<PAGE>   1
                                                                     EXHIBIT 4.1


                             SYNOVUS FINANCIAL CORP.


                                       and


                              THE BANK OF NEW YORK,


                                     Trustee





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





                                    INDENTURE


                         Dated as of December ___, 2000


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


                           ____% SENIOR NOTES DUE 2005


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




<PAGE>   2


                         Reconciliation and Tie Sheet*
                                     between
                  Provisions of the Trust Indenture Act of 1939
                                       and
                    Indenture, dated as of December __, 2000
                                     between
                             SYNOVUS FINANCIAL CORP.
                                       and
                          THE BANK OF NEW YORK, Trustee


<TABLE>
<CAPTION>
Section of Act                                                                          Section of Indenture
--------------                                                                          --------------------
<S>                                                                                     <C>
310(a)(1), (2)......................................................................    5.08
310(a)(3), (4)......................................................................    Inapplicable
310(a)(5)...........................................................................    5.08
310(b)..............................................................................    **
310(c)..............................................................................    Inapplicable
311(a), (b).........................................................................    **
311(c)..............................................................................    Inapplicable
312.................................................................................    **
313(a)..............................................................................    **
313(b)(1)...........................................................................    Inapplicable
313(b)(2)...........................................................................    **
313(c), (d).........................................................................    **
314(a)..............................................................................    **
314(b)..............................................................................    Inapplicable
314(c)(1) and (2)...................................................................    12.05
314(c)(3)...........................................................................    Inapplicable
314(d)..............................................................................    Inapplicable
314(e)..............................................................................    12.05
314(f)..............................................................................    Inapplicable
315(a), (c) and (d).................................................................    5.01
315(b)..............................................................................    4.08
315(e)..............................................................................    4.09
316(a)(1)...........................................................................    4.01 and 4.07
316(a)(2)...........................................................................    Omitted
316(a) last sentence................................................................    6.04
316(b)..............................................................................    4.04
316(c)..............................................................................    6.05
317(a)..............................................................................    4.02
317(b)..............................................................................    3.04(a)
318(a)..............................................................................    12.07
</TABLE>

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

*        This Reconciliation and Tie-sheet is not a part of the Indenture.
**       Included pursuant to Section 318(c) of the Trust Indenture Act of 1939.

<PAGE>   3
                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
PARTIES  .........................................................................................................    1

RECITALS .........................................................................................................    1

ARTICLE ONE DEFINITIONS ..........................................................................................    1

         Section 1.01      Definitions............................................................................    1

ARTICLE TWO ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES.....................................    6

         Section 2.01      Designation, Amount, Authentication and Delivery of Notes..............................    6
         Section 2.02      Forms of Notes and of Trustee's Certificate of Authentication..........................    7
         Section 2.03      Date of Notes..........................................................................    8
         Section 2.04      Execution of Notes.....................................................................    8
         Section 2.05      Exchange and Registration of Transfer of Notes.........................................    9
         Section 2.06      Mutilated, Destroyed; Lost or Stolen Notes.............................................   11
         Section 2.07      Temporary Notes........................................................................   11
         Section 2.08      Payment of Interest; Interest Rights Preserved.........................................   12
         Section 2.09      Cancellation of Notes Paid, etc........................................................   13
         Section 2.10      Computation of Interest................................................................   13

ARTICLE THREE PARTICULAR COVENANTS OF THE COMPANY.................................................................   14

         Section 3.01      Payment of Principal and Interest.....................................................    14
         Section 3.02      Offices for Notices and Payments, etc.................................................    14
         Section 3.03      Provisions as to Paying Agent.........................................................    14
         Section 3.04      Statement as to Compliance............................................................    15
         Section 3.05      Notice of Certain Defaults............................................................    16
         Section 3.06      Limitation on Certain Dispositions and on Merger and Sale of Assets...................    16
         Section 3.07      Limitation on Creation of Liens.......................................................    18
         Section 3.08      Corporate Existence...................................................................    19

ARTICLE FOUR REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENT OF DEFAULT.........................................    19

         Section 4.01      Events of Default.....................................................................    19
         Section 4.02      Payment of Notes on Default; Suit Therefor............................................    21
         Section 4.03      Application of Money Collected By Trustee.............................................    23
         Section 4.04      Proceedings by Noteholders............................................................    23
         Section 4.05      Proceedings by Trustee................................................................    24
</TABLE>


--------------
*   This table of contents is not part of the Indenture.


                                       i
<PAGE>   4

<TABLE>
<S>                                                                                                                  <C>
         Section 4.06      Remedies Cumulative and Continuing; Delay or Omission Not Waiver......................    24
         Section 4.07      Direction of Proceedings and Waiver of Defaults by Majority of Noteholders............    25
         Section 4.08      Notice of Defaults....................................................................    25
         Section 4.09      Undertaking to Pay Costs..............................................................    25

ARTICLE FIVE CONCERNING THE TRUSTEE..............................................................................    26

         Section 5.01      Duties and Responsibilities of Trustee................................................    26
         Section 5.02      Reliance on Documents, Opinions, etc..................................................    27
         Section 5.03      No Responsibility for Recitals, etc...................................................    28
         Section 5.04      Trustee, Paying Agents or Registrar May Own Notes.....................................    28
         Section 5.05      Money to be Held in Trust.............................................................    29
         Section 5.06      Compensation and Expenses of Trustee..................................................    29
         Section 5.07      Officers' Certificate as Evidence.....................................................    29
         Section 5.08      Eligibility of Trustee................................................................    29
         Section 5.09      Resignation or Removal of Trustee.....................................................    30
         Section 5.10      Acceptance by Successor Trustee.......................................................    31
         Section 5.11      Succession by Merger, etc.............................................................    32

ARTICLE SIX CONCERNING THE NOTEHOLDERS...........................................................................    32

         Section 6.01      Action by Noteholders.................................................................    32
         Section 6.02      Proof of Execution by Noteholders.....................................................    33
         Section 6.03      Who Are Deemed Absolute Owners........................................................    33
         Section 6.04      Company Owned Notes Disregarded.......................................................    33
         Section 6.05      Revocation of Consents; Future Holders Bound..........................................    34

ARTICLE SEVEN NOTEHOLDERS' MEETINGS..............................................................................    34

         Section 7.01      Purposes of Meetings..................................................................    34
         Section 7.02      Call of Meetings by Trustee...........................................................    34
         Section 7.03      Call of Meetings by Company or Noteholders............................................    35
         Section 7.04      Qualifications for Voting.............................................................    35
         Section 7.05      Regulations...........................................................................    35
         Section 7.06      Quorum................................................................................    36
         Section 7.07      Voting................................................................................    36
         Section 7.08      No Delay of Rights by Meeting.........................................................    37

ARTICLE EIGHT SUPPLEMENTAL INDENTURES............................................................................    37

         Section 8.01      Supplemental Indentures Without Consent of Noteholders................................    37
         Section 8.02      Supplemental Indentures with Consent of Noteholders...................................    38
         Section 8.03      Compliance with Trust Indenture Act; Effect of Supplemental Indentures................    39
         Section 8.04      Notation on Notes.....................................................................    39
</TABLE>


                                       ii
<PAGE>   5

<TABLE>
<S>                                                                                                                  <C>
         Section 8.05      Evidence of Compliance of Supplemental Indenture to be Furnished Trustee..............    39

ARTICLE NINE CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE...................................................    39

         Section 9.01      Company May Consolidate, etc., on Certain Terms.......................................    39
         Section 9.02      Successor Person Substituted..........................................................    40

ARTICLE TEN SATISFACTION AND DISCHARGE OF INDENTURE..............................................................    40

         Section 10.01     Discharge of Indenture................................................................    40
         Section 10.02     Deposited Money to be Held in Trust by Trustee........................................    41
         Section 10.03     Paying Agent to Repay Money Held......................................................    41
         Section 10.04     Return of Unclaimed Money.............................................................    41
         Section 10.05     Discharge of Indenture as to Notes....................................................    42
         Section 10.06     Repayment to Company of Deposits Made Pursuant to Section 10.05.......................    43
         Section 10.07     Deposits Irrevocable..................................................................    43
         Section 10.08     Reinstatement.........................................................................    43

ARTICLE ELEVEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...................................    44

         Section 11.01     Indenture and Notes Solely Corporate Obligations......................................    44

ARTICLE TWELVE MISCELLANEOUS PROVISIONS..........................................................................    44

         Section 12.01     Provisions Binding on Company's Successors............................................    44
         Section 12.02     Official Acts by Successor............................................................    44
         Section 12.03     Addresses for Notices; etc............................................................    44
         Section 12.04     Governing Law.........................................................................    45
         Section 12.05     Evidence of Compliance with Conditions Precedent......................................    45
         Section 12.06     Legal Holidays........................................................................    45
         Section 12.07     Trust Indenture Act to Control........................................................    45
         Section 12.08     No Security Interest Created..........................................................    46
         Section 12.09     Benefits of Indenture.................................................................    46
         Section 12.10     References to Principal and Interest; Payments to be Made in U.S. Dollars.............    46
         Section 12.11     Authenticating Agent..................................................................    46
         Section 12.12     Table of Contents, Headings, etc......................................................    47
         Section 12.13     Execution in Counterparts.............................................................    47
</TABLE>


                                      iii
<PAGE>   6

                  THIS INDENTURE, dated as of December ___, 2000, is entered
into by SYNOVUS FINANCIAL CORP., a Georgia corporation (such corporation or,
subject to Article Nine, its successors and assigns, the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation (such banking corporation or,
subject to Article Five, its successors and assigns as Trustee under this
Indenture, the "Trustee").

                             RECITAL OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of an unlimited amount of its Senior
Notes Due 2005 (the "Notes"), as provided herein. The Notes will be issued
initially in an aggregate principal amount of $200,000,000. The Company may
authorize the issuance of additional Notes from time to time which will have the
same terms, and will be the same series as the Notes initially issued pursuant
to this Indenture.

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

                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.01      DEFINITIONS

                  The terms defined in this Section 1.01 (except to the extent
the application of such definitions is expressly limited to certain instances,
and except as otherwise expressly provided in this Indenture or unless the
context otherwise requires) for all purposes of this Indenture will have the
respective meanings specified in this Section 1.01. Except as otherwise
expressly provided in this Indenture or unless the context otherwise requires,
all other terms used in this Indenture that are defined in the Trust Indenture
Act or that the Trust Indenture Act defines by reference to the Securities Act
of 1933 or by Commission rule under the Trust Indenture Act will have the
meanings assigned to such terms in the Trust Indenture Act, in such rule
thereunder or in such Securities Act as in force at the date of the execution of
this Indenture.

                  "Agent Member" has the meaning specified in Section 2.05(i).

                  "Authenticating Agent" (i) means any Person appointed by the
Trustee pursuant to Section 12.11 to act on behalf of the Trustee to
authenticate Notes, and (ii) initially means the Trustee.

                  "Bank" means (i) any institution organized under the laws of
the United States, any State, the District of Columbia, Puerto Rico or any
territory of the United States that (a) accepts deposits that the depositor has
a legal right to withdraw on demand and (b) engages in the business of making
commercial loans and (ii) any trust company organized under any of the


<PAGE>   7
foregoing laws. Unless otherwise provided, for purposes of this Indenture, a
Bank also will be considered a "corporation".

                  "Board of Directors" means the board of directors of the
Company or, with respect to any matter, any committee of the Board of Directors
duly authorized to act for the Board of Directors with respect to such matter.

                  "Business Day" means any day other than a Saturday or Sunday
that is neither a legal holiday nor a day on which banking institutions are
authorized or obligated by law or regulation to close in The City of New York.

                  "Columbus Bank and Trust" means Columbus Bank and Trust
Company, a Georgia banking corporation, and any successor or successors thereto.

                  "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 Indenture the
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.

                  "Company" means the corporation identified as the Company in
the first paragraph of this Indenture until a successor Person shall succeed to
and be substituted for the Company pursuant to the provisions of Article Nine,
and thereafter shall mean such successor Person.

