<PAGE>

                                                                     EXHIBIT 4.9



                    NATIONAL COMMERCE FINANCIAL CORPORATION



                                   AS ISSUER



                                       TO



                              THE BANK OF NEW YORK



                                   AS TRUSTEE



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



                         JUNIOR SUBORDINATED INDENTURE



                            DATED DECEMBER    , 2001

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




<PAGE>

                               Table of Contents
                               -----------------



                                                                        Page
                                                                        ----


                                   ARTICLE I

            Definitions and Other Provisions of General Application
            --------------------- ---------------------------------

SECTION 1.01.  Definitions...............................................  2
SECTION 1.02.  Compliance Certificate and Opinions....................... 13
SECTION 1.03.  Forms of Documents Delivered to Trustee................... 14
SECTION 1.04.  Acts of Holders........................................... 14
SECTION 1.05.  Notices, Etc. to Trustee and Company...................... 17
SECTION 1.06.  Notice to Holders; Waiver................................. 18
SECTION 1.07.  Conflict with Trust Indenture Act......................... 18
SECTION 1.08.  Effect of Headings and Table of Contents.................. 18
SECTION 1.09.  Successors and Assigns.................................... 18
SECTION 1.10.  Separability Clause....................................... 19
SECTION 1.11.  Benefits of Indenture..................................... 19
SECTION 1.12.  Governing Law............................................. 19
SECTION 1.13.  Non-Business Days......................................... 19


                                  ARTICLE II

                                Security Forms
                                --------------

SECTION 2.01.  Forms Generally........................................... 19
SECTION 2.02.  Form of Face of Security.................................. 20
SECTION 2.03.  Form of Reverse of Security............................... 25
SECTION 2.04.  Additional Provisions Required in Global Security......... 29
SECTION 2.05.  Form of Trustee's Certificate of Authentication........... 29

                                  ARTICLE III

                                The Securities
                                --------------

SECTION 3.01.  Title and Terms........................................... 30
SECTION 3.02.  Denominations............................................. 33
SECTION 3.03.  Execution, Authentication, Delivery and Dating............ 33
SECTION 3.04.  Temporary Securities...................................... 35
SECTION 3.05.  Registration, Transfer and Exchange....................... 36
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities.......... 38
SECTION 3.07.  Payment of Interest; Interest Rights Preserved............ 39
SECTION 3.08.  Persons Deemed Owners..................................... 41
SECTION 3.09.  Cancellation.............................................. 41
SECTION 3.10.  Computation of Interest................................... 42
SECTION 3.11.  Deferrals of Interest Payment Dates....................... 42
SECTION 3.12.  Right of Set-Off.......................................... 44
SECTION 3.13.  Agreed Tax Treatment...................................... 44
SECTION 3.14.  Shortening or Extension of Stated Maturity................ 44
<PAGE>

SECTION 3.15.  CUSIP Numbers............................................. 45

                                  ARTICLE IV

                          Satisfaction and Discharge
                          --------------------------

SECTION 4.01   Satisfaction and Discharge of Indenture................... 45
SECTION 4.02.  Application of Trust Money................................ 46

                                   ARTICLE V

                                   Remedies
                                   --------

SECTION 5.01.  Events of Default......................................... 47
SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment........ 48
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement
               by Trustee................................................ 50
SECTION 5.04.  Trustee May File Proofs of Claim.......................... 51
SECTION 5.05.  Trustee May Enforce Claims Without Possession of
               Securities................................................ 52
SECTION 5.06.  Application of Money Collected............................ 52
SECTION 5.07.  Limitation on Suits....................................... 53
SECTION 5.08.  Unconditional Right of Holders To Receive Principal,
               Premium and Interest; Direct Action by Holders of
               Preferred Securities...................................... 54
SECTION 5.09.  Restoration of Rights and Remedies........................ 54
SECTION 5.10.  Rights and Remedies Cumulative............................ 55
SECTION 5.11.  Delay or Omission Not Waiver.............................. 55
SECTION 5.12.  Control by Holders........................................ 55
SECTION 5.13.  Waiver of Past Defaults................................... 56
SECTION 5.14.  Undertaking for Costs..................................... 57
SECTION 5.15.  Waiver of Usury, Stay or Extension Laws................... 57

                                  ARTICLE VI

                                  The Trustee
                                  -----------

SECTION 6.01.  Certain Duties and Responsibilities....................... 57
SECTION 6.02.  Notice of Defaults........................................ 59
SECTION 6.03.  Certain Rights of Trustee................................. 59
SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities.... 61
SECTION 6.05.  May Hold Securities....................................... 61
SECTION 6.06.  Money Held in Trust....................................... 61
SECTION 6.07.  Compensation and Reimbursement............................ 61
SECTION 6.08.  Disqualification; Conflicting Interests................... 62
SECTION 6.09.  Corporate Trustee Required; Eligibility................... 62
SECTION 6.10.  Resignation and Removal; Appointment of Successor......... 63

                                       ii
<PAGE>

SECTION 6.11.  Acceptance of Appointment by Successor.................... 65
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
               Business.................................................. 66
SECTION 6.13.  Preferential Collection of Claims Against Company......... 67
SECTION 6.14.  Appointment of Authenticating Agent....................... 67

                                  ARTICLE VII

               Holder's Lists and Reports by Trustee and Company
               -------------------------------------------------

SECTION 7.01.  Company To Furnish Trustee Names and Addresses of Holders. 70
SECTION 7.02.  Preservation of Information, Communications to Holders.... 70
SECTION 7.03.  Reports by Trustee........................................ 70
SECTION 7.04.  Reports by Company........................................ 71

                                 ARTICLE VIII

             Consolidation, Merger, Conveyance, Transfer or Lease
             ----------------------------------------------------

SECTION 8.01.  Company May Consolidate, Etc., Only on Certain Terms...... 71
SECTION 8.02.  Successor Corporation Substituted......................... 72

                                  ARTICLE IX

                            Supplemental Indentures
                            -----------------------

SECTION 9.01.  Supplemental Indentures without Consent of Holders........ 73
SECTION 9.02.  Supplemental Indentures with Consent of Holders........... 75
SECTION 9.03.  Execution of Supplemental Indentures...................... 77
SECTION 9.04.  Effect of Supplemental Indentures......................... 77
SECTION 9.05.  Conformity with Trust Indenture Act....................... 77
SECTION 9.06.  Reference in Securities to Supplemental Indentures........ 77

                                   ARTICLE X

                                   Covenants
                                   ---------

SECTION 10.01. Payment of Principal, Premium and Interest................ 78
SECTION 10.02. Maintenance of Office or Agency........................... 78
SECTION 10.03. Money for Security Payments To Be Held in Trust........... 79
SECTION 10.04. Statement as to Compliance................................ 80
SECTION 10.05. Waiver of Certain Covenants............................... 81
SECTION 10.06. Payment of Trust Costs and Expenses....................... 81
SECTION 10.07. Additional Covenants...................................... 82
SECTION 10.08. Calculation of Original Issue Discount.................... 83

                                      iii
<PAGE>

                                  ARTICLE XI

                           Redemption of Securities
                           ------------------------

SECTION 11.01. Applicability of This Article............................. 83
SECTION 11.02. Election To Redeem; Notice to Trustee..................... 83
SECTION 11.03. Selection of Securities To Be Redeemed.................... 84
SECTION 11.04. Notice of Redemption...................................... 84
SECTION 11.05. Deposit of Redemption Price............................... 85
SECTION 11.06. Payment of Securities Called for Redemption............... 86
SECTION 11.07. Right of Redemption of Securities Initially Issued
               to a Trust................................................ 86

                                  ARTICLE XII

                                 Sinking Funds
                                 -------------

SECTION 12.01. Applicability of Article.................................. 87
SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities..... 87
SECTION 12.03. Redemption of Securities for Sinking Fund................. 88


                                 ARTICLE XIII

                          Subordination of Securities
                          ---------------------------

SECTION 13.01. Agreement to Subordinate.................................. 90
SECTION 13.02. Default on Senior Debt.................................... 91
SECTION 13.03. Liquidation; Dissolution; Bankruptcy...................... 91
SECTION 13.04. Subrogation............................................... 94
SECTION 13.05. Trustee to Effectuate Subordination....................... 95
SECTION 13.06. Notice by the Company..................................... 95
SECTION 13.07  Reliance on Judicial Order or Certificate of
               Liquidating Agent......................................... 97
SECTION 13.08  Rights of the Trustee; Holders of Senior Debt............. 97
SECTION 13.09. Subordination May Not Be Impaired......................... 98
SECTION 13.10. Article Applicable to Paying Agents....................... 99

                                       iv
<PAGE>

          Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318 (c) of the Trust Indenture Act of 1939, as
amended by the Trust Reform Act of 1990, are a part of and govern the Indenture
whether or not physically contained therein) and the Junior Subordinated
Indenture, dated as of         , 2001


TRUST
INDENTURE                                INDENTURE
ACT SECTION                               SECTION
-------------                        -----------------

Section 310    (a) (1), (2) and (5)..6.09
               (a) (3)...............Not Applicable
               (a) (4)...............Not Applicable
               (b)...................6.08
               ......................6.10
               (c)...................Not Applicable
Section 311    (a)...................6.13(a)
               (b)...................6.13(b)
               (b) (2)...............7.03(a) (2)
               ......................7.03(a) (2)
Section 312    (a)...................7.01
               ......................7.02(a)
               (b)...................7.02(b)
               (c)...................7.02(c)
Section 313    (a)...................7.03(a)
               (b)...................7.03(b)
               (c)...................7.03(a), 7.03(b)
               (d)...................7.03(c)
Section 314    (a) (1), (2) and (3)..7.04
               (a) (4)...............10.05
               (b)...................Not Applicable
               (c) (1)...............1.02
               (c) (2)...............1.02
               (c) (3)...............Not Applicable
               (d)...................Not Applicable
               (e)...................1.02
               (f)...................Not Applicable
Section 315    (a)...................6.01(a)
               (b)...................6.02
               ......................7.03(a) (6)
               (c)...................6.01(b)
               (d)...................6.01(c)
               (d) (1)...............6.01(a) (1)
               (d) (2)...............6.01(c) (2)
               (d) (3)...............6.01(c) (3)
               (e)...................5.14
Section 316    (a)...................1.01
               (a) (1) (A)...........5.12
               (a) (1) (B)...........5.13
               (a) (2)...............Not Applicable
               (b)...................5.08
               (c)...................1.04(f)
Section 317    (a) (1)...............5.03
               (a) (2)...............5.04
               (b)...................10.3
Section 318    (a)...................1.07




                                       v
<PAGE>

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

                                       vi
<PAGE>

               JUNIOR SUBORDINATED INDENTURE, dated as of December , 2001,
          between NATIONAL COMMERCE FINANCIAL CORPORATION, a Tennessee
          corporation (hereinafter called the "Company") having its principal
          office at One Commerce Square, Memphis, Tennessee, 38150 and THE BANK
          OF NEW YORK, a New York banking corporation, as Trustee (hereinafter
          called the "Trustee").

                            RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in one or more series (hereinafter called the
"Securities") of substantially the tenor hereinafter provided, including,
-----------
without limitation, Securities issued to evidence loans made to the Company of
the proceeds from the issuance from time to time by one or more business trusts
(each a "Trust," and, collectively, the "Trusts") of preferred interests in such
         -----                           ------
Trusts (the "Preferred Securities") and common interests in such Trusts (the
             --------------------
"Common Securities" and, collectively with the Preferred Securities, the "Trust
------------------                                                        -----
Securities"), and to provide the terms and conditions upon which the Securities
----------
are to be authenticated, issued and delivered.

          All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration
of the premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:
<PAGE>

                                                                               2


                                   ARTICLE I

                             Definitions and Other
                             ---------------------
                       Provisions of General Application
                       ---------------------------------

          SECTION 1.01.  Definitions.  For all purposes of this Indenture,
                         ------------
except as otherwise expressly provided or unless the context otherwise requires:

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

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

          (3)  All accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and the term "generally accepted accounting principles" with
     respect to any computation required or permitted hereunder shall mean such
     accounting principles which are generally accepted at the date or time of
     such computation; provided, that when two or more principles are so
                       --------
     generally accepted, it shall mean that set of principles consistent with
     those in use by the Company; and

          (4)  The words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

          "Act" when used with respect to any Holder has the meaning specified
           ---
in Section 1.04.

          "Additional Interest" means the interest, if any, that shall accrue on
           -------------------
any interest on the Securities of any series the payment of which has not been
made on the applicable Interest Payment Date and which shall accrue at the rate
per annum specified or determined as specified in such Security from the
applicable Interest Payment Date.

          "Additional Taxes" means the sum of any additional taxes, duties and
           ----------------
other governmental charges to which a Trust has become subject from time to time
as a result of a Tax Event.
<PAGE>

                                                                               3

          "Administrative Trustee" means, in respect of any Trust, each Person
           ----------------------
identified as an "Administrative Trustee" in the related Trust Agreement, solely
in such Person's capacity as Administrative Trustee of such Trust under such
Trust Agreement and not in such Person's individual capacity, or any successor
administrative trustee appointed as therein provided.

