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                          VESTA INSURANCE GROUP, INC.


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                                   INDENTURE

                          Dated as of January 31, 1997
                          ----------------------------


                           FIRST UNION NATIONAL BANK
                               OF NORTH CAROLINA


                                   as Trustee


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           8.525% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

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<PAGE>
 
                               Table of Contents
                               -----------------

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                                   ARTICLE I.
                                  DEFINITIONS

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SECTION 1.01.  Definitions................................................    1
     Additional Sums......................................................    1
     Adjusted Treasury Rate...............................................    1
     Affiliate............................................................    2
     Authenticating Agent.................................................    2
     Bankruptcy Law.......................................................    2
     Board of Directors...................................................    2
     Board Resolution.....................................................    2
     Business Day.........................................................    2
     Capital Leases.......................................................    2
     Capital Securities...................................................    3
     Commission...........................................................    3
     Common Securities....................................................    3
     Common Securities Guarantee..........................................    3
     Common Stock.........................................................    3
     Company..............................................................    3
     Company Request......................................................    3
     Comparable Treasury Issue............................................    4
     Comparable Treasury Price............................................    4
     Compounded Interest..................................................    4
     Contingent Obligation................................................    4
     Custodian............................................................    5
     Declaration..........................................................    5
     Default..............................................................    5
     Deferred Interest....................................................    5
     Definitive Securities................................................    5
     Depositary...........................................................    5
     Dissolution Event....................................................    5
     Event of Default.....................................................    5
     Exchange Act.........................................................    5
     Extended Interest Payment Period.....................................    5
     GAAP.................................................................    5
     Global Security......................................................    6
     Guarantees...........................................................    6
     Indebtedness for Money Borrowed......................................    6
     Indenture............................................................    6
     Interest Payment Date................................................    6
     Investment Company Event.............................................    6
     Issue Date...........................................................    6
     Lien.................................................................    6
     Maturity Date........................................................    6
     Mortgage.............................................................    6
     Non Book-Entry Capital Securities....................................    7
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                                       i
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     Officers.............................................................    7
     Officers' Certificate................................................    7
     Opinion of Counsel...................................................    7
     Other Debentures.....................................................    7
     Other Guarantees.....................................................    7
     outstanding..........................................................    7
     Person...............................................................    8
     Predecessor Security.................................................    8
     Prepayment Price.....................................................    8
     Principal office of the Trustee......................................    8
     Property Trustee.....................................................    8
     Purchase Agreement...................................................    8
     "Qualified Debt Obligations".........................................    8
     Quotation Agent......................................................    9
     Reference Treasury Dealer............................................    9
     Reference Treasury Dealer Quotations.................................    9
     Responsible Officer..................................................    9
     Restricted Security..................................................    9
     Rule 144A............................................................    9
     Securities...........................................................    9
     Securities Act.......................................................    9
     Securityholder.......................................................    9
     Security Register....................................................   10
     Senior Indebtedness..................................................   10
     Special Event........................................................   10
     Special Event Prepayment Price.......................................   10
     Subsidiary...........................................................   10
     Tax Event............................................................   11
     Trustee..............................................................   11
     Trust Indenture Act of 1939..........................................   11
     Trust Securities.....................................................   12
     U.S. Government Obligations..........................................   12
     Vesta Capital Trust..................................................   12

                                  ARTICLE II.
                                  SECURITIES

SECTION 2.01.  Forms Generally............................................   12
SECTION 2.02.  Execution and Authentication...............................   12
SECTION 2.03.  Form and Payment...........................................   13
SECTION 2.04.  Legends....................................................   13
SECTION 2.05.  Global Security............................................   14
SECTION 2.06.  Interest...................................................   15
SECTION 2.07.  Transfer and Exchange......................................   16
SECTION 2.08.  Replacement Securities.....................................   17
SECTION 2.09.  Treasury Securities........................................   17
</TABLE> 

                                       ii
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SECTION 2.10.  Temporary Securities.......................................   18
SECTION 2.11.  Cancellation...............................................   18
SECTION 2.12.  Defaulted Interest.........................................   19
SECTION 2.13.  CUSIP Numbers..............................................   20

                            ARTICLE III.
                 PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.  Payment of Principal, Premium and Interest.................   20
SECTION 3.02.  Offices for Notices and Payments, etc......................   20
SECTION 3.03.  Appointments to Fill Vacancies in Trustee's Office.........   21
SECTION 3.04.  Provision as to Paying Agent...............................   21
SECTION 3.05.  Certificate to Trustee.....................................   22
SECTION 3.06.  Compliance with Consolidation Provisions...................   23
SECTION 3.07.  Limitation on Dividends....................................   23
SECTION 3.08.  Covenants as to Vesta Capital Trust........................   24
SECTION 3.09.  Payment of Expenses........................................   24
SECTION 3.10.  Payment Upon Resignation or Removal........................   25

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

SECTION 4.01.  Securityholders' Lists.....................................   25
SECTION 4.02.  Preservation and Disclosure of Lists.......................   26
SECTION 4.03.  Reports of the Company.....................................   28
SECTION 4.04.  Reports by the Trustee.....................................   29

                              ARTICLE V.
             REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                         ON EVENT OF DEFAULT

SECTION 5.01.  Events of Default..........................................   30
SECTION 5.02.  Payment of Securities on Default; Suit Therefor............   32
SECTION 5.03.  Application of Moneys Collected by Trustee.................   34
SECTION 5.04.  Proceedings by Securityholders.............................   35
SECTION 5.05.  Proceedings by Trustee.....................................   36
SECTION 5.06.  Remedies Cumulative and Continuing.........................   36
SECTION 5.07.  Direction of Proceedings and Waiver of
                Defaults by Majority of Securityholders...................   37
SECTION 5.08.  Notice of Defaults.........................................   38
</TABLE> 

                                      iii
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SECTION 5.09.  Undertaking to Pay Costs...................................   38

                             ARTICLE VI.
                        CONCERNING THE TRUSTEE

SECTION 6.01.  Duties and Responsibilities of Trustee.....................   39
SECTION 6.02.  Reliance on Documents, Opinions, etc.......................   40
SECTION 6.03.  No Responsibility for Recitals, etc........................   42
SECTION 6.04.  Trustee, Authenticating Agent, Paying Agents,
                Transfer Agents or Registrar May Own Securities...........   42
SECTION 6.05.  Moneys to be Held in Trust.................................   42
SECTION 6.06.  Compensation and Expenses of Trustee.......................   42
SECTION 6.07.  Officers' Certificate as Evidence..........................   43
SECTION 6.08.  Conflicting Interest of Trustee............................   44
SECTION 6.09.  Eligibility of Trustee.....................................   44
SECTION 6.10.  Resignation or Removal of Trustee..........................   44
SECTION 6.11.  Acceptance by Successor Trustee............................   46
SECTION 6.12.  Successor by Merger, etc...................................   47
SECTION 6.13.  Limitation on Rights of Trustee as a Creditor..............   47
SECTION 6.14.  Authenticating Agents......................................   48

                             ARTICLE VII.
                    CONCERNING THE SECURITYHOLDERS

SECTION 7.01.  Action by Securityholders..................................   49
SECTION 7.02.  Proof of Execution by Securityholders......................   50
SECTION 7.03.  Who Are Deemed Absolute Owners.............................   50
SECTION 7.04.  Securities Owned by Company Deemed Not Outstanding.........   51
SECTION 7.05.  Revocation of Consents; Future Holders Bound...............   51

                            ARTICLE VIII.
                      SECURITYHOLDERS' MEETINGS

SECTION 8.01.  Purpose of Meetings........................................   52
SECTION 8.02.  Call of Meetings by Trustee................................   52
SECTION 8.03.  Call of Meetings by Company or Securityholders.............   52
SECTION 8.04.  Qualifications for Voting..................................   53
SECTION 8.05.  Regulations................................................   53
SECTION 8.06.  Voting.....................................................   54
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                                       iv
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                             ARTICLE IX.
                             AMENDMENTS