                  "Company Order" means a written request or order signed in the
name of the Company by its Chairman of the Board, any Vice Chairman, its Chief
Executive Officer, its President, any of its Executive Vice Presidents or any of
its Senior Vice Presidents and its Treasurer, any of its Assistant Treasurers,
its Secretary or any Assistant Secretary, and delivered to the Trustee.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by a Quotation Agent as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.

                  "Comparable Treasury Price" means (i) the arithmetic average
of the Reference Treasury Dealer Quotations for the Repurchase Date after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii)
if the Trustee obtains fewer than three Reference Treasury Dealer Quotations,
the arithmetic average of all Reference Treasury Dealer Quotations for that
Repurchase Date.

                  "Consolidated Net Banking Assets" means all net assets owned
directly or indirectly by a Subsidiary that is a Bank as such net assets would
be reflected on a consolidated balance sheet of the Company prepared in
accordance with generally accepted accounting principles generally accepted at
the time.

                  "Constituent Bank" means any Subsidiary that is a Bank.


                                       2
<PAGE>   8

                  "Controlled Subsidiary" means any Subsidiary of which more
than 80% of the aggregate voting power of the outstanding shares of the Voting
Stock at the time is owned directly or indirectly by the Company or by one or
more Controlled Subsidiaries or by the Company and one or more Controlled
Subsidiaries, after giving effect to the issuance to any Person other than the
Company or any Controlled Subsidiary of Voting Stock of the Subsidiary issuable
on exercise of options, warrants or rights to subscribe for such Voting Stock or
on conversion of securities convertible into such Voting Stock.

                  "Defaulted Interest" has the meaning specified in Section
2.08.

                  "Depositary", with respect to the Notes issued in the form of
one or more Global Notes, means the Depository Trust Company, New York, New
York, until a successor Depositary shall have been appointed pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" means or
includes each person who is then a Depositary hereunder.

                  "Event of Default" means any event specified in Section 4.01,
continued for the period of time, if any, and after the giving of the notice, if
any, designated in Section 4.01.

                  "Global Note" means a Note issued to evidence all or part of
the Notes pursuant to Section 2.02.

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

                  "Interest Payment Date", when used with respect to any Note,
means each _________________ and _______________, beginning ____________, 2001
when interest on the Notes is payable.

                  "Note" or "Notes" has the meaning stated in the recital of
this indenture and means any Note or Notes, as the case may be, authenticated
and delivered pursuant to this Indenture.

                  "Note Register" has the meaning specified in Section 2.05(b).

                  "Noteholder", "holder of Notes", "holder" or other similar
term means any Person in whose name at the time a particular Note is registered
on the Note Register.

                  "Offer to Purchase" has the meaning specified in Section
3.06.

                  "Officers' Certificate", when used with respect to the
Company, means a certificate signed by the Chairman of the Board, any Vice
Chairman, the Chief Executive Officer, the President, any Executive Vice
President or any Senior Vice President and by the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Company. Except as
otherwise provided in this Indenture, each such certificate shall include the
statements provided for in Section 12.05.

                  "Opinion of Counsel" means an opinion in writing signed by
legal counsel, who may be an employee of or counsel to the Company, and who
shall be acceptable to the Trustee.


                                       3
<PAGE>   9
Except as otherwise provided in this Indenture, each such opinion shall include
the statements provided for in Section 12.05.

                  "outstanding", when used with reference to Notes, subject to
the provisions of Section 6.04, means, as of any particular time, all Notes
authenticated and delivered by the Trustee pursuant to this Indenture except:

                  (a) such Notes theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (b) such Notes, or portions thereof, for the payment of which
         money in the necessary amount shall have been deposited in trust with
         the Trustee or with any Paying Agent (other than the Company) or shall
         have been set aside and segregated in trust by the Company (if the
         Company shall act as its own Paying Agent); and

                  (c) Notes in lieu of or in substitution for which other Notes
         shall have been authenticated and delivered pursuant to the terms of
         Section 2.06, except to the extent that a bona fide holder in due
         course of any such Notes shall have presented proof satisfactory to the
         Trustee that such holder is a bona fide holder in due course of any
         such Notes.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of and any premium or interest on the Notes on behalf of the
Company.

                  "Person" means a corporation, an association, a partnership, a
limited liability company, a joint venture, an organization, a trust, an
individual, a government or a political subdivision thereof or a governmental
agency.

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

                  "principal office of the Trustee" or any other similar term
means the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office, at the date of
this instrument, is located at 101 Barclay Street, New York, New York 10286,
Corporate Trust Department.

                  "Principal Subsidiaries" means Columbus Bank and Trust and
TSYS and, at any time, any other Constituent Bank the total assets of which (as
set forth in the most recent statement of condition of such Constituent Bank)
equal more than 20% of the total assets of all Constituent Banks as determined
from the most recent statements of condition of the Constituent Banks.

                  "Quotation Agent" means each of Banc of America Securities
LLC, Goldman, Sachs & Co. and Salomon Smith Barney Inc. or their respective
successors as may be appointed from time to time by the Trustee after
consultation with the Company; provided, however, that if


                                       4
<PAGE>   10
any Quotation Agent ceases to be a primary United States Government securities
dealer in The City of New York (a "Primary Government Securities Dealer"), the
Company shall substitute another Primary Government Securities Dealer selected
by the Company.

                  "Reference Treasury Dealer" means each of Banc of America
Securities LLC, Goldman, Sachs & Co. and Salomon Smith Barney Inc. and their
respective successors and any other Primary Government Securities Dealer
selected by the Trustee after consultation with the Company.

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

                  "Regular Record Date", with respect to the interest payable on
any Interest Payment Date on the Notes, means the fifteenth day of the month
immediately preceding an Interest Payment Date.

                  "Remaining Scheduled Payments" means, with respect to any
Note, the remaining scheduled payments of principal and interest that would be
due after the Repurchase Date but for such repurchase; provided, however, that
if the Repurchase Date is not an Interest Payment Date with respect to such
Note, the amount of the next scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to the Repurchase Date.

                  "Repurchase Date" has the meaning specified in Section
3.06(c).

                  "Repurchase Price" has the meaning specified in Section 3.06

                  "Responsible Officer", when used with respect to the Trustee,
means (i) the Chairman or Vice Chairman of its board of directors, (ii) the
Chairman or Vice Chairman of the executive committee of the board of directors
or the President, (iii) any Vice President, any senior trust officer, any trust
officer, any assistant trust officer or any other officer or assistant officer
of the Trustee customarily performing functions similar to those performed by
the persons who at the time shall be the above-named officers and in each case
who is assigned to the corporate trust department of the Trustee and (iv) any
employee of the Trustee to whom any corporate trust matter with respect to this
Indenture is referred because of such officer's knowledge of and familiarity
with the particular subject.

                  "Special Record Date" has the meaning specified in Section
2.08.

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

                  "Subsidiary" means any Person of which a majority of the
aggregate voting power of the outstanding Voting Stock at the time shall be
owned by the Company or by the Company and one or more Subsidiaries or by one or
more Subsidiaries.


                                       5
<PAGE>   11
                  "Treasury Rate" means, with respect to any Repurchase Date,
the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Repurchase Date.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
it was in force at the date of execution of this Indenture, except as provided
in Section 8.03; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by such amendment, the Trust Indenture Act of 1939 as so amended.

                  "Trustee" means the Person identified as the Trustee in the
first paragraph of this Indenture until a successor shall succeed to the trusts
created by this Indenture pursuant to the provision of Article Five, and
thereafter shall mean such successor.

                  "TSYS" means Total System Services, Inc., a Georgia
corporation, and any successor or successors thereto.

                  "United States" means the United States of America (including
the District of Columbia) and its possessions.

                  "U.S. Government Obligations" has the meaning specified in
Section 10.05(b).

                  "Vice President", when used with respect to the Company or the
Trustee, means any such officer whether or not designated by a number or a word
or words added before or after such title.

                  "Voting Stock" of a Person means stock or any other form of
equity or voting interest of the class or classes having general voting power in
an election of the board of directors, managing partners, managers or trustees
of such Person (irrespective of whether, at the time, stock of any other class
or classes shall have or might have voting power by reason of the happening of
any contingency).

           ARTICLE TWO ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                                EXCHANGE OF NOTES

SECTION 2.01      DESIGNATION, AMOUNT, AUTHENTICATION AND DELIVERY OF NOTES

                  The Notes shall be designated as ____% Senior Notes Due 2005.
The Notes shall be issuable as registered Notes without coupons in denominations
of $1,000 and any integral multiple thereof. Upon the execution of this
Indenture or from time to time thereafter, Notes may be executed by the Company
and delivered to the Trustee for authentication, and the Trustee thereupon shall
authenticate and deliver said Notes to or upon a Company Order without any
further corporate action by the Company. Notes will be issued initially in an
aggregate principal amount of $200,000,000. The Company may at any time, without
the consent of the holders of the Notes, upon a Company Order without any
further action by the Company, issue additional Notes which shall be the same
series as the series of Notes initially issued pursuant to this Indenture. Any
such additional Notes will have the same ranking, interest rate, maturity date
and other terms as the


                                       6
<PAGE>   12
Notes. Any such additional Notes, together with the Notes initially issued
pursuant to this Indenture, will constitute a single series of Notes under this
Indenture.

                  The Trustee shall have the right to decline to authenticate
and deliver any Notes under this Section 2.01 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee or a
trust committee of directors or trustees or Responsible Officers shall determine
that such action would expose the Trustee to personal liability to existing
holders.

SECTION 2.02      FORMS OF NOTES AND OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  (a)      The definitive Notes shall be substantially of the
tenor and purport as set forth in Appendix A, and may have such letters, numbers
or other marks of identification or designation and such legends or endorsements
placed thereon as may be required to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange or to conform to
usage or as may be determined consistently herewith by the officers executing
such Notes, as evidenced by their execution of the Notes.

                  (b)      Any Global Note authenticated and delivered hereunder
shall bear a legend in substantially the following form:

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS
         REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR
         A SUCCESSOR DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED
         IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
         IN THE LIMITED CIRCUMSTANCES SPECIFIED IN THE INDENTURE, AND NO
         TRANSFER OF THIS NOTE (OTHER THAN 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
         SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE) MAY BE
         REGISTERED EXCEPT IN SUCH SPECIFIED CIRCUMSTANCES.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
         AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
         DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
         IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
         PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.



                                       7
<PAGE>   13

                  (c)      The Notes shall be initially issued in the form of a
Global Note.

                  (d)      The definitive Notes 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 permitted by the rules of any
securities exchange, all as may be determined by the officers executing the
Notes.

                  The Company shall execute and the Trustee, in accordance with
this Section 2.02 and the Company Order, shall authenticate and deliver one or
more Global Notes in definitive or temporary form that (i) shall represent and
shall be denominated in an aggregate amount equal to the aggregate principal
amount of the Notes, (ii) shall be registered in the name of the Depositary or
the nominee of such Depositary and (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's instruction.

                  (e)      The form of Trustee's certificate of authentication
on the Notes shall be as follows:

                  This is one of the Notes issued under the within-mentioned
Indenture.

                                      THE BANK OF NEW YORK, as Trustee
                                             and Authenticating Agent


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

SECTION 2.03      DATE OF NOTES

                  Except as provided in the next sentence, the Notes shall be
dated the date of authentication and shall bear interest from the date of
authentication or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on __________ and __________
in each year; provided, however, that if the Company shall default in the
payment of the interest due on such Interest Payment Date, then any Note so
authenticated shall bear interest from the Interest Payment Date next preceding
the date to which interest has been paid or, if no interest has been paid on the
Notes, from the date of authentication.

SECTION 2.04      EXECUTION OF NOTES

                  (a)      The Notes shall be signed in the name and on behalf
of the Company by the manual or facsimile signature of its Chairman of the
Board, its Chief Executive Officer, its President or any Senior Vice President
and attested by its Secretary, under its corporate seal (which may be printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise).