          "Affiliate" of any specified Person means any other Person directly or
           ---------
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, no Trust to which
                                    --------  -------
Securities have been issued shall be deemed to be an Affiliate of the Company.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.  For purposes of the
definition of "Senior Debt" only, "Affiliate" shall mean, with respect to a
specified Person, (a)any Person directly or indirectly owning, controlling or
holding with power to vote 10% or more of the outstanding voting securities or
other ownership interests of the specified Person, (b) any Person 10% or more of
whose outstanding voting securities or other ownership interests are directly or
indirectly  owned, controlled or held with power to vote by the specified
Person, (c) any Person directly or indirectly controlling, controlled by, or
under common control with the specified Person, (d) a partnership in which the
specified Person is a general partner, (e) any executive officer or director of
the specified Person, and (f) if the specified Person is an individual, any
entity of which the specified Person is an executive officer, director or
general partner.

          "Authenticating Agent" means any Person authorized by the Trustee
           --------------------
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

          "Board of Directors" means either the board of directors of the
           ------------------
Company or any committee of that board duly authorized to act hereunder.

          "Board Resolution" means a copy of a resolution certified by the
           ----------------
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, or such committee of the Board of Directors or officers
of
<PAGE>

                                                                               4

the Company to which authority to act on behalf of the Board of Directors has
been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

          "Business Day" means any day other than (i) a Saturday or Sunday, (ii)
           ------------
a day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series initially issued to a Trust, the principal office of the Property Trustee
under the related Trust Agreement, is closed for business.

          "Capital Securities Guarantee Agreement" means the Guarantee Agreement
           --------------------------------------
dated as of March 27, 1997, between the Company and The Bank of New York, as
guarantee trustee, for the benefit of the Holders (as defined therein) from time
to time of the Capital Securities (as defined therein) of National Commerce
Capital Trust I, a subsidiary of the Company.

          "Capital Treatment Event", with respect to a Trust, means the
           -----------------------
reasonable determination by the Company that, as a result of (i) any amendment
to, or change in, the laws or regulations of the United States or any political
subdivision thereof or therein that becomes effective on or after the date of
the initial issuance of the Preferred Securities of such Trust, (ii) any
proposed change in such laws or regulations that is announced on or after the
date of the initial issuance of the Preferred Securities of such Trust, or (iii)
any official administrative decision, judicial decision, administrative action
or other official pronouncement interpreting or applying such laws or
regulations that is announced on or after the date of issuance of the Preferred
Securities of such Trust, there is more than an insubstantial risk that the
Company will not be entitled to treat an amount equal to the Liquidation Amount
(as defined in the related Trust Agreement) of such Preferred Securities as
"Tier 1 Capital" (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the Federal Reserve, as then in effect and applicable to
the Company.

          "Commission" means the Securities and Exchange Commission, as from
           ----------
time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust
<PAGE>

                                                                               5

Indenture Act, then the body performing such duties at such time.

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

          "Common Securities Guarantee Agreement" means the Guarantee Agreement
           -------------------------------------
dated as of March 27, 1997, executed and delivered by the Company for the
benefit of the Holders (as defined therein) from time to time of the Common
Securities (as defined therein) of National Commerce Capital Trust I, a
subsidiary of the Company.

          "Common Stock" means the common stock, par value $2.00 per share, of
           ------------
the Company.

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

          "Company Request" and "Company Order" mean, respectively, the written
           ---------------       -------------
request or order signed in the name of the Company by the Chairman of the Board
of Directors, the Vice Chairman of the Board of Directors, its President or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary of the Company, and delivered to the Trustee.

          "Corporate Trust Office" means the principal office of the Trustee at
           ----------------------
which at any particular time its corporate trust business shall be administered,
which at the date hereof is 101 Barclay Street, Floor 21 West, New York, New
York 10286.

          "corporation" includes a corporation, association, company, joint-
           -----------
stock company or business trust.

          "Defaulted Interest" has the meaning specified in Section 3.07.
           ------------------

          "Depositary" means, with respect to the Securities of any series
           ----------
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 with respect to such series (or any successor thereto).

          "Discount Security" means any security which provides for an amount
           -----------------
less than the principal amount
<PAGE>

                                                                               6

thereof to be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.02.

          "Distributions", with respect to the Trust Securities issued by a
           -------------
Trust, means amounts payable in respect of such Trust Securities as provided in
the related Trust Agreement and referred to therein as "Distributions".

          "Dollar" means the currency of the United States of America that, as
           ------
at the time of payment, is legal tender for the payment of public and private
debts.

          "Event of Default" unless otherwise specified in the supplemental
           ----------------
indenture creating a series of Securities has the meaning specified in Article
V.

          "Exchange Act" means the Securities Exchange Act of 1934 and any
           ------------
statute successor thereto, in each case as amended from time to time.

          "Expiration Date" has the meaning specified in Section 1.04(f).
           ---------------

          "Extension Period" has the meaning specified in Section 3.11.
           ----------------

          "Federal Reserve" means the Board of Governors of the Federal Reserve
           ---------------
System, as from time to time constituted, or if at any time after the execution
of this Indenture the Federal Reserve is not existing and performing the duties
now assigned to it, then the body performing such duties at such time.

          "Global Security" means a Security in the form prescribed in Section
           ---------------
2.04 evidencing all or part of a series of Securities, issued to the Depositary
or its nominee for such series, and registered in the name of such Depositary or
its nominee.

          "Guarantee", with respect to the Trust Securities issued by a Trust,
           ---------
means the guarantee by the Company of Distributions on such Trust Securities to
the extent provided in the Guarantee Agreement.

          "Guarantee Agreement", with respect to the Trust Securities issued by
           -------------------
a Trust, means the Guarantee Agreement substantially in the form attached hereto
as Annex B, or substantially in such form as may be specified as
<PAGE>

                                                                               7

contemplated by Section 3.01 with respect to the Securities of any series, in
each case as amended from time to time.

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

          "Indenture" means this instrument as originally executed or as it may
           ---------
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of each particular series of Securities established
as contemplated by Section 3.01.

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

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

          "Moody's" means Moody's Investors Service, Inc.
           -------

          "1997 Debentures" means the Floating Rate Junior Subordinated
           ---------------
Deferrable Interest Debentures due 2027, issued pursuant to the 1997 Indenture.

          "1997 Guarantees" means the Company's guarantees in respect of the
           ---------------
"Trust Securities" (as defined in the 1997 Indenture) issued pursuant to the
Capital Securities Guarantee Agreement and the Common Securities Guarantee
Agreement.

          "1997 Indenture" means the Indenture dated as of March 27, 1997,
           --------------
between the Company and The Bank of New York, as trustee, as supplemented by the
Supplemental Indenture dated as of March 27, 1997, between the Company and The
Bank of New York, as trustee.

          "Notice of Default" means a written notice of the kind specified in
           -----------------
Section 5.01(3).

          "Officers' Certificate" means a certificate signed by the Chairman of
           ---------------------
the Board of Directors, a Vice Chairman of the Board of Directors, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the
<PAGE>

                                                                               8

Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be
           ------------------
counsel for the Company, and who shall be acceptable to the Trustee.

          "Original Issue Date" means the date of issuance specified as such in
           -------------------
each Security.

          "Outstanding" means, when used in reference to any Securities, as of
           -----------
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

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

          (ii) Securities for whose payment or Redemption Price money in the
     necessary amount has been theretofore deposited with the Trustee or any
     Paying Agent in trust for the Holders of such Securities; and

          (iii) Securities in substitution for or in lieu of which other
     Securities have been authenticated and delivered or which have been paid
     pursuant to Section 3.06, unless proof satisfactory to the Trustee is
     presented that any such Securities are held by Holders in whose hands such
     Securities are valid, binding and legal obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
--------  -------
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee actually knows to be so
owned shall be so disregarded.  Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.  Upon the
written request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any,
<PAGE>

                                                                               9

known by the Company to be owned or held by or for the account of the Company or
any other obligor on the Securities or any Affiliate of the Company or such
obligor, and, subject to the provisions of Section 6.01, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

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

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

          "Place of Payment" means, with respect to the Securities of any
           ----------------
series, the place or places where the principal of (and premium, if any) and
interest on the Securities of such series are payable pursuant to Sections 3.01
and 3.11.

          "Predecessor Security" of any particular Security means every previous
           --------------------
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

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

          "Property Trustee" means, in respect of any Trust, the commercial bank
           ----------------
or trust company identified as the "Property Trustee" in the related Trust
Agreement, solely in its capacity as Property Trustee of such Trust under such
Trust Agreement and not in its individual capacity, or its successor in interest
in such capacity, or any successor property trustee appointed as therein
provided.

          "Redemption Date", when used with respect to any Security to be
           ---------------
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.
<PAGE>

                                                                              10

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

          "Regular Record Date" for the interest payable on any Interest Payment
           -------------------
Date with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.01 with respect to Securities of a series, (i) in the case
of Securities of a series represented by one or more Global Securities, the
Business Day next preceding such Interest Payment Date and (ii) in the case of
Securities of a series not represented by one or more Global Securities, the
date which is fifteen days next preceding such Interest Payment Date (whether or
not a Business Day).

          "Responsible Officer" when used with respect to the Trustee means any
           -------------------
officer of the Trustee assigned by the Trustee from time to time to administer
its corporate trust matters.

          "Rights Plan" means a plan of the Company providing for the issuance
           -----------
by the Company to all holders of its Common Stock of rights entitling the
holders thereof to subscribe for or purchase shares of Common Stock or any class
or series of preferred stock of the Company, which rights (i) are deemed to be
transferred with such shares of Common Stock, (ii) are not exercisable and (iii)
are also issued in respect of future issuances of Common Stock, in each case
until the occurrence of a specified event or events.

          "S&P" means Standard & Poor's Ratings Services.
           ---

          "Securities" or "Security" means any debt securities or debt security,
           ----------      --------
as the case may be, authenticated and delivered under this Indenture.

          "Securities Register" and "Securities Registrar" have the respective
           -------------------       --------------------
meanings specified in Section 3.05.

          "Senior Debt" means, with respect to the Company (except any other
           -----------
obligations which rank pari passu with the Securities of a series), (i) the
                       ---- -----
principal and interest in respect of (A) indebtedness of the Company for money
borrowed and (B) indebtedness evidenced by securities, debentures, notes, bonds
or other similar instruments issued by the Company, including, without
limitation, any current or future indebtedness under any indenture (other than
this Indenture) to which the Company is a party; (ii) all capital lease
obligations of the Company; (iii) all obligations of
<PAGE>

                                                                              11

the Company issued or assumed as the deferred purchase price of property, all
conditional sale obligations of the Company and all obligations of the Company
under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (iv) all obligations of the Company
for the reimbursement of any letter of credit, any banker's acceptance, any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement, any obligation under options
or any similar credit or other transaction; (v) all obligations of the type
referred to in clauses (i) through (iv) above of other Persons for the payment
of which the Company is responsible or liable as obligor, guarantor or
otherwise; and (vi) all obligations of the type referred to in clauses (i)
through (v) above of other Persons secured by any lien on any property or asset
of the Company (whether or not such obligation is assumed by the Company),
except for (1) any indebtedness between or among the Company or any Affiliate of
the Company and (2) any series of Securities issued pursuant to this Indenture
and guarantees in respect of any such series of Securities. Senior Debt does not
include (a) the Securities of any series, (b) any junior subordinated debt
securities issued in the future with subordination terms substantially similar
to the Securities of any series, (c) the 1997 Guarantees or (d) the 1997
Debentures. Senior Debt shall continue to be Senior Debt and be entitled to the
subordination provisions irrespective of any amendment, modification or waiver
of any term of such Senior Debt.

          "Special Record Date" for the payment of any Defaulted Interest means
           -------------------
a date fixed by the Trustee pursuant to Section 3.07.

          "Stated Maturity" when used with respect to any Security or any
           ---------------
installment of principal thereof or interest thereon means the date specified
pursuant to the terms of such Security as the date on which the principal of
such Security or such installment of interest is due and payable, in the case of
such principal, as such date may be shortened or extended as provided pursuant
to the terms of such Security and this Indenture.

          "Subsidiary" means a corporation more than 50% of the outstanding
           ----------
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.  For purposes of this definition, "voting stock" means stock which
ordinarily has voting power for the
<PAGE>

                                                                              12

election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

          "Tax Event", with respect to a Trust, means the receipt by such Trust
           ---------
or the Company of an Opinion of Counsel (as defined in the relevant Trust
Agreement) experienced in such matters to the effect that, as a result of (i)
any amendment to, or change in, the laws or any regulations of the United States
or any political subdivision or taxing authority thereof or therein that becomes
effective after the date of issuance of the Preferred Securities of such Trust,
(ii) any proposed change in such laws or regulations that is announced after the
date of issuance of the Preferred Securities of such Trust, or (iii) any
official administrative decision or judicial decision or administrative action
or other official pronouncement interpreting or applying such laws or
regulations that is announced after the date of issuance of the Preferred
Securities of such Trust, there is more than an insubstantial risk that (A) such
Trust is, or will be within 90 days of the date of such Opinion of Counsel,
subject to United States federal income tax with respect to income received or
accrued on the corresponding series of Securities issued by the Company to such
Trust, (B) interest payable by the Company on such corresponding series of
Securities is not, or within 90 days of the date of such Opinion of Counsel,
will not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes or (C) such Trust is, or will be within 90 days of
the date of such Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

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

          "Trust Agreement", with respect to a Trust, means a Trust Agreement
           ---------------
substantially in the form attached hereto as Annex A, as amended by the form of
Amended and Restated Trust Agreement substantially in the form attached hereto
as Annex B, or substantially in such form as may be specified as contemplated by
Section 3.01 with respect to the Securities of any series, in each case as
amended from time to time.