SECTION 9.01.  Without Consent of Securityholders.........................   54
SECTION 9.02.  With Consent of Securityholders............................   56
SECTION 9.03.  Compliance with Trust Indenture Act; Effect of
                Supplemental Indentures...................................   57
SECTION 9.04.  Notation on Securities.....................................   58
SECTION 9.05.  Evidence of Compliance of Supplemental Indenture
                to be Furnished Trustee...................................   58

                              ARTICLE X.
          CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01.  Company May Consolidate, etc., on Certain Terms...........   58
SECTION 10.02.  Successor Corporation to be Substituted for Company.......   59
SECTION 10.03.  Opinion of Counsel to be Given Trustee....................   60

                             ARTICLE XI.
               SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01.  Discharge of Indenture....................................   60
SECTION 11.02.  Deposited Moneys and U.S. Government Obligations
                 to be Held in Trust by Trustee...........................   61
SECTION 11.03.  Paying Agent to Repay Moneys Held.........................   61
SECTION 11.04.  Return of Unclaimed Moneys................................   61
SECTION 11.05.  Defeasance Upon Deposit of Moneys or
                 U.S. Government Obligations..............................   62
SECTION 11.06.  Reinstatement.............................................   64

                             ARTICLE XII
               IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                        OFFICERS AND DIRECTORS

SECTION 12.01.  Indenture and Securities Solely Corporate Obligations.....   64

                            ARTICLE XIII.
                       MISCELLANEOUS PROVISIONS

SECTION 13.01.  Successors................................................   64
SECTION 13.02.  Official Acts by Successor Corporation....................   64
SECTION 13.03.  Surrender of Company Powers...............................   65
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                                       v
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SECTION 13.04.  Address for Notices, etc..................................   65
SECTION 13.05.  Governing Law.............................................   66
SECTION 13.06.  Evidence of Compliance with Conditions Precedent..........   66
SECTION 13.07.  Business Days.............................................   66
SECTION 13.08.  Trust Indenture Act to Control............................   66
SECTION 13.09.  Table of Contents, Headings, etc..........................   67
SECTION 13.10.  Execution in Counterparts.................................   67
SECTION 13.11.  Separability..............................................   67
SECTION 13.12.  Assignment................................................   67
SECTION 13.13.  Acknowledgement of Rights.................................   67

                             ARTICLE XIV.
                       PREPAYMENT OF SECURITIES

SECTION 14.01.  Special Event Prepayment..................................   68
SECTION 14.02.  No Optional Prepayment by Company.........................   68
SECTION 14.03.  No Sinking Fund...........................................   68
SECTION 14.04.  Notice of Prepayment......................................   69
SECTION 14.05.  Payment of Securities Called for Prepayment...............   69

                             ARTICLE XV.
                     SUBORDINATION OF SECURITIES

SECTION 15.01.  Agreement to Subordinate..................................   70
SECTION 15.02.  Default on Senior Indebtedness............................   70
SECTION 15.03.  Liquidation; Dissolution; Bankruptcy......................   71
SECTION 15.04.  Subrogation...............................................   73
SECTION 15.05.  Trustee to Effectuate Subordination.......................   74
SECTION 15.06.  Notice by the Company.....................................   74
SECTION 15.07.  Rights of the Trustee; Holders of Senior Indebtedness.....   75
SECTION 15.08.  Subordination May Not Be Impaired.........................   76

                             ARTICLE XVI.
                 EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 16.01.  Extension of Interest Payment Period......................   76
SECTION 16.02.  Notice of Extension.......................................   77
</TABLE>

                                       vi
<PAGE>
 
          THIS INDENTURE, dated as of January 31, 1997, between Vesta Insurance
Group, Inc., a Delaware corporation (hereinafter sometimes called the
"Company"), and First Union National Bank of North Carolina, a national banking
association, as trustee (hereinafter sometimes called the "Trustee").

                              W I T N E S S E T H:

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

                                   ARTICLE I.

                                  DEFINITIONS

          SECTION 1.01.  Definitions.

          The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture shall have the respective meanings specified in this Section
1.01.  All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939, or which are by reference therein defined in the
Securities Act, shall (except as herein otherwise expressly provided or unless
the context otherwise requires) have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed.  The following terms have the meanings given
to them in the Declaration: (i) Clearing Agency; (ii) Delaware Trustee; (iii)
Depository; (iv) Capital Security Certificate; (v) Property Trustee; (vi)
Administrative Trustees; (vii) Direct Action; (viii) Capital Securities; and
(ix) Capital Securities Guarantee.  All accounting terms used herein and not
expressly defined shall have the meanings assigned to such terms in accordance
with generally accepted accounting principles and the term "generally accepted
accounting principles" means such accounting principles as are generally
accepted at the time of any computation.  The words "herein", "hereof" and
"hereunder"  and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.  Headings
are used for convenience of reference only and do not affect interpretation.
The singular includes the plural and vice versa.

          "Additional Sums" shall have the meaning set forth in Section 2.06(c).

                                       1
<PAGE>
 
          "Adjusted Treasury Rate" shall mean, with respect to any prepayment
date, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such prepayment date, in each case calculated on
the third Business Day preceding such prepayment date, plus in each case (a)
1.25% if such prepayment date occurs on or prior to the first anniversary of the
Issue Date and (b) 0.50% in all other cases.

          "Affiliate" shall mean, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding the 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 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 officer, director or general partner.

          "Authenticating Agent" shall mean any agent or agents of the Trustee
which at the time shall be appointed and acting pursuant to Section 6.14.

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

          "Board of Directors" shall mean either the Board of Directors of the
Company or any duly authorized committee of that board.

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

          "Business Day" shall mean, with respect to any series of Securities,
any day other than a Saturday or a Sunday or a day on which banking institutions
in The City of New York are authorized or required by law or executive order to
close.

          "Capital Leases" means, with respect to the Company and its
Subsidiaries, any lease of any property that should, in

                                       2
<PAGE>
 
accordance with GAAP, be classified and accounted for as a capital lease on a
consolidated balance sheet of the Company and its Subsidiaries.

          "Capital Securities" shall mean undivided beneficial interests in the
assets of Vesta Capital Trust which rank pari passu with the Common Securities
issued by Vesta Capital Trust; provided, however, that if an Event of Default
                               --------  -------                             
has occurred and is continuing, no payments in respect of Distributions on, or
payments upon liquidation, redemption or otherwise with respect to, the Common
Securities shall be made until the holders of the Capital Securities shall be
paid in full the Distributions and the liquidation, redemption and other
payments to which they are entitled.

          "Commission" shall mean 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 Indenture Act of 1939,
then the body performing such duties at such time.

          "Common Securities" shall mean undivided beneficial interests in the
assets of Vesta Capital Trust which rank pari passu with Capital Securities
issued by Vesta Capital Trust; provided, however, that if an Event of Default
                               --------  -------                             
has occurred and is continuing, no payments in respect of Distributions on, or
payments upon liquidation, redemption or otherwise with respect to, the Common
Securities shall be made until the holders of the Capital Securities shall be
paid in full the Distributions and the liquidation, redemption and other
payments to which they are entitled.

          "Common Securities Guarantee" shall mean any guarantee that the
Company may enter into with any Person or Persons that operate directly or
indirectly for the benefit of holders of Common Securities of Vesta Capital
Trust.

          "Common Stock" shall mean the Common Stock, par value $.01 per share,
of the Company or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

          "Company" shall mean Vesta Insurance Group, Inc., a Delaware
corporation, and, subject to the provisions of Article X, shall include its
successors and assigns.

          "Company Request" or "Company Order" shall mean a written request or
order signed in the name of the Company by the

                                       3
<PAGE>
 
Chief Executive Officer, the President, a Vice President, the Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

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

          "Comparable Treasury Price" shall mean, with respect to any prepayment
date pursuant to Section 14.01, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such prepayment date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
Business Day, (A) the average of five Reference Treasury Dealer Quotations for
such prepayment date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

          "Compounded Interest" shall have the meaning set forth in 
Section 16.01.