                                       8
<PAGE>   14
                  (b)       No Note shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose unless such Note bears
thereon a certificate of authentication substantially in the form set forth in
Section 2.02 validly executed by the authorized signatory of the Trustee or the
Authenticating Agent, if a Person other than the Trustee. Such certificate by
the Trustee upon any Note executed by the Company shall be conclusive evidence
that the Note so authenticated has been duly authenticated and delivered under
this Indenture.

                  (c)      In case any officer of the Company whose manual or
facsimile signature appears on any of the Notes shall cease to be such officer
before the Notes so signed shall have been authenticated and delivered by the
Trustee, or disposed of by the Company, such Notes nevertheless may be
authenticated and delivered or disposed of as though the person whose manual or
facsimile signature appears on such Notes had not ceased to be such officer of
the Company; and any Note may bear the manual or facsimile signature on behalf
of the Company by such persons as, at the actual date of the execution of such
Note, shall be the proper officers of the Company, although at the date of the
execution of this Indenture any such person was not such an officer.

SECTION 2.05      EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES

                  (a)      Notes may be exchanged for a like aggregate principal
amount of Notes of other authorized denominations. Notes to be exchanged shall
be surrendered at the office or agency to be maintained by the Company pursuant
to Section 3.02, and the Company shall execute and cause to be registered, and
the Trustee shall authenticate and deliver in exchange therefor, the Note or
Notes which the Noteholder making the exchange shall be entitled to receive.

                  (b)      The Company shall keep, at the office or agency to be
maintained by the Company in accordance with the provisions of Section 3.02, a
register or registers (the "Note Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for registration of
Notes and registration of transfer of Notes as provided in Article Two. The Note
Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time. At all reasonable times
the Note Register shall be open for inspection by the Trustee. Upon due
presentment for registration of transfer of any Note at such office or agency,
the Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Note or Notes for an
equal aggregate principal amount. The Company hereby initially appoints the
Trustee, at the principal office of the Trustee, as the Note Registrar.

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

                  (d)      If at any time the Depositary for the Global Notes
notifies the Company that it is unwilling or unable to continue as Depositary
for the Global Notes or if at any time the Depositary for the Notes shall no
longer be eligible because it no longer is a clearing agency registered under
the Securities Exchange Act of 1934 and any other applicable statute or


                                        9
<PAGE>   15
regulation, the Company shall appoint a successor Depositary with respect to the
Notes. If a successor Depositary for the Notes is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Notes, will
authenticate and deliver Notes in definitive form in an aggregate principal
amount equal to the principal amount of the Global Notes in exchange for such
Global Notes.

                  (e)      The Company at any time and in its sole discretion
may determine that the Notes shall no longer be represented by such Global
Notes. In such event the Company will execute, and the Trustee, upon receipt of
a Company Order for the authentication and delivery of definitive Notes, will
authenticate and deliver Notes in definitive form in an aggregate principal
amount equal to the principal amount of the Global Notes in exchange for such
Global Notes.

                  (f)      The Depositary may surrender a Global Note in
exchange in whole or in part for Notes of like tenor and terms and 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:

                           (i)      to each Person specified by such Depositary
                  a new Note or new Notes, of like tenor and terms and of any
                  authorized denomination as requested by such Person in
                  aggregate principal amount equal to and in exchange for such
                  Person's beneficial interest in the Global Note; and

                           (ii)     to such Depositary a new Global Note of like
                  tenor and terms and in a denomination equal to the difference,
                  if any, between the principal amount of the surrendered Global
                  Note and the aggregate principal amount of Notes delivered to
                  holders thereof.

                  (g)      the exchange of all of the Global Note for Notes
in certificated form, such Global Note shall be canceled by the Trustee. Notes
issued in exchange for all or part of a Global Note 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 Notes to
the persons in whose names such Notes are so registered.

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

                  (i)      So long as any Global Note issued hereunder is
registered in the name of the Depositary or its nominee, members of, or
participants in, the Depositary ("Agent Members") shall have no rights under
this Indenture with respect to the Global Note held on their behalf by the
Depositary (or, if applicable, the Trustee as custodian for the Depositary) and
the Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes hereunder. Notwithstanding the foregoing, nothing herein shall (A)
prevent the Company, the Trustee or any agent of the Company or the


                                       10
<PAGE>   16
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or (B) impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of Notes.

SECTION 2.06      MUTILATED, DESTROYED; LOST OR STOLEN NOTES

                  (a)      In case any temporary or definitive Note shall become
mutilated or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon its request and in the absence of notice to the Company and
the Trustee that such Note has been acquired by a bona fide purchaser, the
Trustee shall authenticate and deliver, a new Note of equal aggregate principal
amount and of like tenor and terms bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen. In every case the
applicant for a substitute Note shall furnish to the Company and to the Trustee
such security or indemnity as may be required by them to hold each of them
harmless, and, in every case of destruction, loss or theft, the applicant also
shall furnish to the Company and to the Trustee evidence to their satisfaction
of the destruction, loss or theft of such Note.

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

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

SECTION 2.07      TEMPORARY NOTES

                  Pending the preparation of definitive Notes, the Company may
execute and the Trustee shall authenticate and deliver temporary Notes (printed,
lithographed or typewritten). Temporary Notes shall be issuable in any
authorized denomination, and substantially in the form


                                       11
<PAGE>   17
of the definitive Notes, but with such omissions, insertions and variations as
may be appropriate for temporary Notes, all as may be determined by the Company.
Every such temporary Note shall be authenticated by the Trustee in substantially
the same manner, and with the same effect, as the definitive Notes. Without
unreasonable delay the Company will execute and deliver to the Trustee
definitive Notes and thereupon any or all temporary Notes may be surrendered in
exchange therefor at the principal office of the Trustee, and the Trustee shall
authenticate and deliver in exchange for such temporary Notes an equal aggregate
principal amount of definitive Notes of authorized denominations. Such exchange
shall be made at the Company's expense and without any charge to the holder.
Until so exchanged, the temporary Notes in all respects shall be entitled to the
same benefits under this Indenture as definitive Notes authenticated and
delivered under this Indenture.

SECTION 2.08      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

                  The Notes shall bear interest at the rate per annum set forth
in their title, payable semiannually on _____________ and ___________ of each
year, commencing __________, 2001. The person in whose name any Note is
registered at the close of business on any Regular Record Date with respect to
any Interest Payment Date shall be entitled to receive the interest payable
thereon on such Interest Payment Date notwithstanding the cancellation of such
Note upon any registration of transfer or exchange thereof subsequent to such
Regular Record Date and prior to such Interest Payment Date, unless an Event of
Default shall have occurred and be continuing as a result of a default in the
payment of interest due on such Interest Payment Date on any Note, in which case
such defaulted interest shall be paid to the person in whose name such Note (or
any Note or Notes issued upon registration of transfer or exchange thereof) is
registered on the record date for the payment of such defaulted interest.
Payment of interest may be made at the option of the Company by check mailed to
the registered address of the person entitled thereto.

                  Interest on any Note 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 that Note (or one or more Predecessor Notes) is registered on the
Note Register at the close of business on the Regular Record Date for such
interest. Payment of interest on any Note may be made as provided in Section
3.02.

                  Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date ("Defaulted
Interest") forthwith shall cease to be payable to the holder on the relevant
Regular Record Date by virtue of having been such holder; and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (i) or (ii) below:

                           (i) The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names such Notes (or their
         respective Predecessor Notes) 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


                                       12
<PAGE>   18
         be paid on each Note and the date of the proposed payment, and at the
         same time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as provided in this clause.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 nor less
         than ten days prior to the date of the proposed payment and not less
         than ten days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee promptly shall notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first class, postage
         prepaid, to each Noteholder at its address as it appears in the Note
         Register, not less than ten days prior to such Special Record Date.
         Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been given as aforesaid, such
         Defaulted Interest shall be paid to the Persons in whose names the
         Notes (or their respective Predecessor Notes) are registered on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (ii).

                           (ii) The Company may make payment of any Defaulted
         Interest on any such Note in any other lawful manner not inconsistent
         with the requirements of any securities exchange on which the Notes 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.

                  Subject to the foregoing provisions of this Section 2.08, each
Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Note.

SECTION 2.09      CANCELLATION OF NOTES PAID, ETC.

                  All Notes surrendered for the purpose of payment, exchange or
registration of transfer, if surrendered to the Company or any Paying Agent or
any Note registrar, shall be delivered to the Trustee and promptly canceled by
the Trustee or, if surrendered to the Trustee, promptly shall be canceled by it;
and no Notes shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Indenture. The Trustee may destroy canceled Notes
and upon request will deliver a certificate of such destruction to the Company.

SECTION 2.10      COMPUTATION OF INTEREST

                  Interest on the Notes shall be computed on the basis of a year
of twelve 30-day months.



                                       13
<PAGE>   19

                                  ARTICLE THREE

                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01      PAYMENT OF PRINCIPAL AND INTEREST

                  The Company duly and punctually will pay or cause to be paid
the principal of, premium, if any, and interest on the Notes at the time and
place and in the manner provided in this Indenture and in the Notes. The Notes
are not entitled to the benefit of any sinking fund.

SECTION 3.02      OFFICES FOR NOTICES AND PAYMENTS, ETC.

                  So long as any Notes remain outstanding, the Company will
maintain an office or agency in the Borough of Manhattan, The City of New York,
where the Notes may be presented for payment, for registration of transfer and
for exchange as provided in this Indenture and where notices and demands to or
upon the Company in respect of the Notes or of this Indenture may be served. The
Company hereby initially designates as such office or agency the office or
agency of the Trustee at 101 Barclay Street, New York, New York 10286, Corporate
Trust Department, for all of the foregoing purposes until such time, and except
for as long as, the Company shall designate and maintain some other such office
or agency and give the Trustee written notice thereof. In case the Company shall
fail to maintain any such office or agency or shall fail to give such notice of
the location or of any change in the location thereof to the Trustee,
presentations and demands may be made and notices may be served at the office or
agency of the Trustee in the Borough of Manhattan, The City of New York, and the
Company hereby initially appoints the Trustee at such office or agency as its
agent to receive all such presentations and demands.

                  In addition to such offices or agencies, the Company may from
time to time constitute and appoint one or more other offices or agencies for
such purposes with respect to the Notes and one or more paying agents for the
payment of the Notes, in one or more other cities, and may from time to time
rescind such appointments, as the Company may deem desirable or expedient and as
to which the Company has notified the Trustee; provided, however, that no such
appointment or rescission shall in any manner relieve the Company of its
obligation to maintain such office in the Borough of Manhattan, The City of New
York, for payment of the Notes.

                  Notwithstanding any provisions of this Indenture or the Notes
to the contrary, at the option of the Company, payment of interest on any Note
may be made by check pursuant to the terms of such Note mailed to the address of
the Person entitled thereto as such address shall appear in the Note Register,
except that a holder of $20,000,000 or more in aggregate principal amount of
Notes will be entitled to receive such payments by wire transfer within the
United States of immediately available funds if appropriate wire transfer
instructions shall have been received in writing by the Paying Agent not later
than ten days prior to the applicable Interest Payment Date.

SECTION 3.03      PROVISIONS AS TO PAYING AGENT

                  (a) The Company, prior to each due date of principal of,
premium, if any, or interest on the Notes, will deposit with the Paying Agent a
sum sufficient to pay the principal, premium, if any, or interest so becoming


                                       14
<PAGE>   20
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium, if any, or interest. The Company hereby initially
appoints the Trustee as Paying Agent. If the Company shall appoint a Paying
Agent other than the Trustee with respect to the Notes, the Company will notify
the Trustee of its making, or failure to make, any such payment; and the Company
also shall cause any such Paying Agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 3.03, as follows:

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

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

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

                  (b)      If the Company shall act as its own Paying Agent with
respect to the Notes, on or before each due date of the principal of, premium,
if any, or interest on the Notes it will set aside, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay such
principal, premium, if any, or interest so becoming due and will promptly notify
the Trustee of any failure to take such action and of any failure by the Company
(or by any other obligor under the Notes) to make any payment of the principal
of, premium, if any, or interest on the Notes when the same shall become due and
payable.