          "Trustee" means the Person named as the "Trustee" in the first
           -------
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable
<PAGE>

                                                                              13

provisions of this Indenture, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder and, if at any time there is more
than one such Person, "Trustee" as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that series.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
           -------------------
Section 77aaa-77bbb), as amended and as in effect on the date of this Indenture,
except as provided in Section 9.05.

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

          "Vice President", when used with respect to the Company means any duly
           --------------
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

          SECTION 1.02.  Compliance Certificate and Opinions.  Upon any
                         ------------------------------------
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers Certificate stating that all conditions precedent (including covenants,
compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a
condition precedent), if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.05) shall include:

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

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

                                                                              14

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

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

          SECTION 1.03.  Forms of Documents Delivered to Trustee.  In any case
                         ----------------------------------------
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

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

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

          SECTION 1.04.  Acts of Holders.  (a)  Any request, demand,
                         ----------------
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given to or taken by Holders may be embodied in and
evidenced by one or
<PAGE>

                                                                              15

more instruments of substantially similar tenor signed by such Holders in person
or by an agent or proxy duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments is or are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent or
proxy shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof.  Where
such execution is by a Person acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.

          (c)  The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

          (d)  The ownership of Securities shall be proved by the Securities
Register.

          (e)  Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

          (f)  The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request,
<PAGE>

                                                                              16

demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders of
Securities of such series, provided that the Company may not set a record date
for, and the provisions of this paragraph shall not apply with respect to, the
giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of the relevant Outstanding Securities on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date, provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of the relevant
Outstanding Securities on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of the relevant Outstanding Securities on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of the relevant Securities in
the manner set forth in Section 1.06.

          The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 5.02, (iii) any request to institute proceedings referred
to in Section 5.07(2) or (iv) any direction referred to in Section 5.12, in each
case with respect to the relevant Securities.  If any record date is set
pursuant to this paragraph, the Holders of the relevant Outstanding Securities
on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date, provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of the relevant Outstanding Securities on such
record date.  Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new
<PAGE>

                                                                              17

record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of the relevant
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in writing and to
each Holder of the relevant Securities in the manner set forth in Section 1.06.

          With respect to any record date set pursuant to this Section, the
party hereto which sets such record date may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day, provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of the relevant Outstanding Securities in the manner
set forth in Section 1.06, on or prior to the existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.  Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

          (g)  Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

          SECTION 1.05.  Notices, Etc. to Trustee and Company.  Any request,
                         -------------------------------------
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

          (1) the Trustee by any Holder, any holder of Preferred Securities or
     the Company shall be sufficient
<PAGE>

                                                                              18

     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, or

          (2) the Company by the Trustee, any Holder or any holder of Preferred
     Securities shall be sufficient for every purpose (except as otherwise
     provided in Section 5.01) hereunder if in writing and mailed, first class,
     postage prepaid, to the Company at the address of its principal office
     specified in the first paragraph of this instrument or at any other address
     previously furnished in writing to the Trustee by the Company.

          SECTION 1.06.  Notice to Holders; Waiver.   Where this Indenture
                         --------------------------
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first class postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Securities Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.  In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders.  Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

          SECTION 1.07.  Conflict with Trust Indenture Act. If any provision of
                         ----------------------------------
this Indenture limits, qualifies or conflicts with the duties imposed by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of
Section 318(c) thereof, such imposed duties shall control.

          SECTION 1.08.  Effect of Headings and Table of Contents.  The Article
                         -----------------------------------------
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

          SECTION 1.09.  Successors and Assigns.  All covenants and agreements
                         -----------------------
in this Indenture by the Company
<PAGE>

                                                                              19


shall bind its successors and assigns, whether so expressed or not.

          SECTION 1.10.  Separability Clause.  In case any provision of this
                         --------------------
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

          SECTION 1.11.  Benefits of Indenture.  Nothing in this Indenture or in
                         ----------------------
the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors and assigns, the holders of Senior Debt, the
Holders of the Securities and, to the extent expressly provided in Sections
5.02, 5.08, 5.09, 5.11, 5.13, 9.01 and 9.02, the holders of Preferred
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

          SECTION 1.12.  Governing Law.  THIS INDENTURE AND THE SECURITIES SHALL
                         --------------
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

          SECTION 1.13.  Non-Business Days.  In any case where any Interest
                         ------------------
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or the
Securities) payment of interest or principal (and premium, if any) need not be
made on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, until such next
succeeding Business Day) except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (in each case with the same force and effect as if made
on the Interest Payment Date or Redemption Date or at the Stated Maturity).


                                  ARTICLE II

                                Security Forms
                                --------------

          SECTION 2.01.  Forms Generally.  The Securities of each series and the
                         ----------------
Trustee's certificate of authentication shall be in substantially the forms set
forth in this Article, or in such other form or forms as shall be established by
or pursuant to a Board Resolution or in one
<PAGE>

                                                                              20

or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with applicable tax laws or the rules of any securities
exchange or automated quotation system on which the Securities may be listed or
traded or as may, consistently herewith, be determined by the officers executing
such Securities, as evidenced by their execution of the Securities. If the form
of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
3.03 with respect to the authentication and delivery of such Securities.

          The Trustee's certificates of authentication shall be substantially in
the form set forth in this Article.

          The definitive Securities shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods, if required by any
securities exchange or automated quotation system on which the Securities may be
listed or traded, on a steel engraved border or steel engraved borders or may be
produced in any other manner permitted by the rules of any securities exchange
or automated quotation system on which the Securities may be listed or traded,
all as determined by the officers executing such Securities, as evidenced by
their execution of such securities.

          SECTION 2.02.  Form of Face of Security.
                         -------------------------

          NATIONAL COMMERCE FINANCIAL CORPORATION
CUSIP _______  ___% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

No.            $

          NATIONAL COMMERCE FINANCIAL CORPORATION, a corporation organized and
existing under the laws of the state of Tennessee (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to     , or
registered assigns, the principal sum of        Dollars on          ,
[; provided that the Company may, subject to
<PAGE>

                                                                              21

certain conditions set forth in Section 3.14 of the Indenture, (i) shorten the
Stated Maturity of the principal of this Security to a date not earlier than ,
and (ii) extend the Stated Maturity of the principal of this Security at any
time on one or more occasions, but in no event to a date later than      ]. The
Company further promises to pay interest on said principal sum from , or from
the most recent interest payment date (each such date, an "Interest Payment
                                                           ----------------
Date") on which interest has been paid or duly provided for, [monthly]
----
[quarterly] [semi-annually] [if applicable, insert -(subject to deferral as set
forth herein)] in arrears on [insert applicable Interest Payment Dates] of each
year, commencing        , at the rate of    % per annum, until the principal
hereof shall have become due and payable, [if applicable, insert plus
Additional Interest at a per annum rate equal to    %, if any,] until the
principal hereof is paid or duly provided for or made available for payment [if
applicable, insert - and on any overdue principal and (without duplication and
to the extent that payment of such interest is enforceable under applicable law)
on any overdue installment of interest at the rate of    % per annum, compounded
[monthly] quarterly] [semi-annually]. The amount of interest payable for any
period shall be computed on the basis of twelve 30-day months and a 360-day
year. The amount of interest payable for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Security
is not a Business Day, then a payment of the interest payable on such date will
be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on the date the payment was originally payable. A "Business
                                                                     --------
Day" shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which
---
banking institutions in The City of New York are authorized or required by law
or executive order to remain closed or (iii) a day on which the Corporate Trust
Office of the Trustee [if applicable, insert - or the principal office of the
Property Trustee under the Trust Agreement hereinafter referred to for [name of
applicable Trust]--,] is closed for business. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest

<PAGE>

                                                                              22

installment, which shall be the [insert definition of Regular Record Dates]. Any
such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) 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 Securities of this series
not less than 10 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 Securities of
this series may be listed or traded, and upon such notice as may be required by
such exchange or self-regulatory organization, all as more fully provided in
said Indenture.

          [If applicable, insert - So long as no Event of Default has occurred
and is continuing, the Company shall have the right at any time during the term
of this Security to defer payment of interest on this Security, at any time or
from time to time, for up to  consecutive [monthly] [quarterly] [semi-annual]
interest payment periods with respect to each deferral period (each an
"Extension Period"), during which Extension Periods the Company shall have the
right to make partial payments of interest on any Interest Payment Date, and at
the end of which the Company shall pay all interest then accrued and unpaid
(together with Additional Interest thereon to the extent permitted by applicable
law); provided, however, that no Extension Period shall extend beyond the Stated
Maturity of the principal of this Security; provided, further, that during any
such Extension Period, the Company shall not, and shall not permit any
Subsidiary of the Company to, (i) declare or pay any dividends or distributions
on or redeem, purchase, acquire or make a liquidation payment with respect to,
any of the Company's capital stock or (ii) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem any debt security
of the Company that ranks pari passu with or junior in interest to this Security
or (iii) make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any Subsidiary of the Company if such
guarantee ranks pari passu with or junior in interest to this Security (other
than (a) dividends or distributions in the Company's capital stock, (b) any
declaration of a dividend in connection with the implementation of a Rights Plan
or the redemption or repurchase of any rights distributed pursuant to a Rights
<PAGE>

                                                                              23

Plan, (c) payments under the Guarantee with respect to this Security, and (d)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers or
employees, related to the issuance of Common Stock or rights under a dividend
reinvestment and stock purchase plan, or related to the issuance of Common Stock
(or securities convertible or exchangeable for Common Stock) as consideration in
an acquisition transaction that was entered into prior to the commencement of
such Extension Period). Prior to the termination of any such Extension Period,
the Company may further defer the payment of interest, provided that no
Extension Period shall exceed ___ consecutive [months] [quarters] [semi-annual]
periods or extend beyond the Stated Maturity of the principal of this Security.
Upon the termination of any such Extension Period and upon the payment of all
accrued and unpaid interest and any Additional Interest then due, the Company
may elect to begin a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period except at the end
thereof.  The Company shall give the Holder of this Security and the Trustee,
the Property Trustee and the Administrative Trustees notice of its election to
begin any Extension Period at least one Business Day prior to the next
succeeding Interest Payment Date on which interest on this Security would be
payable but for such deferral [if applicable, insert - or, with respect to the
Securities issued to a Trust, so long as such Securities are held by such Trust,
prior to the earlier of (i) the next succeeding date on which Distributions on
the Preferred Securities would be payable but for such deferral or (ii) the date
the Administrative Trustees are required to give notice to any securities
exchange or other applicable self-regulatory organization or to holders of such
Preferred Securities of the record date or the date such Distributions are
payable, but in any event not less than one Business Day prior to such record
date]].

          Payment of principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, 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 [if applicable, insert -; provided, however, that at the option of
                                        --------  -------
the Company payment of interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register or (ii) by wire transfer in immediately available funds at such place
and to such account as may be designated in writing at least 15 days
<PAGE>

                                                                              24

before the relevant Interest Payment Date by the Person entitled thereto as
specified in the Securities Register].

          The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto.  Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes.  Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

          Reference is hereby made to the further provisions of this Security
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 Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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


                                        NATIONAL COMMERCE FINANCIAL CORPORATION,

                                        by
                                           -------------------------------------
                                           [President or Vice President]

Attest:


----------------------------------
[Secretary or Assistant Secretary]
<PAGE>

                                                                              25

          SECTION 2.03.  Form of Reverse of Security.  This Security is one of a
                         ----------------------------
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under a Junior
-----------
Subordinated Indenture, dated as of       , 2001 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
            -------
Indenture), to which 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 Trustee, the Company and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $      ].

          All terms used in this Security that are defined in the Indenture [if
applicable, insert -or in the Trust Agreement, dated as of ___________, 2001, as
amended (the "Trust Agreement"), for [National Commerce Capital Trust II,] among
              ---------------
National Commerce Financial Corporation, as Depositor, and the Trustees named
therein, shall have the meanings assigned to them in the Indenture [if
applicable, insert -or the Trust Agreement, as the case may be].

          [If applicable, insert--The Company may at any time, at its option, on
or after ___________, ____, and subject to the terms and conditions of Article
XI of the Indenture, redeem this Security in whole at any time or in part from
time to time, without premium or penalty, at a redemption price equal to 100% of
the principal amount thereof plus accrued and unpaid interest [if applicable,
insert - including Additional Interest, if any] to the Redemption Date.]

          [If applicable, insert--Upon the occurrence and during the
continuation of a Tax Event or a Capital Treatment Event in respect of a Trust,
the Company may, at its option, at any time within 90 days of the occurrence of
such Tax Event or Capital Treatment Event redeem this Security, in whole but not
in part, subject to the provisions of Section 11.07 and the other provisions of
Article XI of the Indenture, at a redemption price equal to 100% of the
principal amount thereof plus accrued and unpaid interest, including Additional
Interest, if any, to the Redemption Date.]

          In the event of redemption of this Security in part only, a new
Security or Securities of this series for
<PAGE>

                                                                              26

the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.

          The Indenture contains provisions for satisfaction and discharge of
the entire indebtedness of this Security upon compliance by the Company with
certain conditions set forth in the Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee at any time to enter into a supplemental indenture
or indentures for the purpose of modifying in any manner the rights and
obligations of the Company and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series to be affected by such supplemental
indenture. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities of all series at the
time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

          [If the Security is not a Discount Security, -As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series may
declare the principal amount of all the Securities of this series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), provided that, in the case of the Securities of this
                      --------
series issued to a Trust, if upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee; and upon
any such declaration the principal amount of and the accrued interest
<PAGE>

                                                                              27

(including any Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture. The
Holders of a majority in principal amount of the Outstanding Securities of this
series may annul such declaration and waive such default. If the Holders of a
majority in principal amount of the Outstanding Securities fail to annul such
declaration and waive such default, the holders of a majority in aggregate
Liquidation Amount of the Preferred Securities affected then outstanding shall
have such right.]