          "Contingent Obligation" means, with respect to the Company and its
Subsidiaries, without duplication, any obligation, contingent or otherwise, of
any such Person pursuant to which such Person has directly or indirectly
guaranteed any debt or other obligation of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of any such Person (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such debt or other obligation
(whether arising by virtue of partnership arrangements, by agreement to keep
well, to purchase assets, goods, securities or services, to take or pay, or to
maintain financial statement condition or otherwise) or (b) entered into for the
purpose of assuring in any other manner the obligee of such debt or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, that the term Contingent
Obligation shall not include (i) obligations under insurance or reinsurance
policies, or (ii) endorsements for collection or deposit in the ordinary course
of business.

                                       4
<PAGE>
 
          "Custodian" shall mean any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

          "Declaration" shall mean the Amended and Restated Declaration of Trust
of Vesta Capital Trust, dated as of January 31, 1997.

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

           "Deferred Interest" shall have the meaning set forth in 
Section 16.01.

          "Definitive Securities" shall mean those securities issued in fully
registered certificated form not otherwise in global form.

          "Depositary" shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to Section 2.05(d).

          "Dissolution Event" shall mean the liquidation of the Trust pursuant
to the Declaration, and the distribution of the Securities held by the Property
Trustee to the holders of the Trust Securities issued by the Vesta Capital Trust
pro rata in accordance with the Declaration.

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

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Extended Interest Payment Period" shall have the meaning set forth in
Section 16.01.

          "GAAP" means generally accepted accounting principles, as recognized
by the American Institute of Certificated Public Accountants and the Financial
Accounting Standards Board, consistently applied and maintained on a consistent
basis for the Company and its Subsidiaries throughout the period indicated and
consistent with the prior financial practice of the Company and its
Subsidiaries.

                                       5
<PAGE>
 
          "Global Security" shall mean, with respect to the Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

          "Guarantees"  shall mean the Capital Securities Guarantee and the
Common Securities Guarantee.

          "Indebtedness for Money Borrowed" shall mean any obligation of, or any
obligation guaranteed by, the Company for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments.

          "Indenture" shall mean this instrument as originally executed or, if
amended as herein provided, as so amended.

          "Interest Payment Date" shall have the meaning set forth in 
Section 2.06.

          "Investment Company Event" shall mean that Vesta Capital Trust and the
Company shall have received an opinion, requested by the Company, of counsel
experienced in practice under the Investment Company Act of 1940, as amended
(the "1940 Act"), to the effect that, as a result of the occurrence of a change
in law or regulation or a change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk
that Vesta Capital Trust is or will be considered an "investment company" which
is required to be registered under the 1940 Act, which Change in 1940 Act Law
becomes effective on or after the Issue Date.

          "Issue Date" shall mean January 31, 1997.

          "Lien" means, with respect to any asset, any Mortgage, lien, pledge,
charge, security interest or encumbrance of any kind with respect to such asset.
For the purposes of this Indenture, a Person shall be deemed to own subject to a
Lien any asset which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, Capital Lease or other
title retention agreement relating to such asset.

          "Maturity Date" shall mean January 15, 2027.

          "Mortgage" shall mean and include any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

                                       6
<PAGE>
 
           "Non Book-Entry Capital Securities" shall have the meaning set forth
in Section 2.05.

          "Officers" shall mean any of the Chief Executive Officer, the
President, a Vice President, the Controller, the Secretary or an Assistant
Secretary, the Treasurer or an Assistant Treasurer of the Company.

          "Officers' Certificate" shall mean a certificate signed by two
Officers and delivered to the Trustee.

          "Opinion of Counsel" shall mean a written opinion of counsel, who may
be an employee of the Company, and who shall be acceptable to the Trustee.

          "Other Debentures" shall mean all junior subordinated debentures
issued by the Company from time to time and sold to trusts to be established by
the Company (if any), in each case similar to Vesta Capital Trust.

          "Other Guarantees" shall mean all guarantees to be issued by the
Company with respect to capital securities (if any) and issued to other trusts
to be established by the Company (if any), in each case similar to the Vesta
Capital Trust.

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

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

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

          (c)  Securities in lieu of or in substitution for which other
               Securities shall have been authenticated and

                                       7
<PAGE>
 
               delivered pursuant to the terms of Section 2.08 unless proof
               satisfactory to the Company and the Trustee is presented that any
               such Securities are held by bona fide holders in due course.

          "Person" shall mean a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

          "Predecessor Security" of any particular Security shall mean 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 2.08 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

          "Prepayment Price" shall mean the Special Event Prepayment Price.

          "Principal office of the Trustee", or other similar term, shall mean
the principal office of the Trustee, at which at any particular time its
corporate trust business shall be administered.

          "Property Trustee" shall have the same meaning as set forth in the
Declaration.

          "Purchase Agreement" shall mean the Purchase Agreement, dated January
29, 1997, among the Company, Vesta Capital Trust and the initial purchasers
named therein.

          "Qualified Debt Obligations" means, without duplication, (a) debt
securities of the Company, provided that the terms of any such debt security (i)
permit the deferral of principal and interest payments for a period of up to
five years (but not beyond the maturity date), as elected by the Company, (ii)
have a maturity for payment of principal of not less than ten (10) years after
the date of issuance, and (iii) include provisions making the debt security
expressly subordinate to all other debt of the Company, (b) preferred securities
issued by a Subsidiary, the sole purpose of which is to issue such preferred
securities and invest the proceeds thereof in debt securities of the type
described in clause (a) above, and which preferred securities are payable solely
out of the proceeds of payments on account of such debt securities; and (c) the
obligations recorded on the consolidated balance sheet of the Company and its

                                       8
<PAGE>
 
Subsidiaries with respect to debt securities of the type described in clause (a)
above and preferred securities of the type described in clause (b) above.

          "Quotation Agent" shall mean the Reference Treasury Dealer appointed
by the Company.

          "Reference Treasury Dealer" shall mean (i) Donaldson, Lufkin &
Jenrette Securities Corporation, and its successors; provided, however, that if
the foregoing shall cease to be a primary U.S.  Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury
Dealer selected by the Trustee after consultation with the Company.

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

          "Responsible Officer", when used with respect to the Trustee, shall
mean any officer of the Trustee with responsibility for the administration of
this Indenture and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

          "Restricted Security" shall mean Securities that bear or are required
to bear the legends set forth in Exhibit A hereto, other than those legends to
be set forth only on a Global Security.

          "Rule 144A" shall mean Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or under any similar rule or regulation
hereafter adopted by the Commission.

          "Securities" means the Company's 8.525% Junior Subordinated Deferrable
Interest Debentures due January 15, 2027, as authenticated and issued under this
Indenture.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Securityholder", "holder of Securities", or other similar terms,
shall mean any Person in whose name at the time a

                                       9
<PAGE>
 
particular Security is registered on the register kept by the Company or the
Trustee for that purpose in accordance with the terms hereof.

          "Security Register" shall mean (i) prior to a Dissolution Event, the
list of holders provided to the Trustee pursuant to Section 4.01, and (ii)
following a Dissolution Event, any security register maintained by a security
registrar for the securities appointed by the Company following the execution of
a supplemental indenture providing for transfer procedures as provided for in
Section 2.07(a).

          "Senior Indebtedness" shall mean with respect to the Company and its
Subsidiaries: (a) all liabilities, obligations and indebtedness for borrowed
money, whether or not evidenced by bonds, debentures, notes or other similar
instruments, (b) all obligations to pay the deferred purchase price of property
or services (other than trade payables due and arising in the ordinary course of
business), (c) all Capital Lease Obligations, (d) all debt of any other Person
secured by a Lien on any asset of the Company or any of its Subsidiaries, (e)
all Contingent Obligations, and (f) all obligations, contingent or otherwise,
relating to the face amount of letters of credit, whether or not drawn, and
banker's acceptance, but excluding any obligation relating to an undrawn letter
of credit if the undrawn letter of credit is issued in connection with a
liability for which a reserve has been established by the Company or the
applicable Subsidiary in accordance with GAAP; provided, that Senior
Indebtedness shall not include the Securities, the Guarantees or other Qualified
Debt Obligations.