                  (c)      Notwithstanding anything in this Section 3.03 to the
contrary, the Company, at any time, for the purpose of obtaining a satisfaction
and discharge of this Indenture or for any other reason, may pay or by Company
Order direct any Paying Agent to pay to the Trustee all sums held in trust by
the Company or any Paying Agent under this Indenture, such sums to be held by
the Trustee upon the trusts contained in this Indenture.

                  (d)      Notwithstanding anything in this Section 3.03 to the
contrary, the agreement to hold sums in trust as provided in this Section 3.03
is subject to Sections 10.03 and 10.04.

SECTION 3.04      STATEMENT AS TO COMPLIANCE

                  So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers' Certificate stating, as to each signer of such
certificate, that:

                           (1)      a review of the activities of the Company
         during such year and of performance under this Indenture has been made
         under his supervision;


                                       15
<PAGE>   21

                           (2)      to the best of his knowledge, based on such
         review, the Company has complied with all its conditions and covenants
         under this Indenture throughout such year, or, if there has been a
         default in the compliance with any such condition or covenant,
         specifying each such default known to him and the nature and status of
         such default; and

                           (3)      such certificate sets forth as of the end of
         such year a list of all Principal Subsidiaries and Constituent Banks.

SECTION 3.05      NOTICE OF CERTAIN DEFAULTS

                  The Company will deliver to the Trustee within five days after
the occurrence thereof written notice of any event which with the giving of
notice or the lapse of time or both would be an Event of Default under Section
4.01(d) or Section 4.02 (d).

SECTION 3.06      LIMITATION ON CERTAIN DISPOSITIONS AND ON MERGER AND SALE OF
                  ASSETS

                  (a)      Except as otherwise provided in Article Nine, the
Company will not and will not permit Columbus Bank and Trust to:

         (i)      sell, assign, transfer or otherwise dispose of any shares
         (other than directors' qualifying shares) of, or securities convertible
         into or options, warrants or rights to subscribe for or purchase shares
         of, Voting Stock of Columbus Bank and Trust or any other Principal
         Subsidiary that is a Constituent Bank and will not permit Columbus Bank
         and Trust or any other Principal Subsidiary that is a Constituent Bank
         to issue, transfer or otherwise dispose of, any shares (other than
         directors' qualifying shares) of, or securities convertible into or
         options, warrants or rights to subscribe for or purchase shares of,
         such Voting Stock if, in any case, after giving effect to any such
         transaction (and to potential dilution from exercise or conversion of
         securities owned by Persons other than the Company and its Controlled
         Subsidiaries), the Company would no longer own, directly or indirectly,
         more than 80% of the shares of Voting Stock of Columbus Bank and Trust
         or such Principal Subsidiary that is a Constituent Bank or their
         respective successors; or

                           (ii)     permit Columbus Bank and Trust or any other
         Principal Subsidiary that is a Constituent Bank to:

                                    (A) merge or consolidate with any other
                           Person other than the Company or a Controlled
                           Subsidiary or a Person that, upon such merger or
                           consolidation, will become the Company or a
                           Controlled Subsidiary, unless upon consummation of
                           the merger or consolidation the Company will own,
                           directly or indirectly, at least 80% of the shares of
                           Voting Stock of Columbus Bank and Trust or any other
                           Principal Subsidiary that is a Constituent Bank or
                           their respective successors; or


                                       16
<PAGE>   22
                                    (B) lease, sell or transfer all or
                           substantially all its properties and assets to any
                           Person or other Person, except to the Company or a
                           Controlled Subsidiary or to a Person that, upon such
                           lease, sale or transfer, will become the Company or a
                           Controlled Subsidiary.

                  (b)      Notwithstanding the provisions of Section 3.06(a),
any such sale, assignment, transfer or other disposition of securities, any such
merger or consolidation or any such lease, sale or transfer of properties and
assets shall not be prohibited if (i) required by any law or any rule,
regulation or order of any governmental agency or authority, (ii) required as a
condition imposed by any law or any rule, regulation or order of any
governmental agency or authority with respect to the acquisition by the Company
or any Controlled Subsidiary, directly or indirectly, through purchase of
securities or assets, or a merger, consolidation or otherwise, of any other
Bank, provided that after giving effect to such acquisition (A) the Company and
its Controlled Subsidiaries would own more than 80% of the Voting Stock of such
other Bank (after giving effect to any potential dilution from exercise or
conversion of securities owned by parties other than the Company and its
Controlled Subsidiaries), (B) the Consolidated Net Banking Assets of the Company
will be at least equal to the Consolidated Net Banking Assets of the Company
prior thereto and (C) the Company or its Controlled Subsidiaries would still own
more than 80% of the Voting Stock of Columbus Bank and Trust and any other
Principal Subsidiary that is a Constituent Bank, or (iii) such sale, assignment,
transfer or other disposition of securities or lease, sale or transfer of
properties and assets, or such merger or consolidation is with or to, the
Company or one of its Controlled Subsidiaries and, in the case of a merger or
consolidation, the Company or one of its Controlled Subsidiaries is the
surviving person.

                  (c)      The Company will offer to purchase all outstanding
Notes, on the terms and conditions described in this Section 3.06(c),
immediately following any of the following transactions (each, a "TSYS
Transaction"):

                           (i)   any sale, assignment, transfer or other
         disposition of any shares of, or securities convertible into or
         options, warrants or rights to subscribe for or purchase shares of,
         Voting Stock of TSYS, or any issuance, sale, transfer or other
         disposition by TSYS of any shares of, or securities convertible into or
         options, warrants or rights to subscribe for or purchase shares of,
         such Voting Stock if, in any case, after giving effect to such
         transaction (and to potential dilution from exercise or conversion of
         securities owned by Persons other than the Company and its Controlled
         Subsidiaries), the Company would no longer own, directly or indirectly,
         more than 50% of the shares of Voting Stock of TSYS or its successor;
         or

                           (ii)  any merger or consolidation of TSYS with any
         other Person (other than the Company or a Controlled Subsidiary or a
         Person that, upon such merger or consolidation, will become the Company
         or a Controlled Subsidiary), unless upon consummation of the merger or
         consolidation the Company would own, directly or indirectly, more than
         50% of the shares of Voting Stock of TSYS or its successors; or

                           (iii) any lease, sale or other disposition of all or
         substantially all of the properties and assets of TSYS to any Person
         other than the Company or a Controlled Subsidiary, or


                                       17
<PAGE>   23
         to a Person whose Voting Stock, upon such lease, sale or transfer,
         would not be owned, directly or indirectly, more than 50% by the
         Company or Columbus Bank and Trust.

                  Within 30 days of a TSYS Transaction, the Company will offer
to purchase all outstanding Notes (an "Offer to Purchase") at a purchase price
(the "Repurchase Price") equal to the greater of the following amounts, plus
accrued interest thereon to the date of such purchase (the "Repurchase Date"):
(i) 100% of the principal amount of the Notes to be repurchased; and (ii) the
sum of the present values of the Remaining Scheduled Payments on the Notes,
determined by discounting such payments to the Repurchase Date on a semi-annual
basis, assuming a 360-day year consisting of twelve 30-day months, using a
discount rate equal to the Treasury Rate plus _____ basis points.

                  Within 30 days of a TSYS Transaction, the Company shall notify
the Trustee thereof and send an Offer to Purchase to each holder of Notes by
first-class mail, postage prepaid, at its address appearing in the Note
Register. The Offer to Purchase shall state, among other things, (i) the
purchase price and the Repurchase Date which will be a Business Day no earlier
than 30 days and no later than 60 days from the date such Offer to Purchase is
mailed or such later date as is necessary to comply with the requirements under
the Exchange Act; (ii) that any Notes not tendered will continue to accrue
interest; (iii) that, unless the Company defaults in the payment of the purchase
price, any Notes accepted for payment pursuant to the Offer to Purchase will
cease to accrue interest after the Repurchase Date; (iv) that holders electing
to have any Notes purchased pursuant to an Offer to Purchase shall be required
to surrender the Notes to the Paying Agent at the address specified in the
notice prior to the close of business on the third Business Day preceding the
Repurchase Date; (v) that holders shall be entitled to withdraw their election
if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Repurchase Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the holder, the principal
amount of Notes delivered for purchase, and a statement that such holder is
withdrawing its election to have such Notes purchased; (vi) that holders whose
Notes are being purchased only in part shall be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof; and (vii) the instructions that the holders of Notes must
follow in order to tender their Notes.

                  The Company shall comply with any applicable tender offer
requirements, including Section 14(e) under the Exchange Act, and any other
applicable securities laws, rules and regulations in connection with an Offer to
Purchase. Upon receipt of an Offer to Purchase, holders of Notes may elect to
tender their Notes, if any, in whole or in part in integral multiples of $1,000
in exchange for cash.

SECTION 3.07      LIMITATION ON CREATION OF LIENS

                  So long as any of the Notes shall be outstanding, the Company
will not create, assume, incur or suffer to be created, assumed or incurred or
to exist any pledge, encumbrance or lien, as security for indebtedness for
borrowed money, upon any shares of, or securities


                                       18
<PAGE>   24
convertible into or options, warrants or rights to subscribe for or purchase
shares of, Voting Stock of any Principal Subsidiary now or hereafter owned by
the Company, directly or indirectly, if, treating such pledge, encumbrance or
lien as a transfer of the shares of, or securities convertible into or options,
warrants or rights to subscribe for or purchase shares of, Voting Stock subject
thereto to the secured party, and after giving effect to any potential dilution
from exercise or conversion of securities owned by parties other than the
Company and its Controlled Subsidiaries, the Company would no longer own,
directly or indirectly, more than 80% of the Voting Stock of Columbus Bank and
Trust or any other Principal Subsidiary that is a Constituent Bank or more than
50% of the Voting Stock of TSYS.

SECTION 3.08      CORPORATE EXISTENCE

                  Except as otherwise provided in Article Nine, 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 right or franchise if the Board of Directors shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and that the loss thereof is not disadvantageous in any material
respect to the Noteholders.

                                  ARTICLE FOUR

                           REMEDIES OF THE TRUSTEE AND
                         NOTEHOLDERS ON EVENT OF DEFAULT

SECTION 4.01      EVENTS OF DEFAULT

                  "Event of Default", when used with respect to the Notes, means
each of the following events:

                  (a)      default in the payment of any installment of interest
upon any of the Notes as and when the same shall become due and payable, and
continuance of such default for a period of 30 days;

                  (b)      default in the payment of the principal of any of the
Notes as and when the same shall become due and payable either at maturity, or
by declaration;

                  (c)      default in the payment of the Repurchase Price on
the Repurchase Date;

                  (d)      a default or event of default as defined or
designated in any mortgage, indenture, loan agreement or instrument under which
there may be issued or borrowed, or by which there is secured or evidenced, any
indebtedness of the Company or any Subsidiary (other than obligations in respect
of deposits from the customers of a Constituent Bank in the ordinary course of
business, the Notes or indebtedness of any Subsidiary owing to the Company or to
another Subsidiary), whether such indebtedness now exists or shall be created
hereafter, shall happen and (i) more than $5,000,000 of such indebtedness shall
be past due under such mortgage, indenture, loan agreement or instrument or such
default or event of default shall result in more than $5,000,000 of such
indebtedness becoming or being declared due and payable and (ii) such
indebtedness or such declaration, as the case may be, shall not have been
discharged or rescinded or annulled within 30 days after the date on which
written notice thereof is given to the Company by the Trustee or to the Company
and the Trustee by the holders of at least 25% in aggregate principal amount of
the Notes then outstanding;

                                       19
<PAGE>   25

                  (e)      a final judgment or judgments or order or orders for
the payment of money in excess of $5,000,000 shall be entered against the
Company or any one or more of its Principal Subsidiaries and within 90 days
after entry thereof such judgment or judgments or order or orders shall not have
been discharged or the execution thereof stayed pending appeal or within 90 days
after the expiration of any such stay such judgment or judgments or order or
orders shall not have been discharged;

                  (f)      failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the Company in
the Notes or in this Indenture, and continuance of such failure for a period of
90 days after the date on which written notice of such failure, requiring the
Company to remedy the same, shall have been given to the Company by the Trustee,
or to the Company and the Trustee by the holders of at least 25% in aggregate
principal amount of the Notes at the time outstanding;

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

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


                                       20
<PAGE>   26

If an Event of Default with respect to the Notes at the time outstanding occurs
and is continuing, then and in each such case, unless the principal of all the
Notes already shall have become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Notes then
outstanding, by notice in writing to the Company (and to the Trustee if given by
Noteholders), may declare the principal amount of all the Notes to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable. This provision, however, is subject to the
condition that, at any time after such a declaration of acceleration, and before
any judgment or decree for the payment of the money due shall have been obtained
or entered as hereinafter provided, the holders of a majority in aggregate
principal amount of the Notes then outstanding, by written notice to the Company
and to the Trustee, may waive all defaults and rescind and annul such
declaration and its consequences, if:

                           (1)      the Company shall pay or shall deposit with
         the Trustee a sum sufficient to pay:

                                    (A) all matured installments of interest on
                  all the Notes and the principal of any and all Notes that
                  shall have become due otherwise than by acceleration (with
                  interest on overdue installments of interest (to the extent
                  that payment of such interest is enforceable under applicable
                  law) and on such principal at the rate borne by the Notes, to
                  the date of such payment or deposit); and

                                    (B) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel and any other amounts due the Trustee under Section
                  5.06; and

                           (2)      any and all defaults with respect to Notes
         under this Indenture, other than the nonpayment of principal of,
         premium, if any, and accrued interest on Notes that shall have become
         due by acceleration, shall have been cured or waived as provided in
         Section 4.07.