          [If the Security is a Discount Security, -As provided in and subject
to the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than such portion
of the principal amount as may be specified in the terms of this series may
declare an amount of principal of the Securities of this series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), provided that, in the case of the Securities of this
series issued to a Trust, if upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee.  Such
amount shall be equal to - insert formula for determining the amount.  Upon any
such declaration, such amount of the principal of and the accrued interest
(including any Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.  Upon
payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
interest, if any, on this Security shall terminate.]
<PAGE>

                                                                              28

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security 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, the transfer of this Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained under Section 10.02
of the Indenture duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.  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.

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

          The Securities of this series are issuable only in registered form
without coupons in denominations of $        and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of such series of a different authorized denomination, as
requested by the Holder surrendering the same.

          The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States Federal, state and local
tax purposes it is intended that this Security constitute indebtedness.
<PAGE>

                                                                              29

          THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

          SECTION 2.04.  Additional Provisions Required in Global Security.  Any
                         --------------------------------------------------
Global Security issued hereunder shall, in addition to the provisions contained
in Sections 2.02 and 2.03, bear a legend in substantially the following form:

          "This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary.  This Security is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary."

          SECTION 2.05.  Form of Trustee's Certificate of Authentication.  This
                         ------------------------------------------------
is one of the Securities referred to in the within mentioned Indenture.

Dated:

                                       THE BANK OF NEW YORK,
                                         as Trustee,

                                       by
                                          -------------------------------------
                                          Authorized Signatory
<PAGE>

                                                                              30

                                  ARTICLE III

                                The Securities
                                --------------

          SECTION 3.01.  Title and Terms.  The aggregate principal amount of
                         ----------------
Securities which may be authenticated and delivered under this Indenture is
unlimited.

          The Securities may be issued from time to time in one or more series.
The following matters shall be established in or pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of a series:

          (a) the title of the Securities of such series, which shall
     distinguish the Securities of the series from all other Securities;

          (b) the limit, if any, upon the aggregate principal amount of the
     Securities of such series which may be authenticated and delivered under
     this Indenture (except for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other
     Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or
     11.06 and except for any Securities which, pursuant to the last paragraph
     of Section 3.03, are deemed never to have been authenticated and delivered
     hereunder); provided, however, that the authorized aggregate principal
                 --------  -------
     amount of such series may be increased above such amount by a Board
     Resolution to such effect;

          (c) the Stated Maturity or Maturities on which the principal of the
     Securities of such series is payable or the method of determination
     thereof;

          (d) the rate or rates, if any, at which the Securities of such series
     shall bear interest, if any, the rate or rates and extent to which
     Additional Interest, if any, shall be payable in respect of any Securities
     of such series, the Interest Payment Dates on which such interest shall be
     payable, the right, pursuant to Section 3.11 or as otherwise set forth
     therein, of the Company to defer or extend an Interest Payment Date, and
     the Regular Record Date for the interest payable on any Interest Payment
     Date or the method by which any of the foregoing shall be determined;
<PAGE>

                                                                              31

          (e) the place or places where the principal of (and premium, if any)
     and interest on the Securities of such series shall be payable, the place
     or places where the Securities of such series may be presented for
     registration of transfer or exchange, and the place or places where notices
     and demands to or upon the Company in respect of the Securities of such
     series may be made;

          (f) the period or periods within which, or the date or dates on which,
     if any, the price or prices at which and the terms and conditions upon
     which the Securities of such series may be redeemed, in whole or in part,
     at the option of the Company;

          (g) the obligation or the right, if any, of the Company to redeem,
     repay or purchase the Securities of such series pursuant to any sinking
     fund, amortization or analogous provisions or upon the happening of a
     specified event, or at the option of a Holder thereof, and the period or
     periods within which, the price or prices at which, the currency or
     currencies (including currency unit or units) in which and the other terms
     and conditions upon which Securities of the series shall be redeemed,
     repaid or purchased, in whole or in part, pursuant to such obligation;

          (h) the denominations in which any Securities of such series shall be
     issuable, if other than denominations of $25 and any integral multiple
     thereof;

          (i) if other than Dollars, the currency or currencies (including
     currency unit or units) in which the principal of (and premium, if any) and
     interest, if any, on the Securities of the series shall be payable, or in
     which the Securities of the series shall be denominated;

          (j) the additions, modifications or deletions, if any, in the Events
     of Default or covenants of the Company set forth herein with respect to the
     Securities of such series;

          (k) if other than the principal amount thereof, the portion of the
     principal amount of Securities of such series that shall be payable upon
     declaration of acceleration of the Maturity thereof;
<PAGE>

                                                                              32

          (l) the additions or changes, if any, to this Indenture with respect
     to the Securities of such series as shall be necessary to permit or
     facilitate the issuance of the Securities of such series in bearer form,
     registrable or not registrable as to principal, and with or without
     interest coupons;

          (m) any index or indices used to determine the amount of payments of
     principal of and premium, if any, on the Securities of such series or the
     manner in which such amounts will be determined;

          (n) whether the Securities of the series, or any portion thereof,
     shall initially be issuable in the form of a temporary Global Security
     representing all or such portion of the Securities of such series and
     provisions for the exchange of such temporary Global Security for
     definitive Securities of such series;

          (o) if applicable, that any Securities of the series shall be issuable
     in whole or in part in the form of one or more Global Securities and, in
     such case, the respective Depositaries for such Global Securities, the form
     of any legend or legends which shall be borne by any such Global Security
     in addition to or in lieu of that set forth in Section 2.04 and any
     circumstances in addition to or in lieu of those set forth in Section 3.05
     in which any such Global Security may be exchanged in whole or in part for
     Securities registered, and any transfer of such Global Security in whole or
     in part may be registered, in the name or names of Persons other than the
     Depositary for such Global Security or a nominee thereof;

          (p) the appointment of any Paying Agent or Agents for the Securities
     of such series;

          (q) the terms of any right to convert or exchange Securities of such
     series into any other securities or property of the Company, and the
     additions or changes, if any, to this Indenture with respect to the
     Securities of such series to permit or facilitate such conversion or
     exchange;

          (r) the form or forms of the Trust Agreement, Amended and Restated
     Trust Agreement and Guarantee Agreement, if different from the forms
     attached hereto as Annexes A, B and C, respectively;
<PAGE>

                                                                              33

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

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

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

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

          The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article XIII.

          SECTION 3.02.  Denominations.  The Securities of each series shall be
                         --------------
in registered form without coupons and shall be issuable in denominations of $25
and any integral multiple thereof, unless otherwise specified as contemplated by
Section 3.01.

          SECTION 3.03.  Execution, Authentication, Delivery and Dating.  The
                         -----------------------------------------------
Securities shall be executed on behalf of the Company by its President or one of
its Vice Presidents [under its corporate seal reproduced or impressed thereon]
and attested by its Secretary or one of its Assistant Secretaries.  The
signature of any of these officers on the Securities may be manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.  At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a
<PAGE>

                                                                              34

Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and make such
Securities available for delivery. If the form or terms of the Securities of the
series have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 2.01 and 3.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating,

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

          (2) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 3.01, that such terms
     have been established in conformity with the provisions of this Indenture;

          (3) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors rights and to general equity principles;
     and

          (4) that all requirements of New York, Tennessee and Federal law in
     respect of the execution and delivery by the Company of such Securities,
     and all covenants and conditions set forth in this Indenture which are
     conditions precedent hereto, have been complied with.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.
<PAGE>

                                                                              35

          Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.  Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.09, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall not be entitled to the benefits of this Indenture.

          SECTION 3.04.  Temporary Securities.  Pending the preparation of
                         ---------------------
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and make available for delivery, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities of such series in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

          If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay.  After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or
<PAGE>

                                                                              36

agency of the Company designated for that purpose without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities, the
Company shall execute and the Trustee shall authenticate and make available for
delivery in exchange therefor one or more definitive Securities of the same
series, of any authorized denominations having the same Original Issue Date and
Stated Maturity and having the same terms as such temporary Securities. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

          SECTION 3.05.  Registration, Transfer and Exchange.  The Company shall
                         ------------------------------------
cause to be kept at the Corporate Trust Office of the Trustee a register in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
Such register is herein sometimes referred to as the "Securities Register".  The
Trustee is hereby appointed "Securities Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

          Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and make available for delivery, in
the name of the designated transferee or transferees, one or more new Securities
of the same series of any authorized denominations, of a like aggregate
principal amount, of the same Original Issue Date and Stated Maturity and having
the same terms.

          At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency.  Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, the Securities which the Holder making the exchange is entitled to
receive.

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

                                                                              37

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

          No service charge shall be made to a Holder for any transfer or
exchange of Securities, 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 transfer or exchange of Securities.

          The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

          (1)  Each Global Security authenticated under this Indenture shall be
     registered in the name of the Depositary designated for such Global
     Security or a nominee thereof and delivered to such Depositary or a nominee
     thereof or custodian therefor, and each such Global Security shall
     constitute a single Security for all purposes of this Indenture.

          (2)  Notwithstanding any other provision in this Indenture, no Global
     Security may be exchanged in whole or in part for Securities registered,
     and no transfer of a Global Security in whole or in part may be registered,
     in the name of any Person other than the Depositary for such Global
     Security or a nominee thereof unless (A) such Depositary is unwilling,
     unable or ineligible to continue as Depositary for such Global Security,
     (B) the Company advises the Trustee in writing that it elects to terminate
     the book-entry system, or (C) after the occurrence of an Event of Default,
     owners of a beneficial interest in a series of Securities of at least a
     majority in aggregate outstanding principal amount of such Securities
     advises the Trustee in writing that the continuation of the book-entry
     system is no longer in the best interest of the owners of such Securities.


          (3)  Subject to Clause (2) above, any exchange of a Global Security
     for other Securities may be made in
<PAGE>

                                                                              38

     whole or in part, and all securities issued in exchange for a Global
     Security or any portion thereof shall be registered in such names as the
     Depositary for such Global Security shall direct.

          (4)  Every Security authenticated and delivered upon registration of
     transfer of, or in exchange for or in lieu of, a Global Security or any
     portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06
     or 11.06 or otherwise, shall be authenticated and delivered in the form of,
     and shall be, a Global Security, unless such Security is registered in the
     name of a Person other than the Depositary for such Global Security or a
     nominee thereof.

          Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any Security of
any series during a period beginning at the opening of business 15 days before
the day of selection for redemption of Securities pursuant to Article XI and
ending at the close of business on the day of mailing of notice of redemption or
(b) to transfer or exchange any Security so selected for redemption in whole or
in part, except, in the case of any Security to be redeemed in part, any portion
thereof not to be redeemed.

          SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities.  If
                         -------------------------------------------------
any mutilated Security is surrendered to the Trustee together with such security
or indemnity as may be required by the Company or the Trustee to save each of
them harmless, the Company shall execute and the Trustee shall authenticate and
make available for delivery in exchange therefor a new Security of the same
issue and series of like tenor and principal amount, having the same Original
Issue Date and Stated Maturity and bearing the same interest rate as such
mutilated Security, and bearing a number not contemporaneously outstanding.

          If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
make available for delivery, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity and
bearing the same
<PAGE>

                                                                              39

interest rate as such destroyed, lost or stolen Security, and bearing a number
not contemporaneously outstanding.

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

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

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

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

          SECTION 3.07.  Payment of Interest; Interest Rights Preserved.
                         -----------------------------------------------
Interest on any Security of any series 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 Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
in respect of Securities of such series, except that, unless otherwise provided
in the Securities of such series, interest payable on the Stated Maturity of the
principal of a Security shall be paid to the Person to whom principal is paid.
The initial payment of interest on any Security of any series which is issued
between a Regular Record Date and the related Interest Payment Date shall be
payable as provided in such Security or in the Board Resolution pursuant to
Section 3.01 with respect to the related series of Securities.  At the option of
the Company, interest on any series of Securities may be paid (i) by check
mailed to the address of the Person entitled thereto as it shall appear on the
Securities Register of such series or (ii) by wire transfer in immediately
available funds at such place and to
<PAGE>

                                                                              40

such account as designated by the Person entitled thereto as specified in the
Securities Register of such series.

          Any interest on any Security which is payable, but is not timely paid
or duly provided for, on any Interest Payment Date for Securities of such series
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
                --------- --------
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Securities of such series in respect of
     which interest is in default (or their respective Predecessor Securities)
     are registered at the close of business on a Special Record Date for the
     payment of such Defaulted Interest, which shall be fixed in the following
     manner. The Company shall notify the Trustee in writing of the amount of
     Defaulted Interest proposed to be paid on each Security and the date of the
     proposed payment, and at the same time the Company shall deposit with the
     Trustee an amount of money equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     Clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment.  The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first class, postage
     prepaid, to each Holder of a Security of such series at the address of such
     Holder as it appears in the Securities Register not less than 10 days prior
     to such Special Record Date.  The Trustee may, in its discretion, in the
     name and at the expense of the Company, cause a similar notice to be
     published at least once in a newspaper, customarily published in the
     English language on each Business Day and of general circulation in the
     Borough of Manhattan, The City of New York, but such
<PAGE>

                                                                              41

     publication shall not be a condition precedent to the establishment of such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names the Securities of such series (or their respective Predecessor
     Securities) are registered on such Special Record Date and shall no longer
     be payable pursuant to the following Clause (2).