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

          "Special Event Prepayment Price" shall mean, with respect to any
prepayment of the Securities pursuant to Section 14.01 hereof, an amount in cash
equal to the greater of (i) 100% of the principal amount of the Securities to be
prepaid and (ii) the sum, as determined by a Quotation Agent, of the present
values of the remaining scheduled payments of principal and interest on the
Securities discounted to the prepayment date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate,
plus, in each case, accrued and unpaid interest thereon, including Compounded
Interest and Additional Sums, if any, to the date of such prepayment.

          "Subsidiary" shall mean with respect to any Person, (i) any
corporation at least a majority of whose outstanding voting stock of which is
owned, directly or indirectly, by such Person

                                       10
<PAGE>
 
or by one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries, (ii) any general partnership, joint venture or similar entity, at
least a majority of whose outstanding partnership or similar interests shall at
the time be owned by such Person, or by one or more of its Subsidiaries, or by
such Person and one or more of its Subsidiaries and (iii) any limited
partnership of which such Person or any of its Subsidiaries is a general
partner.  For the purposes of this definition, "voting stock" means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

          "Tax Event" shall mean the receipt by Vesta Capital Trust and the
Company of an opinion, requested by the Company, of counsel experienced in such
matters to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws or any regulations
thereunder of the United States or any political subdivision or taxing authority
thereof or therein or as a result of any official administrative written
decision or pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is made on or after the Issue Date, there is more than
an insubstantial risk that (i) Vesta Capital Trust is, or will be within 90 days
of the date of such opinion, subject to United States Federal income tax with
respect to income received or accrued on the Securities, (ii) interest payable
by the Company on the Securities is not, or within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for United
States Federal income tax purposes, or (iii) Vesta Capital Trust is, or will be
within 90 days of the date of such opinion, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

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

          "Trust Indenture Act of 1939" shall mean the Trust Indenture Act of
1939 as in force at the date of execution of this Indenture except as provided
in Section 9.03; provided, however, that, in the event the Trust Indenture Act
                 --------  -------                                            
of 1939 is amended after such date, "Trust Indenture Act of 1939" shall mean, to
the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

                                       11
<PAGE>
 
          "Trust Securities" shall mean the Capital Securities and the Common
Securities, collectively.

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

          "Vesta Capital Trust" shall mean Vesta Capital Trust I, a Delaware
business trust created for the purpose of issuing its undivided beneficial
interests in connection with the issuance of Securities under this Indenture.


                                  ARTICLE II.

                                  SECURITIES

          SECTION 2.01.  Forms Generally.

          The Securities and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A, the terms of which are incorporated
in and made a part of this Indenture.  The Securities may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company is subject or usage.  Each Security shall be dated the date of
its authentication.  The Securities shall be issued in denominations of $1,000
and integral multiples thereof.

          SECTION 2.02.  Execution and Authentication.

          The Securities shall be signed on behalf of the Company by the Chief
Executive Officer, the President, a Vice President or the Controller and
attested by its Secretary or an Assistant

                                       12
<PAGE>
 
Secretary.  Any signature may be in the form of a manual or facsimile signature.
If an Officer whose signature is on a Security no longer holds that office at
the time the Security is authenticated, the Security shall nevertheless be
valid.

          A Security shall not be valid until authenticated by the manual
signature of the Trustee.  The signature of the Trustee shall be conclusive
evidence that the Security has been authenticated under this Indenture.  The
form of Trustee's certificate of authentication to be borne by the Securities
shall be substantially as set forth in Exhibit A hereto.

          The Trustee shall, upon a Company Order, authenticate for original
issue up to, and the aggregate principal amount of Securities outstanding at any
time may not exceed, $103,093,000 aggregate principal amount of the Securities;
except as provided in Sections 2.07, 2.08, 2.10 and 14.05.

          SECTION 2.03.  Form and Payment.

          Except as provided in Section 2.05, the Securities shall be issued in
fully registered certificated form without interest coupons.  Principal of and
premium, if any, and interest on the Securities issued in certificated form will
be payable, the transfer of such Securities will be registrable and such
Securities will be exchangeable for Securities bearing identical terms and
provisions at the office or agency of the Trustee; provided, however, that
                                                   --------  -------      
payment of interest with respect to the Securities (other than Securities issued
in global form, the payment of interest on which shall be made in immediately
available funds) may be made at the option of the Company (i) by check mailed to
the holder at such address as shall appear in the Security Register or (ii) by
transfer to an account maintained by the Person entitled thereto, provided that
proper transfer instructions have been received in writing by the relevant
record date.  Notwithstanding the foregoing, so long as the holder of any
Securities is the Property Trustee, the payment of the principal of and premium,
if any, and interest (including Compounded Interest and Additional Sums, if any)
on such Securities held by the Property Trustee will be made in immediately
available funds at such place and to such account as may be designated by the
Property Trustee.

          SECTION 2.04.  Legends.

          Except as otherwise determined by the Company in accordance with
applicable law, each Security shall bear the applicable legends relating to
restrictions on transfer pursuant to the securities laws in substantially the
form set forth on Exhibit A hereto.

                                       13
<PAGE>
 
          SECTION 2.05.  Global Security.

          (a) In connection with a Dissolution Event,

               (i) if any Capital Securities are held in book-entry form, the
     related Definitive Securities shall be presented to the Trustee (if an
     arrangement with the Depositary has been maintained) by the Property
     Trustee in exchange for one or more Global Securities (as may be required
     pursuant to Section 2.07) in an aggregate principal amount equal to the
     aggregate principal amount of all outstanding Securities, to be registered
     in the name of the Depositary, or a custodian therefor, or its nominee, and
     delivered by the Trustee to the Depositary for crediting to the accounts of
     its participants pursuant to the instructions of the Administrative
     Trustees; the Company upon any such presentation shall execute one or more
     Global Securities in such aggregate principal amount and deliver the same
     to the Trustee for authentication and delivery in accordance with this
     Indenture; and payments on the Securities issued as a Global Security will
     be made to the Depositary; and

               (ii) if any Capital Securities are held in certificated form, the
     related Definitive Securities may be presented to the Trustee by the
     Property Trustee and any Capital Security certificate which represents
     Capital Securities other than Capital Securities in book-entry form ("Non
     Book-Entry Capital Securities") will be deemed to represent beneficial
     interests in Securities presented to the Trustee by the Property Trustee
     having an aggregate principal amount equal to the aggregate liquidation
     amount of the Non Book-Entry Capital Securities until such Capital Security
     certificates are presented to the Security Registrar for transfer or
     reissuance, at which time such Capital Security certificates will be
     cancelled and a Security, registered in the name of the holder of the
     Capital Security certificate, with an aggregate principal amount equal to
     the aggregate liquidation amount of the Capital Security certificate
     cancelled, will be executed by the Company and delivered to the Trustee for
     authentication and delivery in accordance with this Indenture.  Upon the
     issuance of such Securities, Securities with an equivalent aggregate
     principal amount that were presented by the Property Trustee to the Trustee
     will be deemed to have been cancelled.

          (b) The Global Securities shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon; provided, that the
                                                           --------          
aggregate amount of

                                       14
<PAGE>
 
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and prepayments.  Any
endorsement of a Global Security to reflect the amount of any increase or
decrease in the amount of outstanding Securities represented thereby shall be
made by the Trustee, in accordance with instructions given by the Company as
required by this Section 2.05.

          (c) The Global Securities may be transferred, in whole but not in
part, only to another nominee of the Depositary, or to a successor Depositary
selected or approved by the Company or to a nominee of such successor
Depositary.