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

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

SECTION 4.02      PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR

                  (a)      In case default shall be made in the payment of (i)
any installment of interest upon any of the Notes as and when the same shall
become due and payable, and such


                                       21
<PAGE>   27
 default shall have continued for a period of 30 days, or (ii) the principal of
any of the Notes as and when the same shall have become due and payable whether
at Stated Maturity of the Notes, by declaration, upon repurchase or otherwise,
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Notes, the whole amount that then shall have
become due and payable on all such Notes for principal, premium, if any, or
interest, or any combination thereof, as the case may be, with interest upon the
overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments of interest, at
the rate borne by the Notes; and, in addition, such further amount as shall be
sufficient to cover the costs and expenses of collection, including reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent,
attorneys and counsel.

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

                  (c)      In case there shall be pending proceedings for the
bankruptcy or for the reorganization of the Company or any other obligor on the
Notes under Title 11 of the United States Code or any other applicable law, or
in case a receiver or trustee shall have been appointed for the property of the
Company or such other obligor, or in the case of any other similar judicial
proceedings relative to the Company or other obligor on the Notes, or to the
creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Notes shall then be due and payable
as expressed in the Notes or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 4.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal, premium, if any, and interest owing and unpaid in respect
of the Notes, and, in case of any judicial proceedings, (i) to file such proofs
of claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Noteholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Notes, its or their
creditors, or its or their property, and (ii) to collect and receive any money
or other property payable or deliverable on any such claims, and to distribute
the same after the deduction of its charges and expenses; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by each
of the Noteholders to make such payments to the Trustee, and in the event that
the Trustee shall consent to the making of such payment directly to the
Noteholders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel and any other amounts due the Trustee under Section 5.06. To the
extent that such payment of reasonable compensation, expenses and counsel fees
out of the trust estate in any such proceedings shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other property which the
holders of the Notes may'



                                       22
<PAGE>   28
be entitled to receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise.

                  (d)      Nothing contained in this Section 4.02 shall be
deemed to authorize the Trustee to authorize or consent to or adopt on behalf of
any Noteholder any plan of reorganization or arrangement affecting the Notes or
the rights of any Noteholder, or to authorize the Trustee to vote in respect of
the claim of any Noteholder in any such proceeding.

                  (e)      All rights of action and of asserting claims under
this Indenture, or under any of the Notes, may be enforced by the Trustee
without the possession of any of the Notes, or the production thereof in any
trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, shall be for the ratable benefit of the holders
of the Notes.

SECTION 4.03      APPLICATION OF MONEY COLLECTED BY TRUSTEE

                  Any money collected by the Trustee with respect to the Notes
pursuant to Section 4.02 shall be applied in the order following, at the date or
dates fixed by the Trustee for the distribution of such money, upon presentation
of the Notes and stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:

                  FIRST:  To the payment of all amounts then due the Trustee
under Section 5.06;

                  SECOND: In case the principal of the outstanding Notes shall
not have become due and be unpaid, to the payment of interest on the Notes in
the order of the maturity of the installments of such interest; with interest
(to the extent enforceable under applicable law) upon the overdue installments
of interest at the rate borne by the Notes, such payments to be made ratably to
the persons entitled thereto; and

                  THIRD: In case the principal of the outstanding Notes shall
have become due, by declaration, upon repurchase or otherwise, to the payment of
the whole amount then owing and unpaid upon the Notes for principal, premium, if
any, and interest, with interest on the overdue principal and (to the extent
enforceable under applicable law) upon overdue installments of interest at the
rate borne by the Notes; and in case such money shall be insufficient to pay in
full the whole amount so due and unpaid upon the Notes, then to the payment of
such principal, premium, if any, and interest without preference or priority of
principal over interest, or of interest over principal, or of any installment of
interest over any other installment of interest, or of any Note over any other
Note, ratably to the aggregate of such principal and accrued and unpaid
interest.

SECTION 4.04      PROCEEDINGS BY NOTEHOLDERS

                  No holder of any Note shall have any right to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy under this Indenture, unless such holder previously shall have given to
the Trustee written notice of default and of the continuance thereof, as
provided in Section 4.01, and unless also (i) the holders of not less than 25%
in


                                       23
<PAGE>   29
aggregate principal amount of the Notes then outstanding shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee under this Indenture and shall have offered to the Trustee such
reasonable security or indemnity as the Trustee may require against the costs,
expenses and liabilities to be incurred in compliance with such request, (ii)
the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have neglected or refused to institute any such action, suit or
proceeding and (iii) 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 Notes; it being understood and intended,
and being expressly covenanted by each Person who acquires and holds a Note with
every other such Person, that no one or more holders of Notes 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 holder of
such Notes, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner provided in this Section 4.04 and for the equal, ratable and common
benefit of all holders of Notes.

                  Notwithstanding any other provision of this Indenture,
however, the right of any holder of any Note to receive payment of the principal
of, premium, if any, and interest on such Note on or after the respective Stated
Maturities, or to institute suit for the enforcement of any such payment on or
after such respective dates against the Company, shall not be impaired or
affected without the consent of such holder.

SECTION 4.05      PROCEEDINGS BY TRUSTEE

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

SECTION 4.06      REMEDIES CUMULATIVE AND CONTINUING; DELAY OR OMISSION NOT
                  WAIVER

                  All rights, powers and remedies conferred upon or reserved to
the Trustee or to the Noteholders, to the extent permitted by law, shall be
deemed cumulative and not exclusive of any thereof or of any other rights,
powers and remedies available to the Trustee or the holders of the Notes, now or
hereafter existing, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture; and no delay or omission of the Trustee or of any holder of any of
the Notes to exercise any such right, power or remedy shall impair any such
right, power or remedy, or shall be construed to be a waiver of any default or
an acquiescence in such default; and subject to the provisions of Section 4.04,
every power and remedy conferred upon or reserved to the Trustee or the
Noteholders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Noteholders. The assertion of any right,
power or remedy shall not prevent the concurrent assertion of any other right,
power or remedy.

                                       24
<PAGE>   30

SECTION 4.07      DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
                  OF NOTEHOLDERS

                  (a)      The holders of a majority in aggregate principal
amount of the Notes affected (voting as one class) at the time outstanding
determined in accordance with Section 6.04 shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee;
provided, however, that (i) such direction may not be in conflict with law or
this Indenture or expose the Trustee to personal liability or be unduly
prejudicial to the holders of the Notes not joining in the direction, and (ii)
the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with this Indenture and such direction.

                  (b)      Prior to any declaration that the principal of the
outstanding Notes is due and payable, the holders of a majority in aggregate
principal amount of the Notes at the time outstanding on behalf of the holders
of all of the Notes may waive any past default or Event of Default under this
Indenture and its consequences except a default under a covenant in this
Indenture that, pursuant to Section 8.02, cannot be modified without the consent
of each holder of a Note affected thereby. Upon any such waiver the Company, the
Trustee and the holders of the Notes shall be restored to their former positions
and rights under this Indenture, respectively; but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default under this
Indenture shall have been waived as permitted by this Section 4.07, such default
or Event of Default, for all purposes of the Notes and this Indenture, shall be
deemed to have been cured and to be not continuing.

SECTION 4.08      NOTICE OF DEFAULTS

                  The Trustee, within 90 days after the occurrence of a default
with respect to Notes, shall mail to all Noteholders, at their addresses shown
on the Note Register, notice of all such defaults known to the Trustee, unless
such defaults shall have been cured or waived before the giving of such notice
(the term "defaults" for the purpose of this Section 4.08 being defined to mean
any events which constitute or after notice or lapse of time or both would
constitute an Event of Default); provided that, except in the case of default in
the payment of the principal of, premium, if any, or interest on any of the
Notes, 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 Noteholders.

SECTION 4.09      UNDERTAKING TO PAY COSTS

                  All parties to this Indenture agree, and each holder of any
Note by his acceptance thereof shall be deemed to have agreed, that any court in
its discretion may require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit and that such court in its
discretion may 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; provided,
however, that the provisions of this Section 4.09 shall not apply to any suit


                                       25
<PAGE>   31
instituted by the Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than 10% in principal amount of the
outstanding Notes, or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal of, premium, if any, or interest on
any Note on or after their respective Stated Maturities.

                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

SECTION 5.01      DUTIES AND RESPONSIBILITIES OF TRUSTEE

                  In case an Event of Default has occurred (which has not been
cured or waived) the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

                  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, its own willful misconduct or any action or failure to act taken
or omitted by it in bad faith, except that:

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

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

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

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

                  (c)      the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount of the
Notes at the time outstanding (determined as provided in Section 6.04) 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.

                                       26
<PAGE>   32

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

                  Whether or not 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
5.01.

                  The provisions of this Section 5.01 are in furtherance of and
subject to Sections 315 and 316 of the Trust Indenture Act.

SECTION 5.02      RELIANCE ON DOCUMENTS, OPINIONS, ETC.

                  Subject to the applicable provisions of the Trust Indenture
Act and in furtherance thereof and subject to the provisions of Section 5.01:

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

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

                  (c)      the Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken or omitted by it under this Indenture in good faith and in
accordance with such Opinion of Counsel;

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

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

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, coupon or other paper or document, 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


                                       27
<PAGE>   33
investigation, it shall be entitled to examine the books and records of the
Company to the extent reasonably necessary to verify such facts or matters; and

                  (g)      the Trustee may execute any of the trusts or powers
under this Indenture or perform any duties under this Indenture 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 or attorney appointed
by it with due care under this Indenture.

                  (h)      the Trustee is not required to give any bond or
surety with respect to the performance of its duties or the exercise of its
powers under this Indenture.

                  (i)      the Trustee's rights, powers, indemnities, immunities
and protections from liability and its rights to compensation and
indemnification in connection with the performance of its duties under this
Indenture shall extend to (1) the Trustee, whether serving in any other capacity
hereunder, including without limitation, in the capacity of Paying Agent, Note
Registrar or Authenticating Agent, and (2) the Trustee's officers, directors,
agents and employees. Such immunities and protections and rights to
indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal, the discharge of this Indenture
and final payment of the Notes.

                  (k)      the Trustee shall have no responsibility for any
information in any offering document or other disclosure material distributed
with respect to any series of Notes other than information provided by the
Trustee to the Company.

                  (l)      notwithstanding anything else herein contained,
whenever any provision of this Indenture indicates that any confirmation of a
condition or event is qualified by the words "to the knowledge of" or "known to"
the Trustee or other words of similar meaning, said words shall mean and refer
to the current awareness of one or more Responsible Officers of the Trustee.