          (2)  The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange or automated quotation system on which the Securities
     of the series in respect of which interest is in default may be listed or
     traded and, upon such notice as may be required by such exchange or
     automated quotation system (or by the Trustee if the Securities are not
     listed), if, after notice given by the Company to the Trustee of the
     proposed payment pursuant to this Clause, such payment shall be deemed
     practicable by the Trustee.

          Any interest on any Security which is deferred or extended pursuant to
Section 3.11 shall not be Defaulted Interest for the purposes of this Section
3.07.

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

          SECTION 3.08.  Persons Deemed Owners.  The Company, the Trustee and
                         ----------------------
any agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 3.07) any interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

          SECTION 3.09.  Cancellation.  All Securities surrendered for payment,
                         -------------
redemption, transfer or exchange shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and Securities
surrendered directly to the Trustee for any such purpose shall be promptly
canceled by it.  Notwithstanding any other provision of this Indenture, the
Company may
<PAGE>

                                                                              42

at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities shall be returned by the
Trustee to the Company and destroyed by the Company.

          SECTION 3.10.  Computation of Interest.  Except as otherwise specified
                         ------------------------
as contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series for any period shall be computed on the basis of a
360-day year of twelve 30-day months and interest on the Securities of each
series for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months.

          SECTION 3.11.  Deferrals of Interest Payment Dates.  If specified as
                         ------------------------------------
contemplated by Section 2.01 or Section 3.01 with respect to the Securities of a
particular series, so long as no Event of Default has occurred and is
continuing, the Company shall have the right, at any time during the term of
such series, from time to time to defer the payment of interest on such
Securities for such period or periods as may be specified as contemplated by
Section 3.01 (each, an "Extension Period") during which Extension Periods the
                        ----------------
Company shall have the right to make partial payments of interest on any
Interest Payment Date.  No Extension Period shall end on a date other than an
Interest Payment Date.  At the end of any such Extension Period the Company
shall pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law) to the Persons in whose
names such Securities are registered at the close of business on the Regular
Record Date with respect to the Interest Payment Date at the end of such
Extension Period; provided, however, that no Extension Period shall extend
                  --------  -------
beyond the Stated Maturity of the principal of the Securities of such series;
provided further, that during any such Extension Period, the Company shall not,
----------------
and shall not permit any Subsidiary to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company's capital stock, (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt security of the Company that ranks pari
                                            ----
<PAGE>

                                                                              43

passu with or junior in interest to the Securities of such series or (iii) make
-----
any guarantee payments with respect to any guarantee by the Company of the debt
securities of any Subsidiary of the Company that by their terms rank pari passu
                                                                     ---- -----
with or junior in interest to the securities of such series (other than (a)
dividends or distributions in the Company's capital stock, (b) any declaration
of a dividend in connection with the implementation of a Rights Plan, or the
redemption or repurchase of any rights distributed pursuant to a Rights Plan,
(c) payments under the Guarantee with respect to such Security, and (d)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers or
employees, related to the issuance of Common Stock or rights under a dividend
reinvestment and stock purchase plan, or related to the issuance of Common Stock
(or securities convertible or exchangeable for Common Stock) as consideration in
an acquisition transaction that was entered into prior to the commencement of
such Extension Period). Prior to the termination of any such Extension Period,
the Company may further defer the payment of interest, provided that no
Extension Period shall exceed the period or periods specified in such Securities
or extend beyond the Stated Maturity of the principal of such Securities. Upon
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof. The Company shall notify the Property
Trustee, the Administrative Trustees, the Trustee and if the Property Trustee is
not the sole Holder of the Securities of such series, the Holders of the
Securities of such Series, of its election to begin any such Extension Period at
least one Business Day prior to the earlier of (i) the next succeeding date on
which Distributions on the Trust Securities of such Trust would be payable in
the absence of the deferral election; (ii) the date the Administrative Trustees
of such Trust are required to give notice to any securities exchange or
quotation system on which the Preferred Securities of such Trust are then listed
or quoted or to the Holders of Securities; and (iii) one Business Day prior to
such record date.

          The Trustee shall promptly give notice, in the name and at the expense
of the Company, of the Company's

<PAGE>

                                                                              44

election to begin any such Extension Period to the Holders of the Outstanding
Securities of such series.

          SECTION 3.12.  Right of Set-Off.  With respect to the Securities of a
                         -----------------
series issued to a Trust, notwithstanding anything to the contrary in the
Indenture, the Company shall have the right to set-off any payment it is
otherwise required to make thereunder in respect of any such Security to the
extent the Company has theretofore made, or is concurrently on the date of such
payment making, a payment under the Guarantee relating to such Security or under
Section 5.08 of the Indenture.

          SECTION 3.13.  Agreed Tax Treatment.  Each Security issued hereunder
                         ---------------------
shall provide that the Company and, by its acceptance of a Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Security intend that such Security constitutes
indebtedness and agree to treat such Security as indebtedness for United States
Federal, local and state tax purposes.

          SECTION 3.14.  Shortening or Extension of Stated Maturity.  If
                         -------------------------------------------
specified as contemplated by Section 2.01 or Section 3.01 with respect to the
Securities of a particular series, the Company shall have the right to (i)
shorten the Stated Maturity of the principal of the Securities of such series at
any time to any date not earlier than the first date on which the Company has
the right to redeem the Securities of such series, and (ii) extend the Stated
Maturity of the principal of the Securities of such series at any time at its
election for one or more periods, but in no event to a date later than the 49th
anniversary of the Original Issue Date of the Securities of such series;
provided that, if the Company elects to exercise its right to extend the Stated
--------
Maturity of the principal of the Securities of such series pursuant to clause
(ii), above, at the time such election is made and at the time of extension (A)
the Company is not in bankruptcy, otherwise insolvent or in liquidation, (B) the
Company is not in default in the payment of any interest or principal on such
Securities, (C) in the case of any series of Securities held by a Trust, such
Trust is not in arrears on payments of Distributions on the Preferred Securities
issued by such Trust and no deferred Distributions are accumulated and (D) such
Securities are rated not less than BBB- by S&P or Baa3 by Moody's or the
equivalent by any other nationally recognized statistical rating organization.
In the event the Company elects to shorten or extend the Stated Maturity of the
Securities of a particular series, it shall give written
<PAGE>

                                                                              45



notice to the Trustee, and the Trustee shall give notice of such shortening or
extension to the Holders, no less than 30 and no more than 60 days prior to the
effectiveness thereof.

          SECTION 3.15.  CUSIP Numbers.  The Company in issuing the Securities
                         --------------
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
--------
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee of any change in the CUSIP numbers.


                                    ARTICLE IV

                           Satisfaction and Discharge
                           --------------------------

          SECTION 4.01.  Satisfaction and Discharge of Indenture.  This
                         ----------------------------------------
Indenture shall, upon Company Request, cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for and as otherwise provided in this Section 4.01)
and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

          (1) either

               (A) all Securities theretofore authenticated and delivered (other
          than (i) Securities which have been destroyed, lost or stolen and
          which have been replaced or paid as provided in Section 3.06 and (ii)
          Securities for whose payment money has theretofore been deposited in
          trust or segregated and held in trust by the Company and thereafter
          repaid to the Company or discharged from such trust, as provided in
          Section 10.03) have been delivered to the Trustee for cancellation; or

               (B) all such Securities not theretofore delivered to the Trustee
          for cancellation

                    (i) have become due and payable, or
<PAGE>

                                                                              46

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

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

          and the Company, in the case of Clause (B) (i), (ii) or (iii) above,
          has deposited or caused to be deposited with the Trustee as trust
          funds in trust for such purpose an amount in the currency or
          currencies in which the Securities of such series are payable
          sufficient to pay and discharge the entire indebtedness on such
          Securities not theretofore delivered to the Trustee for cancellation,
          for principal (and premium, if any) and interest (including any
          Additional Interest) to the date of such deposit (in the case of
          Securities which have become due and payable) or to the Stated
          Maturity or Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

          SECTION 4.02.  Application of Trust Money. Subject to the provisions
                         ---------------------------
of the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or
<PAGE>

                                                                              47

through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for the payment of which such money or
obligations have been deposited with or received by the Trustee.


                                    ARTICLE V

                                    Remedies
                                    --------

          SECTION 5.01.  Events of Default.  "Event of Default", wherever used
                         ------------------   ----------------
herein with respect to the Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

          (1) default in the payment of any interest upon any Security of that
     series, including any Additional Interest in respect thereof, when it
     becomes due and payable, and continuance of such default for a period of 30
     days (subject to the deferral of any interest payment date in the case of
     an Extension Period); or

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity or upon redemption; or

          (3) default in the performance, or breach, in any material respect, of
     any covenant or warranty of the Company in this Indenture with respect to
     that series (other than a covenant or warranty a default in the performance
     of which or the breach of which is elsewhere in this Section specifically
     dealt with), and continuance of such default or breach for a period of 90
     days after there has been given, by registered or certified mail, to the
     Company by the Trustee or to the Company and the Trustee by the Holders of
     at least 25% in principal amount of the outstanding Securities of that
     series a written notice specifying such default or breach and requiring it
     to be remedied; or

          (4) the entry of a decree or order by a court having jurisdiction in
     the premises adjudging the Company a bankrupt or insolvent, or approving as

<PAGE>

                                                                              48

     properly filed a petition seeking reorganization, arrangement, adjustment
     or composition of or in respect of the Company under any applicable Federal
     or state bankruptcy, insolvency, reorganization or other similar law, or
     appointing a receiver, liquidator, assignee, trustee, sequestrator (or
     other similar official) of the Company or of any substantial part of its
     property or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order unstayed and in effect for a period
     of 60 consecutive days; or

          (5) the institution by the Company of proceedings to be adjudicated a
     bankrupt or insolvent, or the consent by it to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by it of a
     petition or answer or consent seeking reorganization or relief under any
     applicable Federal or state bankruptcy, insolvency, reorganization or other
     similar law, or the consent by it to the filing of any such petition or to
     the appointment of a receiver, liquidator, assignee, trustee, sequestrator
     (or other similar official) of the Company or of any substantial part of
     its property, or the making by it of an assignment for the benefit for
     creditors, or the admission by it in writing of its inability to pay its
     debts generally as they become due and its willingness to be adjudicated a
     bankrupt, or the taking of corporate action by the Company in furtherance
     of any such action; or

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

          SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment.  If
                         ---------------------------------------------------
an Event of Default (other than an Event of Default specified in Section 5.01(4)
or 5.01(5)) with respect to Securities of any series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if the Securities of that series
are Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all the Securities of that series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), provided that, in the case of the Securities
of a series issued to a Trust, if, upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of
<PAGE>

                                                                              49

the Outstanding Securities of that series fail to declare the principal amount
(or, if the Securities of that series are Discount Securities, such portion of
the principal amount as may be specified in the terms of that series) of all the
Securities of that series to be immediately due and payable, the holders of at
least 25% in aggregate liquidation amount of the corresponding series of
Preferred Securities then outstanding shall have such right by a notice in
writing to the Company and the Trustee; and upon any such declaration such
principal amount (or specified portion thereof) of and the accrued interest
(including any Additional Interest) on all the Securities of such series shall
become immediately due and payable. Payment of principal and interest (including
any Additional Interest) on such Securities shall remain subordinated to the
extent provided in Article XIII notwithstanding that such amount shall become
immediately due and payable as herein provided. If an Event of Default specified
in Section 5.01(4) or 5.01(5) with respect to Securities of any series at the
time Outstanding occurs, the principal amount of all the Securities of that
series (or, if the Securities of that series are Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms of that series) shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and
payable.

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

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay:

               (A) all overdue installments of interest (including any
          Additional Interest) on all Securities of that series,

               (B) the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and interest thereon at the rate borne by the
          Securities, and
<PAGE>

                                                                              50

               (C) 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

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which has become due solely by such acceleration, have been cured or waived
     as provided in Section 5.13;

provided that, in the case of Securities of a series held by a Trust, if the
--------
Holders of at least a majority in principal amount of the Outstanding Securities
of that series fails to rescind and annul such declaration and its consequences,
the holders of a majority in aggregate Liquidation Amount (as defined in the
Trust Agreement under which such Trust is formed) of the related series of
Preferred Securities then outstanding shall have such right by written notice to
the Company and the Trustee, subject to the satisfaction of the conditions set
forth in Clauses (1) and (2) above of this Section 5.02.

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

          SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement
                         ----------------------------------------------------
by Trustee.  The Company covenants that if:
-----------

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

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

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal, including any sinking fund payment or
analogous obligations (and premium, if any) and interest (including any
Additional Interest); and, in addition thereto, all amounts owing the Trustee
under Section 6.07.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial
<PAGE>

                                                                              51

proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Securities, wherever
situated.