          (d) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or the Depositary has ceased to be
a clearing agency registered under the Exchange Act, and a successor Depositary
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, the Company will
execute, and the Trustee, upon receipt of a Company Order, will authenticate and
make available for delivery the Definitive Securities, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security.  If there is
an Event of Default, the Depositary shall have the right to exchange the Global
Securities for Definitive Securities.  In addition, the Company may at any time
determine that the Securities shall no longer be represented by a Global
Security.  In the event of such an Event of Default or such a determination, the
Company shall execute, and subject to Section 2.07, the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the Company, will
authenticate and make available for delivery the Definitive Securities, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security in exchange for such Global Security.
Upon the exchange of the Global Security for such Definitive Securities, in
authorized denominations, the Global Security shall be cancelled by the Trustee.
Such Definitive Securities issued in exchange for the Global Security shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.  The Trustee shall deliver such Definitive
Securities to the Depositary for delivery to the Persons in whose names such
Definitive Securities are so registered.

          SECTION 2.06.  Interest.

          (a) Each Security will bear interest at the rate of 8.525% per annum
(the "Coupon Rate") from the most recent date to

                                       15
<PAGE>
 
which interest has been paid or, if no interest has been paid, from January 31,
1997, until the principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the Coupon Rate,
compounded semi-annually, payable (subject to the provisions of Article XVI)
semi-annually in arrears on January 15 and July 15 of each year (each, an
"Interest Payment Date") commencing on July 15, 1997 to the Person in whose name
such Security or any predecessor Security is registered, at the close of
business on the regular record date for such interest installment, which shall
be the first day of the month in which the relevant Interest Payment Date falls.

          (b) Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months and, for any period of less than a full
calendar month, the number of days elapsed in such month.  In the event that any
Interest Payment Date falls on a day that is not a Business Day, then payment of
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), with the same force and effect as if made on such date.

          (c) During such time as the Property Trustee is the holder of any
Securities, the Company shall pay any additional amounts on the Securities as
may be necessary in order that the amount of Distributions then due and payable
by Vesta Capital Trust on the outstanding Trust Securities shall not be reduced
as a result of any additional taxes, duties and other governmental charges to
which Vesta Capital Trust has become subject as a result of a Tax Event
("Additional Sums").

          SECTION 2.07.  Transfer and Exchange.

          (a) Transfer Restrictions.  The Securities may not be transferred
              ---------------------                                        
except in compliance with any legend contained in Exhibit A unless otherwise
determined by the Company in accordance with applicable law.  Upon any
distribution of the Securities following a Dissolution Event, the Company and
the Trustee shall enter into a supplemental indenture pursuant to Section 9.01
to provide for the transfer restrictions and procedures with respect to the
Securities substantially similar to those contained in the Declaration to the
extent applicable in the circumstances existing at such time.

          (b) General Provisions Relating to Transfers and Exchanges.  To permit
              ------------------------------------------------------            
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Definitive Securities and Global Securities.  All
Definitive

                                       16
<PAGE>
 
Securities and Global Securities issued upon any registration of transfer or
exchange of Definitive Securities or Global Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Definitive Securities or Global Securities
surrendered upon such registration of transfer or exchange.

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

          The Company shall not be required to (i) issue, register the transfer
of or exchange Securities during a period beginning at the opening of business
15 days before the day of mailing of a notice of prepayment or any notice of
selection of Securities for prepayment under Article XIV hereof and ending at
the close of business on the day of such mailing; or (ii) register the transfer
of or exchange any Security so selected for prepayment in whole or in part,
except the unprepaid portion of any Security being prepaid in part.

          Prior to due presentment for the registration of a transfer of any
Security, the Trustee, any agent and the Company may deem and treat the Person
in whose name any Security is registered as the absolute owner of such Security
for the purpose of receiving payment of principal of and premium, if any, and
interest on such Securities, and neither the Trustee, any agent nor the Company
shall be affected by notice to the contrary.

          SECTION 2.08.  Replacement Securities.

          If any mutilated Security is surrendered to the Trustee, or the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, the Company shall issue and the
Trustee shall authenticate a replacement Security if the Trustee's requirements
for replacements of Securities are met.  An indemnity bond must be supplied by
the holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee and any authenticating agent from any loss that
any of them may suffer if a Security is replaced.  The Company or the Trustee
may charge for its expenses in replacing a Security.

          Every replacement Security is an obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities duly issued hereunder.

          SECTION 2.09.  Treasury Securities.

                                       17
<PAGE>
 
          In determining whether the holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or any Affiliate of the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so considered.

          SECTION 2.10.  Temporary Securities.

          Pending the preparation of Definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities that are printed, typewritten,
lithographed, mimeographed or otherwise reproduced, in any authorized
denomination, substantially of the tenor of the definitive Securities 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 conclusively evidenced by their execution of such Securities.

          If temporary Securities are issued, the Company shall cause Definitive
Securities to be prepared without unreasonable delay.  The Definitive Securities
shall be printed, typewritten, lithographed or engraved, or provided by any
combination thereof, or in any other manner permitted by the rules and
regulations of any applicable securities exchange, all as determined by the
officers executing such Definitive Securities.  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 agency maintained by the Company for such purpose pursuant to Section 3.02
hereof, 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 the
same aggregate principal amount of Definitive Securities of authorized
denominations.  Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Securities.

          SECTION 2.11.  Cancellation.

          The Company at any time may deliver Securities to the Trustee for
cancellation.  The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall retain or destroy cancelled Securities in accordance with

                                       18
<PAGE>
 
its normal practices (subject to the record retention requirement of the
Exchange Act) unless the Company directs them to be returned to it. The Company
may not issue new Securities to replace Securities that have been redeemed or
paid or that have been delivered to the Trustee for cancellation. All cancelled
Securities not destroyed by the Trustee shall be delivered to the Company.

          SECTION 2.12.  Defaulted Interest.

          Any interest on any Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the holder on the
relevant regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as provided in
clause (a) or clause (b) below:

          (a) The Company may make payment of any Defaulted Interest on
     Securities to the Persons in whose names such Securities (or their
     respective Predecessor Securities) are registered at the close of business
     on a special record date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner: the Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each such Security and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided.  Thereupon the Trustee
     shall fix a special record date for the payment of such Defaulted Interest
     which shall not be more than 15 nor 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 Securityholder at his or her address as it
     appears in the Security Register, not less than 10 days prior to such
     special record date.  Notice of the proposed payment of such Defaulted
     Interest and the special record date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names such Securities (or their respective

                                       19
<PAGE>
 
     Predecessor Securities) are registered on such special record date and
     shall be no longer payable pursuant to the following clause (b).

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

          SECTION 2.13.  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 prepayment as a convenience to Securityholders; provided that any such notice
                                                   --------                     
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
prepayment and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such prepayment 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 III.

                      PARTICULAR COVENANTS OF THE COMPANY

          SECTION 3.01.  Payment of Principal, Premium and Interest

          The Company covenants and agrees for the benefit of the holders of the
Securities that it will duly and punctually pay or cause to be paid the
principal of and premium, if any, and interest on the Securities at the place,
at the respective times and in the manner provided herein.

          SECTION 3.02.  Offices for Notices and Payments, etc.

          So long as any of the Securities remains outstanding, the Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where the Securities may be   presented for payment, an office or agency where
the Securities may be presented for registration of transfer and for exchange as
in this Indenture provided and an office or agency where notices and demands to
or upon the Company in respect of the Securities or of this Indenture may be
served.  The Company 

                                       20
<PAGE>
 
will give to the Trustee written notice of the location of any such office or
agency and of any change of location thereof. Until otherwise designated from
time to time by the Company in a notice to the Trustee, any such office or
agency for all of the above purposes shall be the office or agency of the
Trustee in the Borough of Manhattan, The City of New York. In case the Company
shall fail to maintain any such office or agency in the Borough of Manhattan,
The City of New York, or shall fail to give such notice of the location or of
any change in the location thereof, presentations and demands may be made and
notices may be served at the principal corporate trust office of the Trustee.