SECTION 5.03      NO RESPONSIBILITY FOR RECITALS, ETC.

                  The recitals contained in this Indenture and in the Notes
(except in the Trustee's certificate of authentication) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Notes. The Trustee shall not be
accountable for the use or application by the Company of any Notes or the
proceeds of any Notes authenticated and delivered by the Trustee.

SECTION 5.04      TRUSTEE, PAYING AGENTS OR REGISTRAR MAY OWN NOTES

                  Subject to the applicable provisions of the Trust Indenture
Act, the Trustee or any Paying Agent or Note registrar, in its individual or any
other capacity, may become the owner or pledgee of Notes with the same rights it
would have if it were not Trustee, Paying Agent or Note registrar.


                                       28
<PAGE>   34
SECTION 5.05      MONEY TO BE HELD IN TRUST

                  Subject to the provisions of Sections 10.03 and 10.04, all
money received by the Trustee, until used or applied as herein provided, shall
be held in trust for the purposes for which it was received. Money held by the
Trustee need not be segregated from other funds except as provided by law. The
Trustee shall be under no liability for interest on any money received by it
under this Indenture, provided that the Trustee pays to the Persons entitled
thereto all such money when due and payable.

SECTION 5.06      COMPENSATION AND EXPENSES OF TRUSTEE

                  The Company will pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation for all services rendered
by it under this Indenture (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust), and the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the reasonable expenses and disbursements of its counsel and of all persons
not regularly in its employ) except any such expense, disbursement or advance as
may be attributable to its negligence, bad faith or willful misconduct. The
Company also covenants to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, bad faith
or willful misconduct on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust, including the
reasonable costs and expenses of defending itself against any claim of liability
in connection with the exercise, performance or non-performance of any of its
powers under this Indenture. The obligations of the Company under this Section
5.06 shall constitute additional indebtedness under this Indenture.

SECTION 5.07      OFFICERS' CERTIFICATE AS EVIDENCE

                  Subject to the provisions of Section 5.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action under this Indenture, such matter (unless other evidence in
respect thereof be herein specifically prescribed), in the absence of
negligence, bad faith or willful misconduct on the part of the Trustee, may be
deemed to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee, and such Officers' Certificate, in the absence of
negligence, bad faith or willful misconduct on the part of the Trustee, shall be
full warrant to the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith of such Officers' Certificate.

SECTION 5.08      ELIGIBILITY OF TRUSTEE

                  The Trustee under this Indenture shall at all times be a
corporation organized and doing business under the laws of the United States or
any State thereof or of the District of Columbia (or a corporation or other
person permitted to act as Trustee by the Commission) authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by Federal, State or


                                       29
<PAGE>   35
District of Columbia authority. If such corporation files 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 5.08
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so filed. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 5.08, the Trustee shall resign
immediately in the manner and with the effect specified in Section 5.09. Neither
the Company nor any person directly or indirectly controlling, controlled by, or
under common control with the Company shall serve as Trustee under this
Indenture.

SECTION 5.09      RESIGNATION OR REMOVAL OF TRUSTEE

                  (a)      The Trustee may resign at any time by giving written
notice of such resignation to the Company and by mailing notice of such
resignation to the holders of Notes at their addresses as they shall appear on
the Note Register.

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

                           (1) the Trustee shall fail to comply with the
         provisions of Section 310(b) of the Trust Indenture Act after written
         request therefor by the Company or by any Noteholder who has been a
         bona fide holder of a Note or Notes for at least six months, or

                           (2) the Trustee shall cease to be eligible in
         accordance with the provisions of Section 5.08 and shall fail to resign
         after written request therefor by the Company or by any such
         Noteholder, 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 a public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee by written
instrument, executed by Company Order authorized by the Board of Directors, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor Trustee (with written notice of such removal mailed to the
holders of Notes at their address as they shall appear on the Note Register),
or, subject to the provisions of Section 4.09, any Noteholder who has been a
bona fide holder of a Note or Notes for at least six months, on behalf of
himself and all others similarly situated, may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  (c)      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, the Company promptly shall appoint a successor Trustee by a Company
Order authorized by the Board of Directors, one copy of which instrument shall
be delivered to the retiring Trustee and one copy to the successor Trustee. If,
within one year after such resignation, removal or incapability or the
occurrence of such vacancy; a successor Trustee shall be appointed by the
holders of a majority in principal amount of the Notes (voting as a single
class) at the time outstanding by instrument or instruments


                                       30
<PAGE>   36
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed, forthwith upon its acceptance of such appointment, shall become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Noteholders and accepted appointment in the manner provided in Section 5.10
within 60 days after notice of the resignation or removal of the Trustee is
mailed to the Noteholders, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee, or any
Noteholder who has been a bona fide holder of a Note or Notes for at least six
months, subject to the provisions of Section 4.09, on behalf of himself and all
others similarly situated, may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

                  (d)      The holders of a majority in aggregate principal
amount of the Notes (voting as a single class) at the time outstanding at any
time, upon notice to the Trustee, may remove the Trustee.

                  (e)      Any removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 5.09 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 5.10. Any resignation of the Trustee shall become effective
only upon the appointment of a successor Trustee and upon the acceptance of
appointment by the successor Trustee as provided in Section 5.10.

SECTION 5.10      ACCEPTANCE BY SUCCESSOR TRUSTEE

                  Any successor Trustee appointed as provided in Section 5.09
shall execute, acknowledge and deliver to the Company and to its predecessor
Trustee an instrument accepting such appointment under this Indenture, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor under this Indenture, with like effect as if
originally named as Trustee in this Indenture; but, nevertheless, on the written
request of the Company or of the successor Trustee, the Trustee ceasing to act,
upon payment of any amounts then due it pursuant to the provisions of Section
5.06, shall execute and deliver an instrument transferring to such successor
Trustee all the rights and powers of the Trustee so ceasing to act and shall
transfer, assign and deliver to such successor all property and money held by
such predecessor Trustee under this Indenture. Upon request of any such
successor Trustee, the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor Trustee
all such rights and powers. Any Trustee ceasing to act, nevertheless shall
retain a lien upon all property or funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 5.06.

                  No successor Trustee shall accept appointment as provided in
this Section 5.10 unless at the time of such acceptance such successor Trustee
shall be qualified under the provisions of Section 310(b) of the Trust Indenture
Act and eligible under the provisions of Section 5.08.

                  Upon acceptance of appointment by a successor Trustee as
provided in this Section 5.10, the Company shall mail notice of the succession
of such Trustee under this


                                       31
<PAGE>   37
Indenture to the holders of Notes at their addresses as they shall appear on the
Note Register. If the Company fails to mail such notice within ten days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Company.

SECTION 5.11      SUCCESSION BY MERGER, ETC.

                  Any Person into which the Trustee may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor Trustee under this Indenture without the
execution or filing of any paper or any further act on the part of any of the
parties to this Indenture provided such Person shall be qualified under the
provisions of Section 310(b) of the Trust Indenture Act and eligible under the
provisions of Section 5.08.

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

                                   ARTICLE SIX

                           CONCERNING THE NOTEHOLDERS

SECTION 6.01      ACTION BY NOTEHOLDERS

                  Whenever in this Indenture it is provided that the holders of
a specified percentage in aggregate principal amount of the Notes may take any
action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such specified percentage have joined
in such action may be evidenced (i) by any instrument or any number of
instruments of similar tenor executed by Noteholders in person or by agent or
proxy appointed in writing, (ii) by the record of the holders of Notes voting in
favor of such action at any meeting of Noteholders duly called and held in
accordance with the provisions of this Article Six or (iii) by a combination of
such instrument or instruments and any such record of such a meeting of
Noteholders. The Company may set a record date for purposes of determining the
identity of holders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, which record date shall be the
later of ten days prior to the first solicitation of such consent or the date of
the most recent list of holders furnished to the Trustee prior to such
solicitation pursuant to the provisions of Section 312(a) of the Trust Indenture
Act. If a record


                                       32
<PAGE>   38
date is fixed, those persons who were holders of Notes at such record date (or
their duly designated proxies), and only those persons, shall be entitled to
take such action by vote or consent or to revoke any vote or consent previously
given, whether or not such persons continue to be holders after such record
date. No such vote or consent shall be valid or effective if such vote occurs or
such consent is obtained more than 120 days after such record date.

SECTION 6.02      PROOF OF EXECUTION BY NOTEHOLDERS

                  (a)      Subject to the provisions of Sections 5.01, 5.02 and
7.05, proof of the execution of any instrument by a Noteholder or his agent or
proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.

                  (b)      The ownership of Notes shall be proved by the Note
Register or by a certificate of the Note registrar.

                  (c)      The record of any Noteholders' meeting shall be
proved in the manner provided in Section 7.07.

SECTION 6.03      WHO ARE DEEMED ABSOLUTE OWNERS

                  Prior to due presentation of a Note for registration of
transfer, the Company, the Trustee, any Paying Agent and any Note registrar may
treat the Person in whose name such Note is registered as owner of such Note for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 2.08) interest on such Note and for all other purposes whatsoever,
whether or not such Note is overdue and notwithstanding any notation of
ownership or other writing on such Note made by anyone other than the Company or
any Note registrar, and neither the Company, the Trustee, any Paying Agent nor
any Note registrar shall be affected by any notice to the contrary. All such
payments so made to any such holder as shown in the Note Register, or upon the
order of such holder, shall be valid and, to the extent of the sum so paid,
effectual to satisfy and discharge the liability for money payable upon any such
Note.

                  None of the Company, the Trustee, any Paying Agent or any Note
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 6.04      COMPANY OWNED NOTES DISREGARDED

                  In determining whether the holders of the requisite aggregate
principal amount of Notes have concurred in any direction, consent, waiver or
other action under this Indenture, Notes that are owned by the Company (other
than any Notes held in a fiduciary capacity) or any other obligor on the Notes
or by any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any other obligor on the
Notes shall be disregarded and deemed not to be outstanding for the purpose of
any such determination; provided, however, that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction,
consent, waiver or other action, only Notes that the Trustee knows are so owned
shall be so disregarded.


                                       33
<PAGE>   39
SECTION 6.05      REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 6.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Notes specified in this
Indenture in connection with such action, any holder of a Note the serial number
of which is shown by the evidence to be included in the Notes the holders of
which have consented to such action, by filing written notice with the Trustee
at the principal office of the Trustee and upon proof of holding as provided in
Section 6.02, may revoke such action so far as concerns such Note. Except as
provided in this Section 6.05 any such action taken by the holder of any Note
shall be conclusive and binding upon such holder and upon all future holders and
owners of such Note, irrespective of whether or not any notation in regard
thereto is made upon such Note or any Note issued in exchange or substitution
for such Note.

                                  ARTICLE SEVEN

                              NOTEHOLDERS' MEETINGS

SECTION 7.01      PURPOSES OF MEETINGS

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

                           (1) to give any notice to the Company or to the
         Trustee, or to give any directions to the Trustee, or to consent to the
         waiving of any default under this Indenture and its consequences, or to
         take any other action authorized to be taken by Noteholders pursuant to
         any of the provisions of Article Four;

                           (2) to remove the Trustee and nominate a successor
         Trustee pursuant to the provisions of Article Five;

                           (3) to consent to the execution of an indenture or
         indentures supplemental to this Indenture pursuant to the provisions of
         Section 8.02; 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 Notes under any other provision of this Indenture or
         under applicable law.

SECTION 7.02      CALL OF MEETINGS BY TRUSTEE

                  The Trustee at any time may call a meeting of Noteholders to
take any action specified in Section 7.01, to be held at such time and at such
place in The City of New York as the Trustee shall determine. Notice of every
meeting of the Noteholders, setting forth the time and place of such meeting and
in general terms the action proposed to be taken at such meeting, shall be
mailed to holders, if any, of Notes affected at their addresses as they shall
appear on the Note Register. Such notice to holders of Notes shall be mailed not
less than 20 nor more than 90 days prior to the date fixed for the meeting.