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

          SECTION 5.04.  Trustee May File Proofs of Claim. In case of the
                         ---------------------------------
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors,

          (a) the Trustee (irrespective of whether the principal of the
     Securities of any series shall then be due and payable as therein expressed
     or by declaration of acceleration or otherwise and irrespective of whether
     the Trustee shall have made any demand on the Company for the payment of
     overdue principal (and premium, if any) or interest (including any
     Additional Interest)) shall be entitled and empowered, by intervention in
     such proceeding or otherwise,

               (i) to file and prove a claim for the whole amount of principal
          (or, if the Securities of that series are Discount Securities, such
          portion of the principal amount as may be due and payable pursuant to
          a declaration in accordance with Section 5.02) (and premium, if any)
          and interest (including any Additional Interest) owing and unpaid in
          respect to the Securities and to file such other papers or documents
          as may be necessary or advisable and to take any and all actions as
          are authorized under the Trust Indenture Act in order to have the
          claims of the Holders and any predecessor to the Trustee under Section
          6.07 allowed in any such judicial proceedings; and
<PAGE>

                                                                              52

               (ii) in particular, the Trustee shall be authorized to collect
          and receive any moneys or other property payable or deliverable on any
          such claims and to distribute the same in accordance with Section
          5.06; and

          (b) any custodian, receiver, assignee, trustee, liquidator,
     sequestrator (or other similar official) in any such judicial proceeding is
     hereby authorized by each Holder to make such payments to the Trustee for
     distribution in accordance with Section 5.06, and in the event that the
     Trustee shall consent to the making of such payments directly to the
     Holders, to pay to the Trustee any amount due to it and any predecessor
     Trustee under Section 6.07.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
                                                           --------  -------
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors or
other similar committee.

          SECTION 5.05.  Trustee May Enforce Claims Without Possession of
                         ------------------------------------------------
Securities.  All rights of action and claims under this Indenture or the
-----------
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.07, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

          SECTION 5.06.  Application of Money Collected. Any money or property
                         -------------------------------
collected or to be applied by the Trustee with respect to a series of Securities
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money or
property on account of principal (or premium, if any) or interest (including any
Additional Interest), upon presentation of the Securities
<PAGE>

                                                                              53

and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due the Trustee and any
     predecessor Trustee under Section 6.07;

          SECOND:  Subject to Article XIII, to the payment of the amounts then
     due and unpaid upon such series of Securities for principal (and premium,
     if any), interest (including any Additional Interest) and Additional Taxes,
     in respect of which or for the benefit of which such money has been
     collected, ratably, without preference or priority of any kind, according
     to the amounts due and payable on such series of Securities for principal
     (and premium, if any) and interest (including any Additional Interest),
     respectively; and

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

          SECTION 5.07.  Limitation on Suits.  No Holder of any Securities of
                         --------------------
any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture or for the appointment of a receiver,
assignee, trustee, liquidator, sequestrator (or other similar official) or for
any other remedy hereunder, unless:

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

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

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

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

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-
<PAGE>

                                                                              54

     day period by the Holders of a majority in principal amount of the
     Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

          SECTION 5.08.  Unconditional Right of Holders To Receive Principal,
                         ----------------------------------------------------
Premium and Interest; Direct Action by Holders of Preferred Securities.
-----------------------------------------------------------------------
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07)
interest (including any Additional Interest) on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder. In the case of Securities of a series held by a Trust, any holder of the
corresponding series of Preferred Securities held by such Trust shall have the
right, upon the occurrence of an Event of Default described in Section 5.01(1)
or 5.01(2), to institute a suit directly against the Company for enforcement of
payment to such holder of principal of (premium, if any) and (subject to Section
3.07) interest (including any Additional Interest) on the Securities having a
principal amount equal to the aggregate Liquidation Amount (as defined in the
Trust Agreement under which such Trust is formed) of such Preferred Securities
of the corresponding series held by such holder.

          SECTION 5.09.  Restoration of Rights and Remedies. If the Trustee, any
                         -----------------------------------
Holder or any holder of Preferred Securities has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee, such Holder or such holder of Preferred Securities, then and in
every such case the Company, the Trustee, the Holders and such holder of
Preferred Securities shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee, the Holders and the holders
of
<PAGE>

                                                                              55

Preferred Securities shall continue as though no such proceeding had been
instituted.

          SECTION 5.10.  Rights and Remedies Cumulative. Except as otherwise
                         -------------------------------
provided in the last paragraph of Section 3.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

          SECTION 5.11.  Delay or Omission Not Waiver.  No delay or omission of
                         -----------------------------
the Trustee, any Holder of any Security or any holder of any Preferred Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.

          Every right and remedy given by this Article or by law to the Trustee
or to the Holders and the right and remedy given to the holders of Preferred
Securities by Section 5.08 may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee, the Holders or the holders of Preferred
Securities, as the case may be.

          SECTION 5.12.  Control by Holders.  The Holders of a majority in
                         -------------------
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that:

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

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction, and

          (3) subject to the provisions of Section 6.01, the Trustee shall have
     the right to decline to follow such direction if a Responsible Officer or
     Officers of the Trustee shall, in good faith, determine that the
<PAGE>

                                                                              56

     proceeding so directed would be unjustly prejudicial to the Holders not
     joining in any such direction or would involve the Trustee in personal
     liability.

          SECTION 5.13.  Waiver of Past Defaults.  The Holders of not less than
                         ------------------------
a majority in principal amount of the Outstanding Securities of any series and,
in the case of any Securities of a series issued to a Trust, the holders of a
majority in Liquidation Amount (as defined in the relevant Trust Agreement) of
Preferred Securities issued by such Trust may waive any past default hereunder
and its consequences with respect to such series except a default:

          (1) in the payment of the principal of (or premium, if any) or
     interest (including any Additional Interest) on any Security of such series
     (unless all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which has become due solely by such acceleration, have been cured or
     annulled as provided in Section 5.03 and the Company has paid or deposited
     with the Trustee a sum sufficient to pay all overdue installments of
     interest (including any Additional Interest) on all Securities of that
     series, the principal of (and premium, if any, on) any Securities of that
     series which have become due otherwise than by such declaration of
     acceleration and interest thereon at the rate borne by the Securities, and
     all sums paid or advanced by the Trustee hereunder and the reasonable
     compensation, expenses, disbursements and advances of the Trustee, its
     agents and counsel), or

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

          Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities of such series or, in the case of a waiver by holders of
Preferred Securities issued by such Trust, by all holders of Preferred
Securities issued by such Trust.

          Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.
<PAGE>

                                                                              57

          SECTION 5.14.  Undertaking for Costs.  All parties to this Indenture
                         ----------------------
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest (including any Additional Interest) on any Security on or
after the respective Stated Maturities expressed in such Security.

          SECTION 5.15.  Waiver of Usury, Stay or Extension Laws.  The Company
                         ----------------------------------------
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                  ARTICLE VI

                                  The Trustee
                                  -----------

          SECTION 6.01.  Certain Duties and Responsibilities.  (a)  Except
                         ------------------------------------
during the continuance of an Event of Default,

          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations
<PAGE>

                                                                              58

     shall be read into this Indenture against the Trustee; and

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

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

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

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

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

          (3) 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 Holders pursuant to Section 5.12 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 with respect to the Securities of such series.

          (d)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity
<PAGE>

                                                                              59

against such risk or liability is not reasonably assured to it.

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

          SECTION 6.02.  Notice of Defaults.  Within 90 days after actual
                         -------------------
knowledge by a Responsible Officer of the Trustee of the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series, as their
names and addresses appear in the Securities Register, notice of such default,
unless such default shall have been cured or waived; provided, however, that,
                                                     --------  -------
except in the case of a default in the payment of the principal of (or premium,
if any) or interest (including any Additional Interest) on any Security of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities of such series; and provided further, that, in the case of any
                               ----------------
default of the character specified in Section 5.01(3), no such notice to Holders
of Securities of such series shall be given until at least 30 days after the
occurrence thereof.  For the purpose of this Section, the term "default" means
                                                                -------
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

          SECTION 6.03.  Certain Rights of Trustee.  Subject to the provisions
                         --------------------------
of Section 6.01:

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

          (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;
<PAGE>

                                                                              60

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

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

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

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

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

          (h) the Trustee shall not be liable for any action taken, suffered, or
     omitted to be taken by it in good faith and reasonably believed by it to be
     authorized or within the discretion or rights or powers conferred upon it
     by this Indenture.
<PAGE>

                                                                              61

          SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities.
                         -------------------------------------------------------
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities.  Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of the Securities or the proceeds thereof.

          SECTION 6.05.  May Hold Securities.  The Trustee, any Authenticating
                         --------------------
Agent, any Paying Agent, any Securities Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

          SECTION 6.06.  Money Held in Trust.  Money held by the Trustee in
                         --------------------
trust hereunder need not be segregated from other funds except to the extent
required by law.  The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company.

          SECTION 6.07.  Compensation and Reimbursement. The Company, as
                         -------------------------------
borrower, agrees

          (1) to pay to the Trustee from time to time such compensation as shall
     be agreed in writing between the Company and the Trustee for all services
     rendered by it hereunder (which compensation shall not be limited by any
     provision of law in regard to the compensation of a trustee of an express
     trust);

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

          (3) to indemnify each of the Trustee and any predecessor Trustee for,
     and to hold it harmless against, any and all loss, liability, damage, claim
     or
<PAGE>

                                                                              62

     expense (including the reasonable compensation and the expenses and
     disbursements of its agents and counsel) incurred without negligence or bad
     faith, arising out of or in connection with the acceptance or
     administration of this trust or the performance of its duties hereunder,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder.  This indemnification shall survive the
     termination of this Agreement.

          To secure the Company's payment obligations in this Section, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee.  Such lien
shall survive the satisfaction and discharge of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.01(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

          SECTION 6.08.  Disqualification; Conflicting Interests.  The Trustee
                         ----------------------------------------
for the Securities of any series issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act.  Nothing herein shall
prevent the Trustee from filing with the Commission the application referred to
in the second to last paragraph of said Section 310(b).

          SECTION 6.09.  Corporate Trustee Required; Eligibility.  There shall
                         ----------------------------------------
at all times be a Trustee hereunder which shall be:

          (a) a corporation organized and doing business under the laws of the
     United States of America or of any state or territory or the District of
     Columbia, authorized under such laws to exercise corporate trust powers and
     subject to supervision or examination by Federal, state, territorial or
     District of Columbia authority, or

          (b) a corporation or other Person organized and doing business under
     the laws of a foreign government that is permitted to act as Trustee
     pursuant to a rule, regulation or order of the Commission, authorized under
     such laws to exercise corporate trust powers, and
<PAGE>

                                                                              63

     subject to supervision or examination by authority of such foreign
     government or a political subdivision thereof substantially equivalent to
     supervision or examination applicable to United States institutional
     trustees, in either case having a combined capital and surplus of at least
     $50,000,000, subject to supervision or examination by Federal or state
     authority. If such corporation publishes reports of condition at least
     annually, pursuant to law or to the requirements of the aforesaid
     supervising or examining authority, then, for the purposes of this Section,
     the combined capital and surplus of such corporation shall be deemed to be
     its combined capital and surplus as set forth in its most recent report of
     condition so published. If at any time the Trustee shall cease to be
     eligible in accordance with the provisions of this Section, it shall resign
     immediately in the manner and with the effect hereinafter specified in this
     Article. Neither the Company nor any Person directly or indirectly
     controlling, controlled by or under common control with the Company shall
     serve as Trustee for the Securities of any series issued hereunder.

          SECTION 6.10.  Resignation and Removal; Appointment of Successor.  (a)
                         --------------------------------------------------
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

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

          (c)  The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.  If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after such removal, the
Trustee being removed may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.
<PAGE>

                                                                              64

          (d)  If at any time:

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

          (2) the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, then, in any such case, (i)
     the Company, acting pursuant to the authority of a Board Resolution, may
     remove the Trustee with respect to all Securities, or (ii) subject to
     Section 5.14, any Holder who has been a bona fide Holder of a Security for
     at least six months may, on behalf of himself and all others similarly
     situated, petition any court of competent jurisdiction for the removal of
     the Trustee with respect to all Securities and the appointment of a
     successor Trustee or Trustees.

          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become
the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company.  If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a
<PAGE>

                                                                              65

Security for at least six months may, subject to Section 5.14, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities of such series as their names and addresses appear in
the Securities Register.  Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

          SECTION 6.11.  Acceptance of Appointment by Successor.  (a)  In case
                         ---------------------------------------
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all
<PAGE>

                                                                              66

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

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

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

          SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
                         --------------------------------------------------
Business.  Any corporation into which the Trustee may be merged or converted or
---------
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.
<PAGE>

                                                                              67


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

          SECTION 6.13.  Preferential Collection of Claims Against Company.  If
                         --------------------------------------------------
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

          SECTION 6.14.  Appointment of Authenticating Agent.  The Trustee may
                         ------------------------------------
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.06, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder.  Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or 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.  Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, or of any state or territory or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or state authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any time
an Authenticating
<PAGE>

                                                                              68

Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

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

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve.  Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

          The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.
<PAGE>

                                                                              69

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

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

Dated:
                                       /s/ THE BANK OF NEW YORK

                                       As Trustee

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

                                       By:
                                           -----------------------
                                           Authorized Officer
<PAGE>

                                                                              70

                                   ARTICLE VII

               Holder's Lists and Reports by Trustee and Company
               -------------------------------------------------

          SECTION 7.01.  Company To Furnish Trustee Names and Addresses of
                         -------------------------------------------------
Holders.  The Company will furnish or cause to be furnished to the Trustee:
--------

          (a) semi-annually, not more than 15 days after January 15 and July 15
     in each year, a list, in such form as the Trustee may reasonably require,
     of the names and addresses of the Holders as of such January 1 and July 1,
     and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Securities Registrar.