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

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

          The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

          SECTION 3.04.  Provision as to Paying Agent.

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

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

                                       21
<PAGE>
 
                    on the Securities) in trust for the benefit of the holders
                    of the Securities; and

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

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

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

          (d)  Anything in this Section 3.04 to the contrary notwithstanding,
               the agreement to hold sums in trust as provided in this Section
               3.04 is subject to Sections 11.03 and 11.04.

          SECTION 3.05.  Certificate to Trustee.

          The Company will deliver to the Trustee on or before 120 days after
the end of each fiscal year in each year, commencing with the first fiscal year
ending after the date hereof, so long as Securities are outstanding hereunder,
an Officers' Certificate, one of the signers of which shall be the principal
executive, principal financial or principal accounting officer of the Company,
stating that in the course of the performance by the signers of their duties as
officers of the

                                       22
<PAGE>
 
Company they would normally have knowledge of any default by the Company in the
performance of any covenants contained herein, stating whether or not they have
knowledge of any such default and, if so, specifying each such default of which
the signers have knowledge and the nature thereof.

          SECTION 3.06.  Compliance with Consolidation Provisions.

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

          SECTION 3.07.  Limitation on Dividends.

          The Company will not (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Company's capital stock (which includes common and preferred stock)
or (ii) make any payment of principal, interest or premium, if any, on or repay
or repurchase or redeem any debt securities of the Company (including any Other
Debentures) that rank pari passu with or junior in right of payment to the
Securities or (iii) make any guarantee payments with respect to any guarantee by
the Company of the debt securities of any Subsidiary of the Company (including
Other Guarantees) if such guarantee ranks pari passu or junior in right of
payment to the Securities (other than (a) dividends or distributions in shares
of, or options, warrants or rights to subscribe for or purchase shares of,
Common Stock of the Company, (b) any declaration of a dividend in connection
with the implementation of a stockholder's rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under the Capital Securities Guarantee,
(d) as a result of a reclassification of the Company's capital stock or the
exchange or the conversion of one class or series of the Company's capital stock
for another class or series of the Company's capital stock, (e) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, and (f) purchases or issuances of Common Stock in
connection with any of the Company's stock option, stock purchase, stock loan or
other benefit plans for its directors, officers or employees or any of the
Company's dividend reinvestment plans, in each case as now existing or hereafter
established or amended) if at such time (i) 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,

                                       23
<PAGE>
 
would constitute an Event of Default and (b) in respect of which the Company
shall not have taken reasonable steps to cure, (ii) if such Securities are held
by the Property Trustee, the Company shall be in default with respect to its
payment of any obligations under the Capital Securities Guarantee or (iii) the
Company shall have given notice of its election of the exercise of its right to
extend the interest payment period pursuant to Section 16.01 and any such
extension shall be continuing.

          SECTION 3.08.  Covenants as to Vesta Capital Trust

          In the event Securities are issued to Vesta Capital Trust or a trustee
of such trust in connection with the issuance of Trust Securities by Vesta
Capital Trust, for so long as such Trust Securities remain outstanding, the
Company will (i) directly or indirectly maintain 100% ownership of the Common
Securities of Vesta Capital Trust; provided, however, that any successor of the
                                   --------  -------                           
Company, permitted pursuant to Article X, may succeed to the Company's ownership
of such Common Securities, (ii) use its reasonable efforts to cause Vesta
Capital Trust (a) to remain a business trust, except in connection with a
distribution of Securities to the holders of the Trust Securities in a
liquidation of Vesta Capital Trust, the redemption of all of the Trust
Securities of Vesta Capital Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of Vesta Capital Trust, and
(b) to continue to be treated as a grantor trust and not as an association
taxable as a corporation or a partnership for United States federal income tax
purposes and (iii) to use its reasonable efforts to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the
Securities.

          SECTION 3.09.  Payment of Expenses.

          In connection with the offering, sale and issuance of the Securities
to Vesta Capital Trust and in connection with the sale of the Trust Securities
by Vesta Capital Trust, the Company, in its capacity as borrower with respect to
the Securities, shall:

          (a) pay all costs and expenses relating to the offering, sale and
issuance of the Securities, including commissions to the initial purchasers
payable pursuant to the Purchase Agreement and compensation of the Trustee in
accordance with the provisions of Section 6.06;

          (b) pay all costs and expenses of Vesta Capital Trust (including, but
not limited to, costs and expenses relating to the organization of Vesta Capital
Trust, the offering, sale and issuance of the Trust Securities (including
commissions to the

                                       24
<PAGE>
 
initial purchasers payable pursuant to the Purchase Agreement in connection
therewith), the fees and expenses of the Property Trustee and the Delaware
Trustee, the costs and expenses relating to the operation of the Trust,
including without limitation, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, travel and telephone and other telecommunications
expenses and costs and expenses incurred in connection with the acquisition,
financing and disposition of the assets of Vesta Capital Trust;

          (c) be primarily and fully liable for any indemnification obligations
arising with respect to the Declaration;

          (d) pay any and all taxes (other than United States withholding taxes
attributable to Vesta Capital Trust or its assets) and all liabilities, costs
and expenses with respect to such taxes of Vesta Capital Trust; and

          (e) pay all other fees, expenses, debts and obligations (other than
the Trust Securities) related to Vesta Capital Trust.

          SECTION 3.10.  Payment Upon Resignation or Removal.

          Upon termination of this Indenture or the removal or resignation of
the Trustee, unless otherwise stated, the Company shall pay to the Trustee all
amounts accrued and owing to the date of such termination, removal or
resignation.  Upon termination of the Declaration or the removal or resignation
of the Delaware Trustee or the Property Trustee, as the case may be, pursuant to
Section 5.7 of the Declaration, the Company shall pay to the Delaware Trustee or
the Property Trustee, as the case may be, all amounts accrued and owing to the
date of such termination, removal or resignation.

                                  ARTICLE IV.

                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE

          SECTION 4.01.  Securityholders' Lists.

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

                                       25
<PAGE>
 
          (a)  on a semi-annual basis on each regular record date for the
               Securities, a list, in such form as the Trustee may reasonably
               require, of the names and addresses of the Securityholders as of
               such record date; and

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

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

          SECTION 4.02.  Preservation and Disclosure of Lists.

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

          (b)  In case three or more holders of Securities (hereinafter referred
               to as "applicants") apply in writing to the Trustee and furnish
               to the Trustee reasonable proof that each such applicant has
               owned a Security for a period of at least six months preceding
               the date of such application, and such application states that
               the applicants desire to communicate with other holders of
               Securities or with holders of all Securities with respect to
               their rights under this Indenture and is accompanied by a copy of
               the form of proxy or other communication which such applicants
               propose to transmit, then the Trustee shall within 5 Business
               Days after the receipt of such application, at its election,
               either:

          (1)  afford such applicants access to the information preserved at the
               time by the Trustee in accordance with the provisions of
               subsection (a) of this Section 4.02; or

                                       26
<PAGE>
 
          (2)  inform such applicants as to the approximate number of holders of
               all Securities, whose names and addresses appear in the
               information preserved at the time by the Trustee in accordance
               with the provisions of subsection (a) of this Section 4.02, and
               as to the approximate cost of mailing to such Securityholders the
               form of proxy or other communication, if any, specified in such
               application.

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

          (c)  Each and every holder of Securities, by receiving and holding the
               same, agrees with the Company and the Trustee that neither the
               Company nor the

                                       27
<PAGE>
 
               Trustee nor any paying agent shall be held accountable by reason
               of the disclosure of any such information as to the names and
               addresses of the holders of Securities in accordance with the
               provisions of subsection (b) of this Section 4.02, regardless of
               the source from which such information was derived, and that the
               Trustee shall not be held accountable by reason of mailing any
               material pursuant to a request made under said subsection (b).