                                       34
<PAGE>   40
                  Any meeting of Noteholders shall be valid without notice if
the holders of all Notes then outstanding are present in person or by proxy or
if notice is waived before or after the meeting by the holders of all
outstanding Notes, and if the Company and the Trustee are either present by duly
authorized representatives or, before or after the meeting, have waived notice.

SECTION 7.03      CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS

                  In case at any time the Company, pursuant to a resolution of
its Board of Directors, or the holders of at least 10% in aggregate principal
amount of the Notes then outstanding that may be affected by the action proposed
to be taken, shall have requested the Trustee to call a meeting of Noteholders,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed or published (as
appropriate under Section 7.02) the notice of such meeting within 20 days after
receipt of such request, then the Company or such Noteholders may determine the
time and the place in The City of New York for such meeting and may call such
meeting to take any action authorized in Section 7.01, by mailing or publishing
notice of such meeting as provided in Section 7.02.

SECTION 7.04      QUALIFICATIONS FOR VOTING

                  To be entitled to vote at any meeting of Noteholders a person
shall (i) be a holder of one or more Notes as set forth in the Note Register or
(ii) be a person appointed by an instrument in writing as proxy by a holder of
one or more Notes, subject to the provisions of Section 6.02. The only persons
who shall be entitled to be present or to speak at any meeting of Noteholders
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 7.05      REGULATIONS

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

                  (b)      The Trustee, by an instrument in writing, shall
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Noteholders as provided in Section 7.03, in which
case the Company or the Noteholders calling the meeting, as the case may be, in
like manner shall appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the holders of a
majority in principal amount of the Notes represented at the meeting and
entitled to vote.

                  (c)      Subject to the provisions of Section 6.04, at any
meeting each Noteholder or proxy shall be entitled to one vote for each $1,000
principal amount of Notes.


                                       35
<PAGE>   41
                  (d)      No vote shall be cast or counted at any meeting in
respect of any Note 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 Notes held by him or instruments in
writing duly designating him as the person to vote on behalf of other
Noteholders. Any meeting of Noteholders duly called pursuant to the provisions
of Section 7.02 or 7.03 may be adjourned from time to time by a majority of
those present and the meeting may be held as so adjourned without further
notice.

SECTION 7.06      QUORUM

                  The Persons entitled to vote a majority in principal amount of
the outstanding Notes affected by the action proposed to be taken shall
constitute a quorum for a meeting of such Noteholders. In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the
meeting, if convened at the request of holders of Notes, shall be dissolved. In
the absence of a quorum in any other case the meeting may be adjourned for a
period of not less than ten days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than ten days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 7.02, except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the outstanding Notes affected by the action proposed to
be taken which shall constitute a quorum.

SECTION 7.07      VOTING

                  The vote upon any resolution submitted to any meeting of
Noteholders shall be by written ballots on which shall be subscribed the
signatures of the holders of Notes or of their representatives by proxy and the
principal amount of the Notes 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 Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to such record the original reports of
the inspectors of votes on any vote by ballot taken at such meeting 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 such notice was mailed or
published as provided in Section 7.02 or 7.03. The record shall show the
principal amount of the Notes 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 stated in such record.


                                       36
<PAGE>   42
SECTION 7.08      NO DELAY OF RIGHTS BY MEETING

                  Nothing in this Article Seven shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Noteholders or any
rights expressly or impliedly conferred under this Article Seven to make such
call, any hindrance or delay in the exercise of any right or rights conferred
upon or reserved to the Trustee or to the Noteholders under any of the
provisions of this Indenture or of the Notes.

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

SECTION 8.01      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS

                  The Company, when authorized by the resolutions of the Board
of Directors, and the Trustee from time to time and at any time may enter into
an indenture or indentures supplemental to this Indenture for one or more of the
following purposes:

                  (a)      to evidence the succession of another Person to the
Company, or successive successions, and the assumptions by the successor Person
of the covenants, agreements and obligations of the Company pursuant to Article
Nine;

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

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

                  (d)      to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Notes and to
add to or change any of the provisions of this Indenture; provided, however,
that such action shall not adversely affect the interests of the holders of the
Notes.

                  The Trustee hereby is authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations that may be contained in such
supplemental indenture and to accept the conveyance, transfer and assignment of
any property under such supplemental indenture, but the Trustee shall not be


                                       37
<PAGE>   43
obligated to, but may in its discretion, enter into any such supplemental
indenture that affects the Trustee's own rights, duties, privileges, protections
or immunities under this Indenture or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section 8.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Notes at the time outstanding,
notwithstanding any provisions of Section 8.02.

SECTION 8.02      SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS

                  With the consent (evidenced as provided in Section 6.01) of
the holders of not less than a majority in aggregate principal amount of the
Notes at the time outstanding affected by such supplemental indenture or
indentures, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee from time to time and at any time may enter into an
indenture or indentures supplemental to this Indenture for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the holders of the
Notes; provided, however, that without the consent of the holder of each Note
affected thereby no such supplemental indenture shall: (a) change the Stated
Maturity of the principal of or any installment of interest on any Note, or
reduce the principal amount of any Note or rate of interest on any Note or the
amount payable upon repurchase thereof, or the coin or currency in which any
Note or any interest on any Note is payable, or impair the right to institute
suit for the enforcement of any such payment on or after its Stated Maturity;
(b) change the place of payment of principal of any Note; (c) impair the right
to institute suit for the enforcement of any payment on or with respect to any
Note; (d) reduce the percentage in principal amount of outstanding Notes the
consent of whose holders is required for any such supplemental indenture or the
consent of whose holders is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults under this Indenture and their
consequences provided for in this Indenture; or (e) modify the provisions of
Section 4.01 providing for the rescinding and annulment of a declaration
accelerating the maturity of the Notes, or any of the provisions of this Section
8.02 or Section 4.07(b), except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived.

                  Upon the request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

                  It shall not be necessary for the consent of the Noteholders
under this Section 8.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.


                                       38
<PAGE>   44

SECTION 8.03      COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
                  INDENTURES

                  Any supplemental indenture executed pursuant to the provisions
of this Article Eight shall comply with the Trust Indenture Act as then in
effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Eight, this Indenture shall be and be deemed to be
modified and amended in accordance with such supplemental indenture and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of the Notes
affected thereafter shall be determined, exercised and enforced under this
Indenture subject in all respects to such modifications and amendments and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

SECTION 8.04      NOTATION ON NOTES

                  Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article Eight may bear
a notation in form acceptable to the Trustee as to any matter provided for in
such supplemental indenture.

SECTION 8.05      EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
                  FURNISHED TRUSTEE

                  The Trustee, subject to the provisions of Sections 5.0l and
5.02, shall at its request receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article Eight complies with the requirements of this Article Eight.

                                  ARTICLE NINE

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 9.01      COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS

                  The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless:

                            (l) the Person 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 shall be organized and validly existing
         under the laws of the United States of America, any State thereof or
         the District of Columbia and expressly shall assume, by a supplemental
         indenture executed and delivered to the Trustee in form satisfactory to
         the Trustee, the due and punctual payment of the principal of, premium,
         if any, and interest on the Notes, according to their terms, and the
         performance of every covenant of this Indenture on the part of the
         Company to be performed or observed;


                                       39
<PAGE>   45

                            (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; and

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

SECTION 9.02      SUCCESSOR PERSON SUBSTITUTED

                  Upon any consolidation by the Company with or merger by the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 9.01, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company in this Indenture, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the Notes.

                  Such successor Person may cause to be signed, and may issue
either in its own name or in the name of the Company prior to such succession,
any of or all of the Notes issuable under this Indenture which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor Person instead of upon the Company Order, and subject to
all the terms, conditions and limitations in this Indenture, the Trustee shall
authenticate and shall deliver any Notes that previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication
and any Notes which such successor Person thereafter shall cause to be signed
and delivered to the Trustee on its behalf for that purpose. All the Notes so
issued shall have in all respects the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all such Notes had been issued at the date of
the execution of this Indenture.

                                   ARTICLE TEN

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 10.01     DISCHARGE OF INDENTURE

                  When (a) the Company shall deliver to the Trustee for
cancellation all Notes theretofore authenticated (other than any Notes that
shall have been mutilated, destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year and the Company
shall deposit with the Trustee, in


                                       40
<PAGE>   46
trust, funds sufficient to pay at their Stated Maturity all the Notes (other
than any Notes that shall have been mutilated, destroyed, lost or stolen and
that have been replaced or paid as provided in Section 2.06) not theretofore
canceled or delivered to the Trustee for cancellation, including principal,
premium, if any, and interest due or to become due prior to such Stated
Maturity, but excluding, however, the amount of any money for the payment of
principal of, premium, if any, or interest on the Notes

                           (1) theretofore deposited with the Trustee and repaid
         by the Trustee to the Company in accordance with the provisions of
         Section 10.04, or

                           (2) paid to any State or the District of Columbia
         pursuant to its unclaimed property or similar laws, and if in either
         case the Company also shall pay or cause to be paid all other sums
         payable under this Indenture by the Company

then this Indenture shall cease to be of further effect with respect to the
Notes, and the Trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel as required by Section 12.05 and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Notes. The
obligations of the Company to the Trustee under Section 5.06 shall survive the
termination of this Indenture.

                  The Trustee shall notify the Noteholders, at the expense of
the Company, of the immediate availability of the amount referred to in clause
(b) of this Section 10.01 by mailing a notice, first class postage prepaid, to
the holders of Notes at their addresses as they appear on the Note Register.

SECTION 10.02     DEPOSITED MONEY TO BE HELD IN TRUST BY TRUSTEE

                  Subject to Section 10.04, all money deposited with the Trustee
pursuant to Section 10.01 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company if
acting as its own Paying Agent, except as provided in Section 3.02), to the
holders of the particular Notes for the payment of which such money has been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest.

SECTION 10.03     PAYING AGENT TO REPAY MONEY HELD

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

SECTION 10.04     RETURN OF UNCLAIMED MONEY

                  Any money deposited with or paid to the Trustee or any Paying
Agent for payment of the principal of, premium, if any, or interest on Notes, or
then held by the Company in trust for the payment of the principal of, premium,
if any, or interest on Notes, and not applied but remaining unclaimed by the
holders of Notes for two years after the date upon which the principal, premium,
if any, or interest on such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the


                                       41
<PAGE>   47
Trustee on demand or, if then held by the Company, shall be discharged from such
trust, and all liability of the Trustee thereupon shall cease; and the holder of
any of such Notes thereafter, as an unsecured general creditor, shall look only
to the Company for payment of such Notes, 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, thereupon shall cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
at the expense of the Company, shall mail to each holder of Notes notice that
such money remains unclaimed and that, after a date specified in such notice,
which shall not be less than 30 days from the date of such mailing, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 10.05     DISCHARGE OF INDENTURE AS TO NOTES

                  (a)      The Company shall be deemed to have paid and
discharged the entire indebtedness on all the Notes at the time outstanding and,
upon Company Order, the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction, discharge and defeasance of such
indebtedness, when:

                           (1) with respect to all Notes at the time
         outstanding, the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust, U.S. dollars,
         U.S. Government Obligations or a combination thereof, in an amount that
         through the payment of interest and principal and premium in respect
         thereof in accordance with their terms will provide (without any
         reinvestment of such interest or principal), not later than one
         Business Day before the due date of any payment in respect of the
         Notes, money in an amount sufficient (in the case of a deposit
         including any U.S. Government Obligations, in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee at or prior
         to the time of such deposit) to pay and discharge each installment of
         principal of, and interest on, the outstanding Notes on the dates such
         installments of principal and interest are due or upon the Stated
         Maturity thereof;

                           (2) 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 Notes shall have occurred and be
         continuing on the date of such deposit as evidenced to the Trustee in
         an Officers' Certificate delivered concurrently with such deposit to
         the Trustee;

                           (3) the Company shall have paid or caused to be paid
         all other sums payable with respect to the Notes at the time
         outstanding;

                           (4) 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, or the Company has obtained a waiver of any such
         breach, violation or default;

                           (5) the Company shall have delivered to the Trustee
         an Opinion of Counsel to the effect that holders of the Notes will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of the Company's exercise of its option under this


                                       42
<PAGE>   48
         Section 10.05 and will be subject to Federal income tax on the same
         amount and in the manner and at the same times as would have been the
         case if such option had not been exercised and, in the case of the
         Notes being discharged, accompanied by a ruling to that effect received
         from or published by the Internal Revenue Service; and

                           (6) the Company shall have 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, discharge and defeasance of the entire indebtedness on
         all Notes at the time outstanding have been complied with.