          SECTION 7.02.  Preservation of Information, Communications to Holders.
                         -------------------------------------------------------
(a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar.  The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

          (b)  The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

          (c)  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

          SECTION 7.03.  Reports by Trustee.  (a)  The Trustee shall transmit to
                         -------------------
Holders such reports concerning the Trustee and its actions under this Indenture
as may be
<PAGE>

                                                                              71

required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313(a) of the Trust Indenture
Act, the Trustee shall, within sixty days after each May 15 following the date
of this Indenture deliver to Holders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).

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

          SECTION 7.04.  Reports by Company.  The Company shall file with the
                         -------------------
Trustee and with the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided in
the Trust Indenture Act; provided that any such information, documents or
                         --------
reports required to be filed with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act shall be filed with the Trustee within 15 days
after the same is required to be filed with the Commission.  Notwithstanding
that the Company may not be required to remain subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall
continue to file with the Commission and provide the Trustee with the annual
reports and the information, documents and other reports which are specified in
Sections 13 and 15(d) of the Exchange Act.  The Company also shall comply with
the other provisions of Trust Indenture Act Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein, including the Company's compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

                                   ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease
              ----------------------------------------------------

          SECTION 8.01.  Company May Consolidate, Etc., Only on Certain Terms.
                         -----------------------------------------------------
The Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its
<PAGE>

                                                                              72

properties and assets substantially as an entirety to any Person, and no Person
shall consolidate with or merge into the Company or convey, transfer or lease
its properties and assets substantially as an entirety to the Company, unless:

          (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, 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 a corporation or partnership
     organized and existing under the laws of the United States of America or
     any State or the District of Columbia and shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of the
     principal of (and premium, if any) and interest (including any Additional
     Interest) on all the Securities and the performance of every covenant of
     this Indenture on the part of the Company to be performed or observed;

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

          (3) in the case of the Securities of a series held by a Trust, such
     consolidation, merger, conveyance, transfer or lease is permitted under the
     related Trust Agreement and Guarantee and does not give rise to any breach
     or violation of the related Trust Agreement or Guarantee; and

          (4) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and any such supplemental indenture complies
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with; and the Trustee,
     subject to Section 6.01, may rely upon such Officers' Certificate and
     Opinion of Counsel as conclusive evidence that such transaction complies
     with this Section 8.01.

          SECTION 8.02.  Successor Corporation Substituted. Upon any
                         ----------------------------------
consolidation or merger by the Company with or
<PAGE>

                                                                              73

into any other Person, or any conveyance, transfer or lease by the Company of
its properties and assets substantially as an entirety to any Person in
accordance with Section 8.01, 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 herein; and in the event of
any such conveyance, transfer or lease the Company shall be discharged from all
obligations and covenants under the Indenture and the Securities and may be
dissolved and liquidated.

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

          In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

                                    ARTICLE IX

                            Supplemental Indentures
                            -----------------------

          SECTION 9.01.  Supplemental Indentures without Consent of Holders.
                         ---------------------------------------------------
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
<PAGE>

                                                                              74

one or more indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

          (1) to evidence the succession of another Person to the Company, and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities contained; or

          (2) to convey, transfer, assign, mortgage or pledge any property to or
     with the Trustee or to surrender any right or power herein conferred upon
     the Company; or

          (3) to establish the form or terms of Securities of any series as
     permitted by Sections 2.01 or 3.01; or

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

          (5) to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such additional Events
     of Default are to be for the benefit of less than all series of Securities,
     stating that such additional Events of Default are expressly being included
     solely for the benefit of such series); or

          (6) to change or eliminate any of the provisions of this Indenture,

     provided that any such change or elimination shall become effective only
     --------
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (7) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture, provided that such action pursuant
     to this clause (7) shall not adversely affect the interest of the Holders
     of Securities of any series in any material respect or, in the case of the
     Securities of a series issued to a Trust and for so long as any of the
     corresponding
<PAGE>

                                                                              75

     series of Preferred Securities issued by such Trust shall remain
     outstanding, the holders of such Preferred Securities; or

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.11(b); or

          (9) to comply with the requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the Trust
     Indenture Act.

          SECTION 9.02.  Supplemental Indentures with Consent of Holders.  With
                         ------------------------------------------------
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
                                                --------  -------
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

          (1) except to the extent permitted by Section 3.11 or as otherwise
     specified as contemplated by Section 2.01 or Section 3.01 with respect to
     the deferral of the payment of interest on the Securities of any series,
     change the Stated Maturity of the principal of, or any installment of
     interest (including any Additional Interest) on, any Security, or reduce
     the principal amount thereof or the rate of interest thereon or reduce any
     premium payable upon the redemption thereof, or reduce the amount of
     principal of a Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02, or change the place of payment where, or the coin or currency in
     which, any Security or interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in
<PAGE>

                                                                              76

     the case of redemption, on or after the Redemption Date), or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, 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 hereunder and their consequences) provided for in this
     Indenture, or

          (3) modify any of the provisions of this Section, Section 5.13 or
     Section 10.05, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Security affected thereby; or

          (4) modify the provisions in Article XIII of this Indenture with
     respect to the subordination of Outstanding Securities of any series in a
     manner adverse to the Holders thereof;

provided further, that, in the case of the Securities of a series issued to a
-------- -------
Trust, so long as any of the corresponding series of Preferred Securities issued
by such Trust remains outstanding, (i) no such amendment shall be made that
adversely affects the holders of such Preferred Securities in any material
respect, and no termination of this Indenture shall occur, and no waiver of any
Event of Default or compliance with any covenant under this Indenture shall be
effective, without the prior consent of the holders of at least a majority of
the aggregate Liquidation Amount (as defined in the Trust Agreement under which
such Trust is organized) of such Preferred Securities then outstanding unless
and until the principal (and premium, if any) of the Securities of such series
and all accrued and, subject to Section 3.07, unpaid interest (including any
Additional Interest) thereon have been paid in full and (ii) no amendment shall
be made to Section 5.08 of this Indenture that would impair the rights of the
holders of Preferred Securities provided therein without the prior consent of
the holders of each Preferred Security then outstanding unless and until the
principal (and premium, if any) of the Securities of such series and all accrued
and (subject to Section 3.07) unpaid interest (including any Additional
Interest) thereon have been paid in full.

          A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture
<PAGE>

                                                                              77

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

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

          SECTION 9.03.  Execution of Supplemental Indentures.  In executing or
                         -------------------------------------
accepting the additional trusts created by any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture, and that all conditions precedent
have been complied with.  The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

          SECTION 9.04.  Effect of Supplemental Indentures. Upon the execution
                         ----------------------------------
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

          SECTION 9.05.  Conformity with Trust Indenture Act.  Every
                         ------------------------------------
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

          SECTION 9.06.  Reference in Securities to Supplemental Indentures.
                         ---------------------------------------------------
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Company,
bear a notation in form approved by the Company as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
of any series so modified as to conform, in the opinion of the
<PAGE>

                                                                              78

Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

                                    ARTICLE X

                                   Covenants
                                   ---------

          SECTION 10.01.  Payment of Principal, Premium and Interest.  The
                          -------------------------------------------
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of (and premium, if any) and
interest (including Additional Interest) on the Securities of that series in
accordance with the terms of such Securities and this Indenture.

          SECTION 10.02.  Maintenance of Office or Agency. The Company will
                          --------------------------------
maintain in each Place of Payment for any series of Securities, an office or
agency where Securities of that series may be presented or surrendered for
payment and an office or agency where Securities of that series may be
surrendered for transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company initially appoints the Trustee, acting through its
Corporate Trust Office, as its agent for said purposes. The Company will give
prompt written notice to the Trustee of any change in the location of any such
office or agency. If at any time the Company shall fail to maintain such office
or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all of such purposes, and may from time to time rescind such designations;

provided, however, that no such designation or rescission shall in any manner
--------  -------
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes.  The Company
will give prompt written notice to the Trustee of any such designation and any
change in the location of any such office or agency.
<PAGE>

                                                                              79

          SECTION 10.03.  Money for Security Payments To Be Held in Trust.  If
                          ------------------------------------------------
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its failure so to
act.

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

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

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

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities) in the making of any payment of
     principal (and premium, if any) or interest (including Additional
     Interest);

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

          (4) comply with the provisions of the Trust Indenture Act applicable
     to it as a Paying Agent.
<PAGE>

                                                                              80

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest (including Additional Interest) on any Security and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be paid
on Company Request to the Company, or (if then held by the Company) shall
(unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
                                                   --------  -------
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

          SECTION 10.04.  Statement as to Compliance.  The Company shall deliver
                          ---------------------------
to the Trustee, within 120 days after the end of each calendar year of the
Company ending after the date hereof, an Officers' Certificate, one of the
signatories of which shall be the principal executive, principal financial or
principal accounting officer of the Company, covering the preceding calendar
year, stating whether or not to the best knowledge of the signers thereof the
Company is in default in the performance, observance or fulfillment of or
compliance with any of the terms, provisions, covenants and conditions of this
Indenture, and
<PAGE>

                                                                              81

if the Company shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge. For the purpose of this
Section 10.04, compliance shall be determined without regard to any grace period
or requirement of notice provided pursuant to the terms of this Indenture.

          SECTION 10.05.  Waiver of Certain Covenants.  The Company may omit in
                          ----------------------------
any particular instance to comply with any covenant or condition provided
pursuant to Section 3.01, 9.01(3) or 9.01(4) with respect to the Securities of
any series, if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company in respect of any such covenant or condition shall
remain in full force and effect.

          SECTION 10.06.  Payment of Trust Costs and Expenses.  Since, in the
                          ------------------------------------
case of the Securities of a series held by a Trust, such Trust is being formed
solely to facilitate an investment in the Securities of such series, the
Company, in its capacity as the issuer of the Securities of such series, hereby
covenants to pay all debts and obligations (other than with respect to the
Preferred Securities and Common Securities issued by such Trust) and all costs
and expenses of such Trust (including, but not limited to, all costs and
expenses relating to the organization of such Trust, the fees and expenses of
the trustees thereof, all costs and expenses relating to the operation of such
Trust and any costs, expenses or liabilities of such Trust that are required by
applicable law to be satisfied in connection with the termination of such Trust)
and to pay any and all taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed on such Trust by the
United States, or any other taxing authority (including Additional Taxes), so
that the net amounts received and retained by such Trust and the Property
Trustee thereof after paying such expenses will be equal to the amounts such
Trust and the Property Trustee would have received had no such costs or expenses
been incurred by or imposed on such Trust.  The obligations of the Company to
pay all debts, obligations, costs and expenses of each such Trust (other than
with respect to the Preferred Securities and Common Securities issued by such
Trust) shall constitute additional
<PAGE>

                                                                              82

indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture.

          SECTION 10.07.  Additional Covenants.  The Company covenants and
                          ---------------------
agrees with each Holder of Securities of each series that it shall not, and it
shall not permit any Subsidiary of the Company to, (i) declare or pay any
dividends or distributions on, or redeem purchase, acquire or make a liquidation
payment with respect to, any shares of the Company's capital stock, or (ii) make
any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu
with or junior in interest to the Securities of such series or (iii) make any
guarantee payments with respect to any guarantee by the Company of debt
securities of any subsidiary of the Company if such guarantee ranks pari passu
                                                                    ---- -----
with or junior in interest to the Securities (other than (a) dividends or
distributions in the Company's capital stock, (b) any declaration of a dividend
in connection with the implementation of a Rights Plan or the redemption or
repurchase of any rights distributed pursuant to a Rights Plan, (c) payments
under the Guarantee with respect to the Securities of such Series, and (d)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers or
employees, related to the issuance of Common Stock or rights under a dividend
reinvestment and stock purchase plan, or related to the issuance of Common Stock
(or securities convertible or exchangeable for Common Stock) as consideration in
an acquisition transaction that was entered into prior to the commencement of
such Extension Period) if at such time (x) there shall have occurred any event
of which the Company has actual knowledge that (A) with the giving of notice or
the lapse of time or both, would constitute an Event of Default with respect to
the Securities of such series and (B) in respect of which the Company shall not
have taken reasonable steps to cure, (y) if the Securities of such series are
held by a Trust, the Company shall be in default with respect to its payment of
any obligations under the Guarantee relating to the Preferred Securities issued
by such Trust or (z) the Company shall have given notice of its election to
begin an Extension Period with respect to the Securities of such series as
provided herein and shall not have rescinded such notice, or such Extension
Period, or any extension thereof, shall be continuing.

          The Company also covenants with each Holder of Securities of a series
issued to a Trust (i) to maintain directly or indirectly 100% ownership of the
Common
<PAGE>

                                                                              83

Securities of such Trust; provided, however, that any permitted successor of the
Company hereunder may succeed to the Company's ownership of such Common
Securities, (ii) not to voluntarily terminate, wind-up or liquidate such Trust,
except (a) in connection with a distribution of the Securities of such series to
the holders of the Trust Securities of such Trust in liquidation of such Trust
or (b) in connection with certain mergers, consolidations or amalgamations
permitted by the related Trust Agreement and (iii) to use its reasonable
efforts, consistent with the terms and provisions of such Trust Agreement, to
cause such Trust to remain classified as a grantor trust and not an association
taxable as a corporation for United States federal income tax purposes.

          SECTION 10.08.  Calculation of Original Issue Discount. The Company
                          ---------------------------------------
shall file with the Trustee promptly at the end of each calendar year a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such
year, if any.