          SECTION 4.03.  Reports of the Company

          (a)  The Company covenants and agrees to file with the   Trustee,
               within 15 days after the date on which the Company is required to
               file the same with the Commission, copies of the annual reports
               and of the information, documents and other reports (or copies of
               such portions of any of the foregoing as the Commission may from
               time to time by rules and regulations prescribe) which the
               Company may be required to file with the Commission pursuant to
               Section 13 or Section 15(d) of the Exchange Act; or, if the
               Company is not required to file information, documents or reports
               pursuant to either of such sections, then to file with the
               Trustee and the Commission, in accordance with rules and
               regulations prescribed from time to time by the Commission, such
               of the supplementary and periodic information, documents and
               reports which may be required pursuant to Section 13 of the
               Exchange Act in respect of a security listed and registered on a
               national securities exchange as may be prescribed from time to
               time in such rules and regulations.

          (b)  The Company covenants and agrees to file with the Trustee and the
               Commission, in accordance with the rules and regulations
               prescribed from time to time by the Commission, such additional
               information, documents and reports with respect to compliance by
               the Company with the conditions and covenants provided for in
               this Indenture as may be required from time to time by such rules
               and regulations.

          (c)  The Company covenants and agrees to transmit by mail to all
               holders of Securities, as the names and addresses of such holders
               appear upon the Security Register, within 30 days after the
               filing thereof with the Trustee, such summaries of any

                                       28
<PAGE>
 
               information, documents and reports required to be filed by the
               Company pursuant to subsections (a) and (b) of this Section 4.03
               as may be required by rules and regulations prescribed from time
               to time by the Commission.

          (d)  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 or determinable from 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).

          (e)  So long as is required for an offer or sale of the Securities to
               qualify for an exemption under Rule 144A under the Securities
               Act, the Company shall, upon request, provide the information
               required by clause (d)(4) thereunder to each holder of Restricted
               Securities and to each beneficial owner and prospective purchaser
               of Securities identified by any holder of Restricted Securities,
               unless such information is furnished to the Commission pursuant
               to Section 13 or 15(d) of the Exchange Act.

          SECTION 4.04.  Reports by the Trustee

          (a)  The Trustee shall transmit to Securityholders such reports
               concerning the Trustee and its actions under this Indenture as
               may be required pursuant to the Trust Indenture Act of 1939 at
               the times and in the manner provided pursuant thereto.  If
               required by Section 313(a) of the Trust Indenture Act of 1939,
               the Trustee shall, within sixty days after each May 15 following
               the date of this Indenture, commencing May 15, 1997, deliver to
               Securityholders 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 Securityholders, be filed by the Trustee with
               each stock exchange, if any, upon which the Securities are
               listed, with the Commission and with the Company.  The Company
               will promptly notify the Trustee when the Securities are listed
               on any stock exchange.

                                       29
<PAGE>
 
                                  ARTICLE V.

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

          SECTION 5.01.  Events of Default.

          One or more of the following events of default shall constitute an
Event of Default hereunder (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):

          (a)  default in the payment of any interest upon any Security or any
               Other Debentures when it becomes due and payable, and continuance
               of such default for a period of 30 days; provided, however, that
                                                        --------               
               a valid extension of an interest payment period by the Company in
               accordance with the terms hereof     or, in the case of any Other
               Debentures, the indenture related thereto, shall not constitute a
               default in the payment of interest for this purpose; or

          (b)  default in the payment of all or any part of the principal of (or
               premium, if any, on) any Security or any Other Debentures as and
               when the same shall become due and payable either at maturity,
               upon prepayment, by declaration of acceleration of maturity or
               otherwise; or

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

          (d)  a court having jurisdiction in the premises shall enter a decree
               or order for relief in respect of

                                       30
<PAGE>
 
               the Company in an involuntary case under any applicable
               bankruptcy, insolvency or other similar law now or hereafter in
               effect, or appointing a receiver, liquidator, assignee,
               custodian, trustee, sequestrator (or similar official) of the
               Company or for any substantial part of its property, or ordering
               the winding-up or liquidation of its affairs and such decree or
               order shall remain unstayed and in effect for a period of 90
               consecutive days; or

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

          If an Event of Default with respect to Securities at the time
outstanding occurs and is continuing, then in every such case the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities
then outstanding may declare the principal amount of all Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the holders of the outstanding Securities), and upon any
such declaration the same shall become immediately due and payable.

          The foregoing provisions, however, are subject to the condition that
if, at any time after the principal of the Securities shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, (i)
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
(A) all matured installments of interest upon all the Securities and the
principal of and premium, if any, on any and all Securities which shall have
become due otherwise than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as
the rate of interest specified in the Securities to the date of such payment or
deposit) and (B) such amount as shall be sufficient to pay to the Trustee and
each

                                       31
<PAGE>
 
predecessor Trustee all amounts payable pursuant to Section 6.06, and (ii) any
and all Events of Default under the Indenture shall have been cured, waived or
otherwise remedied as provided herein, then, in every such case, the holders of
a majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

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

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

          The Company covenants that (a) in case default shall be made in the
payment of any installment of interest upon any of the Securities as and when
the same shall become due and payable, and such default shall have continued for
a period of 30 days, or (b) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Securities as and when the same
shall have become due and payable, whether at maturity of the Securities or upon
prepayment or by declaration of acceleration of maturity or otherwise, then,
upon demand of the Trustee, the Company will pay to the Trustee, for the benefit
of the holders of the Securities, the whole amount that then shall have become
due and payable on all such Securities for principal and premium, if any, or
interest, or both, as the case may be, with interest upon the overdue principal
and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law and, if the Securities are held by Vesta
Capital Trust or a trustee of such trust, without duplication of any other
amounts paid by Vesta Capital Trust or a trustee in respect thereof) upon the
overdue installments of interest at the rate borne by the Securities; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including a reasonable compensation to the Trustee,
its agents, attorneys and counsel, and any expenses or liabilities incurred by
the Trustee hereunder other than through its negligence or bad faith.

                                       32
<PAGE>
 
          In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on the Securities wherever situated the moneys
adjudged or decreed to be payable.

          In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Securities under
Title 11, United States Code, or any other applicable law, or in case a receiver
or trustee shall have been appointed for the property of the Company or such
other obligor, or in the case of any other similar judicial proceedings relative
to the Company or other obligor upon the Securities, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 5.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Securities and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for all amounts payable pursuant to Section 6.06 to the
Trustee and each predecessor Trustee) and of the Securityholders allowed in such
judicial proceedings relative to the Company or any other obligor on the
Securities, or to the creditors or property of the Company or such other
obligor, unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Securities in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or Person performing similar functions in comparable
proceedings, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or trustee in bankruptcy
or reorganization is hereby authorized by each of the Securityholders to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to the Securityholders, to pay to the
Trustee such amounts as shall be sufficient to pay to the Trustee and

                                       33
<PAGE>
 
each predecessor Trustee all amounts payable pursuant to Section 6.06.

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

          All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof in any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Securities.

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

          SECTION 5.03.  Application of Moneys Collected by Trustee.

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

          First: To the payment of all amounts due the Trustee under Section
6.06, including the costs and expenses of collection applicable to the
Securities and reasonable compensation to the Trustee, its agents, attorneys and
counsel, and of all other expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith;

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

          Third: To the payment of the amounts then due and unpaid upon
Securities for principal of (and premium, if any) and

                                       34
<PAGE>
 
interest on the Securities, in respect of which or for the benefit of which
money has been collected, ratably, without preference of priority of any kind,
according to the amounts due on such Securities for principal (and premium, if
any) and interest, respectively; and

          Fourth: To the Company.

          SECTION 5.04.  Proceedings by Securityholders.