                  (b)      "U.S. Government Obligations" means securities that
are (i) direct obligations of the United States of America 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 of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America which in either
case under clauses (i) or (ii) are not callable or redeemable at the option of
the issuer thereof.

                  (c)      Upon the satisfaction of the conditions set forth in
this Section 10.05 with respect to all the Notes at the time outstanding, the
terms and conditions of the Notes, including the terms and conditions with
respect thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company (except as to any surviving rights of conversion or
registration of transfer or exchange and rights relating to mutilated,
destroyed, lost and stolen Notes pursuant to Section 2.06; provided, however,
that the Company shall not be discharged from any payment obligations in respect
of Notes which are deemed not to be outstanding under clause (c) of the
definition thereof if such obligations continue to be valid obligations of the
Company under applicable law.

SECTION 10.06     REPAYMENT TO COMPANY OF DEPOSITS MADE PURSUANT TO SECTION
                  10.05

                  After the payment in full of the entire indebtedness of Notes
with respect to which a deposit has been made with the Trustee pursuant to
Section 10.05, the Trustee and any Paying Agent upon Company Order promptly
shall return to the Company any money or U.S. Government Obligations held by
them that are not required for the payment of the principal of, premium, if any,
and interest on the Notes.

SECTION 10.07     DEPOSITS IRREVOCABLE

                  Any deposits with the Trustee referred to in Sections 10.01
and 10.05 shall be irrevocable.

SECTION 10.08     REINSTATEMENT

                  If the Trustee is unable to apply any money or U.S. Government
Obligations in accordance with Section 10.01 or 10.05 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.01 or 10.05


                                       43
<PAGE>   49
until such time as the Trustee is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 10.01 or 10.05.

                                 ARTICLE ELEVEN

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 11.01     INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS

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

                                 ARTICLE TWELVE

                            MISCELLANEOUS PROVISIONS

SECTION 12.01     PROVISIONS BINDING ON COMPANY'S SUCCESSORS

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

SECTION 12.02     OFFICIAL ACTS BY SUCCESSOR

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

SECTION 12.03     ADDRESSES FOR NOTICES; ETC.

                  Any notice or demand that by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Notes on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee) to Synovus
Financial Corp., Attention: Treasurer, P.O. Box 120, Columbus, Georgia
31902-0120. Any notice, direction, request or demand by any Noteholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing to The Bank of New York, 10161
Centurion Parkway, Jacksonville, Florida 32256, Attention: Corporate Trust
Division.


                                       44
<PAGE>   50

SECTION 12.04     GOVERNING LAW

                  THIS INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES.

SECTION 12.05     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT

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

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than certificates provided pursuant to
Section 3.04, which certificates shall comply with the requirements of Section
3.04) shall include: (i) a statement that the person making such certificate or
opinion has read such covenant or condition; (ii) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinion contained in such certificate or opinion are based; (iii) a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with; and (iv) a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

                  The provisions of this Section 12.05 are in furtherance of and
subject to Sections 314(c)(1), 314(c)(2) and 314(e) of the Trust Indenture Act.

SECTION 12.06     LEGAL HOLIDAYS

                  In any case where the Stated Maturity of principal of,
premium, if any, or interest on the Notes will not be a Business Day, payment of
such principal, premium, if any, or interest need not be made on such date but
may be made on the next following Business Day with the same force and effect as
if made on the Stated Maturity and, if such principal, premium, if any, or
interest is duly paid on such next following Business Day, no interest shall
accrue for the period from and after such Stated Maturity to such next following
Business Day.

SECTION 12.07     TRUST INDENTURE ACT TO CONTROL

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision hereof which is required
to be included in this Indenture by any provision of the Trust Indenture Act,
such required provision shall control.


                                       45
<PAGE>   51
SECTION 12.08     NO SECURITY INTEREST CREATED

                  Nothing in this Indenture or in the Notes, expressed 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
located.

SECTION 12.09     BENEFITS OF INDENTURE

                  Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties to this Indenture, any Paying
Agent, any Note registrar and their successors under this Indenture and the
holders of Notes any benefit or any legal or equitable right, remedy or claim
under this Indenture.

SECTION 12.10     REFERENCES TO PREMIUM; PAYMENTS TO BE MADE IN U.S. DOLLARS

                  All references herein to "premium" on the Notes shall be
deemed to include the Repurchase Price payable with respect to the Notes in
accordance with Section 3.06(c). Notwithstanding anything in this Indenture to
the contrary, any payments on or relating to any Note shall be made only in U.S.
dollars.

SECTION 12.11     AUTHENTICATING AGENT

                  There may be an Authenticating Agent appointed by the Trustee
to act as its agent on its behalf and subject to its direction in connection
with the authentication and delivery of the Notes. The Notes authenticated by
such Authenticating Agent shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee. Wherever reference is made in the Indenture to the authentication and
delivery of Notes by the Trustee or to the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by such Authenticating
Agent. Such Authenticating Agent shall at all times be a Person organized and
doing business under the laws of the United States or of any State, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000, subject to supervision or examination by
Federal or State authority.

                  Any Person into which any Authenticating Agent may be merged
or converted, or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which any Authenticating Agent shall
be party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such Authenticating Agent. Any Authenticating Agent may at any time resign by
giving written notice of resignation to the Trustee and to the Company. The
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the
Company.

                                       46
<PAGE>   52

                  Upon receiving 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 12.11, the Trustee
promptly may appoint a successor Authenticating Agent, which shall be acceptable
to the Company, and shall give written notice of such appointment to the
Company, and the Company shall give notice of such appointment to all holders of
Notes. 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 Authenticating Agent shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee.

SECTION 12.12     TABLE OF CONTENTS, HEADINGS, ETC.

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

SECTION 12.13     EXECUTION IN COUNTERPARTS

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

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


                  THE BANK OF NEW YORK hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions set forth above
in this Indenture.



                                       47
<PAGE>   53

                  IN WITNESS WHEREOF, SYNOVUS FINANCIAL CORP. has caused this
Indenture to be signed and acknowledged by its President, and its corporate seal
to be affixed hereunto, and the same to be attested by its Secretary, and THE
BANK OF NEW YORK has caused this Indenture to be signed and acknowledged by its
authorized officer or agent, and has caused its corporate seal to be affixed
hereunto and the same to be attested by its Corporate Trust Officer, as of the
day and year first written above.

                                            SYNOVUS FINANCIAL CORP.



                                            By:
                                               ---------------------------------
                                                            [Name]
                                                            [Title]
[SEAL]

Attest:


----------------------------------
                  Secretary
                                            THE BANK OF NEW YORK



                                            By:
                                               ---------------------------------
                                                            [Name]
                                                            [Title]
[SEAL]

Attest:


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

                                       48
<PAGE>   54
STATE OF                          )
                                  ) ss.:
COUNTY OF                         )

                  On the __ day of December, 2000, before me personally came
_________________, to me known, who, being by me duly sworn did depose and say
that he resides at _________________________________; that he is the President
of Synovus Financial Corp., one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by the authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



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

[NOTARIAL SEAL]




STATE OF                          )
                                  ) ss.:
COUNTY OF                         )

                  On the __day of December, 2000, before me personally came
_________________, to me known, who, being by me duly sworn did depose and say
that he resides at _________________________________; that he is a ___________
of THE BANK OF NEW YORK, one of the corporations described in and which executed
the above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by the authority of the Board of Directors of said corporation; and that
he signed his name thereto by like authority.



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

[NOTARIAL SEAL]


                                       49
<PAGE>   55
                                                                  APPENDIX A

                             Synovus Financial Corp.
                                                                   No.:  ___
                          _____% Senior Notes Due 2005

Cusip No.: ______________                                      $______________




                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
SUCCESSOR DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES SPECIFIED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN 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 SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE) MAY BE
REGISTERED EXCEPT IN SUCH SPECIFIED CIRCUMSTANCES.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  Synovus Financial Corp., a corporation duly organized and
existing under the laws of Georgia (the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Two Hundred Million Dollars ($200,000,000) on ___________,
2005, and to pay interest thereon from ___________, 2000 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on ______________ and _____________ in each year, commencing
_____________, at the rate of _______% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will be paid, as provided in
the Indenture, to the Person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of business on the Regular Record Date for
such interest, which shall be the _______ or _________ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for forthwith will
cease to be payable to the holder on such Regular Record Date


<PAGE>   56
and either may be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to holders of Notes of this series not less than
ten days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
or automated quotation system on which the Notes may be listed or traded, and
upon such notice as may be required by such exchange or automated quotation
system, all as more fully provided in the Indenture.

                  Payment of the principal of, premium, if any, and interest on
this Note will be made at the office or agency of the Company maintained for
that purpose in New York, New York or in such other office or agency as may be
established by the Company pursuant to the Indenture, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. Notwithstanding any provisions of the
Indenture or this Note to the contrary, at the option of the Company, payment of
interest on this Note may be made by check pursuant to the terms of this Note
mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register, except that a holder of $20,000,000 or more in
aggregate principal amount of Notes will be entitled to receive such payments by
wire transfer within the United States of immediately available funds if
appropriate wire transfer instructions shall have been received in writing by
the Paying Agent not later than ten days prior to the applicable Interest
Payment Date.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

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


                                       2
<PAGE>   57


                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:

                                     SYNOVUS FINANCIAL CORP.



                                     By:
                                         --------------------------------------

                                                                    [SEAL]

Attest:



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


                                       3
<PAGE>   58


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes issued under the within-mentioned
Indenture.

                                       THE BANK OF NEW YORK,
                                             As Trustee and Authenticating Agent



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


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<PAGE>   59


                          _____% Senior Notes Due 2005

                  This Note is one of a duly authorized issue of securities of
the Company (the "Notes"), issued under an Indenture, dated as of December __,
2000 (the "Indenture", which term shall have the meaning assigned to in it in
such instrument), between the Company and The Bank of New York, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which the Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, in the
initial aggregate principal amount of $200,000,000.

                  If an Event of Default with respect to Notes shall occur and
be continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

                  In the event of a TSYS Transaction, each holder of Notes shall
have the right to require the repurchase of its Notes by the Company on the
terms set forth in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Notes to be
affected under the Indenture at any time by the Company and the Trustee with
consent of the holders of a majority in principal amount of the Notes at the
time outstanding. The Indenture also contains provisions permitting the holders
of specified percentages in principal amount of the Notes at the time
outstanding, on behalf of the holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the holder
of this Note shall be conclusive and binding upon such holder and upon all
future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange therefor in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.

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

                  As provided in the Indenture and subject to certain
limitations therein set forth, Notes will be issued only in fully registered
form and will be represented by one or more Global Notes registered in the name
of a nominee of The Depository Trust Company. Beneficial interests in the Notes
will be shown on, and transfers thereof will be effected only through, the
records maintained by The Depository Trust Company's participants. Except for
the limited


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<PAGE>   60

circumstances described in the Indenture, owners of beneficial interests in the
Notes will not be entitled to receive Notes in definitive form and will not be
considered the holders thereof.

                  The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the holder surrendering the same.

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

                  Each holder of a Note covenants and agrees by its acceptance
thereof to comply and be bound by the foregoing provisions.

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

                  This Note is not secured by any collateral, including the
assets of the Company or any of its Subsidiaries.

                  No recourse for the payment of the principal of, premium, if
any, or interest on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
Person, either directly or through the Company or any successor Person, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the issue
hereof, expressly waived and released.

                  All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                  THE INDENTURE AND THIS NOTE SHALL EACH BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.


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