                                    ARTICLE XI

                            Redemption of Securities
                            ------------------------

          SECTION 11.01.  Applicability of This Article. Redemption of
                          ------------------------------
Securities of any series (whether by operation of a sinking fund or otherwise)
as permitted or required by any form of Security issued pursuant to this
Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that if any provision of any such form of Security
shall conflict with any provision of this Article, the provision of such form of
Security shall govern.  Except as otherwise set forth in the form of Security
for such series, each Security of such series shall be subject to partial
redemption only in the amount of $25 or, in the case of the Securities of a
series issued to a Trust, $25, or integral multiples thereof.

          SECTION 11.02.  Election To Redeem; Notice to Trustee.  The election
                          --------------------------------------
of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution.  In case of any redemption at the election of the Company of
the Securities, the Company shall, not less than 45 nor more than 60 days prior
to the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such date and of the
<PAGE>

                                                                              84

principal amount of Securities of that series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction.

          SECTION 11.03.  Selection of Securities To Be Redeemed.  If less than
                          ---------------------------------------
all the Securities of any series are to be redeemed (unless all the Securities
of such series and of a specified tenor are to be redeemed or unless such
redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by lot or such other method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
                                                                --------
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.  If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

          The Trustee shall promptly notify the Company in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed.  For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.  If the Company shall so direct, Securities registered in the name of
the Company, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption.

          SECTION 11.04.  Notice of Redemption.  Notice of redemption shall be
                          ---------------------
given by first-class mail, postage prepaid, mailed not later than the thirtieth
day, and not earlier than the sixtieth day, prior to the Redemption Date,
<PAGE>

                                                                              85

to each Holder of Securities to be redeemed, at the address of such Holder as it
appears in the Securities Register.

          With respect to Securities of each series to be redeemed, each notice
of redemption shall identify the Securities to be redeemed (including CUSIP
number, if a CUSIP number has been assigned to such Securities of such Series)
and shall state:

          (a) the Redemption Date;

          (b) the Redemption Price;

          (c) if less than all Outstanding Securities of such particular series
     and having the same terms are to be redeemed, the identification (and, in
     the case of partial redemption, the respective principal amounts) of the
     particular Securities to be redeemed;

          (d) that on the Redemption Date, the Redemption Price will become due
     and payable upon each such Security or portion thereof, and that interest
     thereon, if any, shall cease to accrue on and after said date;

          (e) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price; and

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

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall not be
irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.  In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

          SECTION 11.05.  Deposit of Redemption Price. Prior to 10:00 a.m. New
                          ----------------------------
York City time on the Redemption Date specified in the notice of redemption
given as provided in Section 11.04, the Company will deposit with the Trustee or
with one or more Paying Agents (or if the Company is acting as its own Paying
Agent, the Company will segregate and hold in trust as provided in Section
10.03) an amount of
<PAGE>

                                                                              86

money sufficient to pay the Redemption Price of, and any accrued interest
(including Additional Interest) on, all the Securities which are to be redeemed
on that date.

          SECTION 11.06.  Payment of Securities Called for Redemption.  If any
                          --------------------------------------------
notice of redemption has been given as provided in Section 11.04, the Securities
or portion of Securities with respect to which such notice has been given shall
become due and payable on the date and at the place or places stated in such
notice at the applicable Redemption Price.  On presentation and surrender of
such Securities at a Place of Payment in said notice specified, the said
securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable Redemption Price, together with accrued interest
(including any Additional Interest) to the Redemption Date; provided, however,
                                                            --------  -------
that, unless otherwise specified as contemplated by Section 3.01, installments
of interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.

          Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the Holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations, in aggregate
principal amount equal to the unredeemed portion of the Security so presented
and having the same Original Issue Date, Stated Maturity and terms.  If a Global
Security is so surrendered, such new Security will also be a new Global
Security.

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

          SECTION 11.07.  Right of Redemption of Securities Initially Issued to
                          -----------------------------------------------------
a Trust.  In the case of the Securities of a series initially issued to a Trust,
--------
except as otherwise established pursuant to Section 3.01 for the Securities of a
Series, the Company, at its option, subject to prior approval of the Federal
Reserve if then so required under applicable capital guidelines or policies, may
redeem such Securities (i) on or after the date [five years] after the Original
Issue Date of such Securities, in whole at any time
<PAGE>

                                                                              87

or in part from time to time, or (ii) upon the occurrence and during the
continuation of a Tax Event or a Capital Treatment Event, at any time within 90
days following the occurrence of such Tax Event or Capital Treatment Event in
respect of such Trust, in whole (but not in part), in each case at a Redemption
Price equal to 100% of the principal amount thereof, plus accrued and unpaid
interest, including any Additional Interest, if any, to the Redemption Date.

                                   ARTICLE XII

                                 Sinking Funds
                                 -------------

          SECTION 12.01.  Applicability of Article.  The provisions of this
                          -------------------------
Article shall be applicable to any sinking fund for the retirement of Securities
of any series except as otherwise specified as contemplated by Section 3.01 for
such Securities.

          The minimum amount of any sinking fund payment provided for by the
terms of any Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any sinking fund payment in excess of such minimum
amount which is permitted to be made by the terms of such Securities of any
series is herein referred to as an "optional sinking fund payment".  If provided
for by the terms of any Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 12.02.  Each
sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of such Securities.

          SECTION 12.02.  Satisfaction of Sinking Fund Payments with Securities.
                          ------------------------------------------------------
In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option, at
any time no more than 16 months and no less than 30 days prior to the date on
which such sinking fund payment is due, deliver to the Trustee Securities of
such series (together with the unmatured coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by the Company, except Securities of
such series that have been redeemed through the application of mandatory or
optional sinking fund payments pursuant to the terms of the Securities of such
series, accompanied by a Company Order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally
issued by the Company by way of bona fide sale or other
<PAGE>

                                                                              88


negotiation for value; provided that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the redemption price for such
Securities, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

          SECTION 12.03.  Redemption of Securities for Sinking Fund.  Not less
                          ------------------------------------------
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
3.01) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities pursuant to Section 12.02 and will also deliver to the
Trustee any Securities to be so delivered.  Such Officers' Certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the
succeeding sinking fund payment date.  In the case of the failure of the Company
to deliver such Officers' Certificate (or, as required by this Indenture, the
securities and coupons, if any, specified in such Officers' Certificate), the
sinking fund payment due on the succeeding sinking fund payment date for such
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of the Securities of such series subject to a mandatory sinking
fund payment without the right to deliver or credit securities as provided in
Section 12.02 and without the right to make the optional sinking fund payment
with respect to such series at such time.

          Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the Redemption Price specified in such Securities with respect
to the sinking fund.  Any sinking fund moneys not so applied or
<PAGE>

                                                                              89


allocated by the Trustee (or, if the Company is acting as its own Paying Agent,
segregated and held in trust by the Company as provided in Section 10.03) for
such series and together with such payment (or such amount so segregated) shall
be applied in accordance with the provisions of this Section 12.03. Any and all
sinking fund moneys with respect to the Securities of any particular series held
by the Trustee (or if the Company is acting as its own Paying Agent, segregated
and held in trust as provided in Section 10.03) on the last sinking fund payment
date with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity. The Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 11.06. On or before each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 10.03) in cash a sum in the currency in which Securities of
such series are payable (except as provided pursuant to Section 3.01) equal to
the principal and any interest accrued to the Redemption Date for Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 12.03.
<PAGE>

                                                                              90


          Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article XII.  Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case
such default or Event of Default shall have been cured or waived herein, such
moneys shall thereafter be applied on the next sinking fund payment date for the
Securities of such series on which such moneys may be applied pursuant to the
provisions of this Section 12.03.


                                 ARTICLE XIII

                          Subordination of Securities
                          ---------------------------

          SECTION 13.01. Agreement to Subordinate.
                         ------------------------

          The Company covenants and agrees, and each Holder of a Security issued
hereunder by such Holder's acceptance thereof likewise covenants and agrees,
that all Securities shall be issued subject to the provisions of this Article
XIII; and each Holder of a Security, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

          The payment by the Company of the principal of, and premium, if any,
and interest (including any Additional Interest) on all Securities issued
hereunder shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
Senior Debt of the Company, whether
<PAGE>

                                                                              91


outstanding at the date of this Indenture or thereafter incurred.

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

          SECTION 13.02. Default on Senior Debt.
                         ----------------------

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

          In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 13.02, such payment shall, subject to Section 13.06,
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Debt may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Debt (or their representative or representatives
or a trustee) notify the Trustee in writing within 90 days of such payment of
the amounts then due and owing on the Senior Debt and only the amounts specified
in such notice to the Trustee shall be paid to the holders of Senior Debt.

           SECTION 13.03. Liquidation; Dissolution; Bankruptcy.
                          ------------------------------------
<PAGE>

                                                                              92

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

          In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Debt of the Company is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Debt or their representative or
representatives, or to the trustee
<PAGE>

                                                                              93


or trustees under any indenture pursuant to which any instruments evidencing
such Senior Debt may have been issued, as their respective interests may appear,
as calculated by the Company, for application to the payment of all Senior Debt
of the Company, remaining unpaid to the extent necessary to pay such Senior Debt
in full in money in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the benefit of the holders of such
Senior Debt.

          For purposes of this Article XIII, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XIII with
respect to the Securities to the payment of all Senior Debt of the Company, that
may at the time be outstanding, provided that (i) such Senior Debt is assumed by
the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of such Senior Debt are not,
without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article VIII of this Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 13.03 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
VIII of this Indenture. Nothing in Section 13.02 or in this Section 13.03 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
6.07 of this Indenture.
<PAGE>

                                                                              94


          SECTION 13.04. Subrogation.
                         -----------

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

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

                                                                              95

securities of the Company, received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of the Company referred to
in this Article XIII, the Trustee, subject to the provisions of Article VI of
this Indenture, and the Holders shall be entitled to conclusively rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders, for the purposes of ascertaining the Persons entitled
to participate in such distribution, the holders of Senior Debt and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article XIII.

          SECTION 13.05. Trustee to Effectuate Subordination.
                         -----------------------------------

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

          SECTION 13.06. Notice by the Company.
                         ---------------------
<PAGE>

                                                                              96

          The Company shall give prompt written notice to a Responsible Officer
of the Trustee at the Corporate Trust Office of the Trustee of any fact known to
the Company that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
XIII. Notwithstanding the provisions of this Article XIII or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities pursuant to the provisions of
this Article XIII, unless and until a Responsible Officer of the Trustee at the
Corporate Trust Office of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Debt or from any trustee
therefor; and before the receipt of any such written notice, the Trustee,
subject to the provisions of Article VI of this Indenture, shall be entitled in
all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 13.06 at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Article VI of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior Debt of
the Company (or a trustee or representative on behalf of such holder), to
establish that such notice has been given by a holder of such Senior Debt or a
trustee or representative on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Debt to
participate in any payment or distribution pursuant to this Article XIII, the
Trustee may request such Person to furnish evidence to the reasonable
<PAGE>

                                                                              97


satisfaction of the Trustee as to the amount of such Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article XIII, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

          SECTION 13.07. Reliance on Judicial Order or Certificate of
                         --------------------------------------------
Liquidating Agent.
-----------------

          Upon any payment or distribution of assets of the Company referred to
in this Article XIII, the Trustee, subject to the provisions of Article VI of
this Indenture, and the Holders shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
Senior Debt and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XIII.

          SECTION 13.08. Rights of the Trustee; Holders of Senior Debt.
                         ---------------------------------------------

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

          With respect to the holders of Senior Debt of the Company, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XIII, and no implied
<PAGE>

                                                                              98


covenants or obligations with respect to the holders of such Senior Debt shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of such Senior Debt and, subject to the
provisions of Article VI of this Indenture, the Trustee shall not be liable to
any holder of such Senior Debt if it shall pay over or deliver to Holders, the
Company or any other Person money or assets to which any holder of such Senior
Debt shall be entitled by virtue of this Article XIII or otherwise.

          Nothing in this Article XIII shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.07 of this Indenture.

          SECTION 13.09. Subordination May Not Be Impaired.
                         ---------------------------------

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

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders, and without impairing or releasing the
subordination provided in this Article XIII or the obligations hereunder of the
Holders of the Securities to the holders of such Senior Debt, do any one or more
of the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, such Senior Debt, or otherwise amend or
supplement in any manner such Senior Debt or any instrument evidencing the same
or any agreement under which such Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Debt; (iii) release any Person liable in any
manner for the collection of such
<PAGE>

                                                                              99


Senior Debt; and (iv) exercise or refrain from exercising any rights against the
Company, and any other Person.

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

          SECTION 13.10.  Article Applicable to Paying Agents.  In case at any
                          ------------------------------------
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee.
<PAGE>

                                                                             100


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


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


                              NATIONAL COMMERCE FINANCIAL CORPORATION,

                                   by
                                     Name:
                                          ----------------------------
                                     Title:
                                           ---------------------------


                              THE BANK OF NEW YORK,
                                as Trustee,

                                  by

                                    Name:
                                         -----------------------------
                                    Title:
                                          ----------------------------
<PAGE>



                                                                         ANNEX A


                               [TRUST AGREEMENT]
<PAGE>


                                                                         ANNEX B


                     [AMENDED AND RESTATED TRUST AGREEMENT]
<PAGE>


                                                                         ANNEX C


                             [GUARANTEE AGREEMENT]