          Except as contemplated by this Section 5.04, no holder of any Security
shall have any right by virtue of or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such holder previously
shall have given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities specifying such Event of
Default, as hereinbefore provided, and unless also the holders of not less than
25% in aggregate principal amount of the Securities then outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action, suit or proceeding, it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security with every other taker and holder and the Trustee, that no one or more
holders of Securities shall have any right in any manner whatsoever by virtue of
or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other holder of Securities, or to obtain or seek to
obtain priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Securities.

          Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Security to receive payment of the principal of
(premium, if any) and interest on such Security, on or after the same shall have
become due and payable, or to institute suit for the enforcement of any such
payment, shall not be impaired or affected without the consent of such holder
and by accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Security with every other such taker
and holder and the Trustee, that no one or more holders of Securities shall have
any

                                       35
<PAGE>
 
right in any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities.  For the protection and enforcement of the provisions of
this Section, each and every   Securityholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

          The Company and the Trustee acknowledge that pursuant to the
Declaration, the holders of Capital Securities are entitled, in the
circumstances and subject to the limitations set forth therein, to commence a
Direct Action with respect to any Event of Default under this Indenture and the
Securities.

          SECTION 5.05.  Proceedings by Trustee.

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

          SECTION 5.06.  Remedies Cumulative and Continuing.

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

                                       36
<PAGE>
 
          SECTION 5.07.  Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders.

          The holders of a majority in aggregate principal amount of the
Securities at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
                                                                    -------- 
however, that (subject to the provisions of Section 6.01) the Trustee shall have
-------                                                                         
the right to decline to follow any such direction if the Trustee shall determine
that the action so directed would be unjustly prejudicial to the holders not
taking part in such   direction or if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed would
involve the Trustee in personal liability.  Prior to any declaration
accelerating the maturity of the Securities, the holders of a majority in
aggregate principal amount of the Securities at the time outstanding may on
behalf of the holders of all of the Securities waive any past default or Event
of Default and its consequences except a default (a) in the payment of principal
of or premium, if any, or interest on any of the Securities or (b) in respect of
covenants or provisions hereof which cannot be modified or amended without the
consent of the holder of each Security affected; provided, however, that if the
                                                 --------  -------             
Securities are held by the Property Trustee, such waiver or modification to such
waiver shall not be effective until the holders of a majority in aggregate
liquidation amount of Trust Securities shall have consented to such waiver or
modification to such waiver; provided further, that if the consent of the holder
                             -------- -------                                   
of each outstanding Security is required, such waiver shall not be effective
until each holder of the Trust Securities shall have consented to such waiver.
Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the holders
of the Securities shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.  Whenever any default or
Event of Default hereunder shall have been waived as permitted by this Section
5.07, said default or Event of Default shall for all purposes of the Securities
and this Indenture be deemed to have been cured and to be not continuing.

                                       37
<PAGE>
 
          SECTION 5.08.  Notice of Defaults.

          The Trustee shall, within 90 days after the occurrence of a default
with respect to the Securities known to the Trustee, mail to all
Securityholders, as the names and addresses of such holders appear upon the
Security register, notice of all defaults known to the Trustee, unless such
defaults shall have been cured before the giving of such notice (the term
"defaults" for the purpose of this Section 5.08 being hereby defined to be the
events specified in clauses (a), (b), (c), (d) and (e) of Section 5.01, not
including periods of grace, if any, provided for therein, and irrespective of
the giving of written notice specified in clause (c) of Section 5.01); and
provided that, except in the case of default in the payment of the principal of
or premium, if any, or interest on any of the Securities, 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 Securityholders; and provided further, that in
the case of any default of the character specified in Section 5.01(c) no such
notice to Securityholders shall be given until at least 60 days after the
occurrence thereof but shall be given within 90 days after such occurrence.

          SECTION 5.09.  Undertaking to Pay 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 5.09 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in aggregate principal
amount of the Securities outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security against the Company on or after the
same shall have become due and payable.

                                       38
<PAGE>
 
                                  ARTICLE VI.
                            CONCERNING THE TRUSTEE

          SECTION 6.01.  Duties and Responsibilities of Trustee.

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

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

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

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

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

                                       39
<PAGE>
 
          (b)  the Trustee shall not be liable for any error of judgment made in
               good faith by a Responsible Officer or Officers of the Trustee,
               unless it shall be proved that the Trustee was negligent in
               ascertaining the pertinent facts; and

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

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

          SECTION 6.02.  Reliance on Documents, Opinions, etc.

          Except as otherwise provided in 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, consent,
               order, bond, note, debenture or other paper or document believed
               by it to be genuine and to have been signed or presented by the
               proper party or parties;

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

          (c)  the Trustee may consult with counsel of its selection and any
               advice or Opinion of Counsel shall be full and complete
               authorization and protection in respect of any action taken or

                                       40
<PAGE>
 
               suffered omitted by it hereunder in good faith and in accordance
               with such advice or Opinion of Counsel;

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

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

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

          (g)  the Trustee may execute any of the trusts or powers hereunder or
               perform any duties hereunder either directly or by or through
               agents (including any Authenticating Agent) or attorneys, and the

                                       41
<PAGE>
 
               Trustee shall not be responsible for any misconduct or negligence
               on the part of any such agent or attorney appointed by it with
               due care.

          SECTION 6.03.  No Responsibility for Recitals, etc.

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

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

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

          SECTION 6.05.  Moneys to be Held in Trust.

          Subject to the provisions of Section 11.04, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law.  The Trustee
and any paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

          SECTION 6.06.  Compensation and Expenses of Trustee.

          The Company, as borrower, covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation as
shall be agreed to in writing between the Company and the Trustee (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and the Company will pay or reimburse the Trustee
upon its request for all reasonable

                                       42
<PAGE>
 
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith.  The Company also
covenants to indemnify each of the Trustee or any predecessor Trustee (and its
officers, agents, directors and employees) for, and to hold each of them
harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim of liability in the
premises.  The obligations of the Company under this Section 6.06 shall
constitute additional indebtedness hereunder.  Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the holders of particular Securities.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.01(d) or Section 5.01(e), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

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

          SECTION 6.07.  Officers' Certificate as Evidence.

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

                                       43
<PAGE>
 
          SECTION 6.08.  Conflicting Interest of Trustee.

          If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

          SECTION 6.09.  Eligibility of Trustee.

          The Trustee hereunder shall at all times be a corporation or a
national banking association organized and doing business under the laws of the
United States of America or any state or territory thereof or of the District of
Columbia or a corporation or other Person permitted to act as trustee by the
Commission authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000)
and subject to supervision or examination by federal, state, territorial, or
District of Columbia authority.  If such corporation or a national banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 6.09 the combined capital and surplus of such
corporation or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.

          The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

          In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

          SECTION 6.10.  Resignation or Removal of Trustee.

          (a)  The Trustee, or any trustee or trustees hereafter appointed, may
               at any time resign by giving written notice of such resignation
               to the Company and by mailing notice thereof to the holders of
               the Securities at their addresses as they shall appear on the
               Security register.  Upon receiving such notice of resignation,
               the Company shall promptly appoint a successor trustee or
               trustees by written instrument, in duplicate, one copy of which
               instrument shall be delivered to the resigning Trustee and one
               copy to the successor

                                       44
<PAGE>
 
               trustee.  If no successor trustee shall have been so appointed
               and have accepted appointment within 60 days after the mailing of
               such notice of resignation to the affected Securityholders, the
               resigning Trustee may petition any court of competent
               jurisdiction for the appointment of a successor trustee, or any
               Securityholder who has been a bona fide holder of a Security for
               at least six months may, subject to the provisions of Section
               5.09, on behalf of himself and all others similarly situated,
               petition any such court for the appointment of a successor
               trustee.  Such court may thereupon, after such notice, if any, as
               it may deem proper and prescribe, appoint a successor trustee.

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

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

               (2)  the Trustee shall cease to be eligible in accordance with
                    the provisions of Section 6.09 and shall fail to resign
                    after written request therefor by the Company or by any such
                    Securityholder, or

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

               then, in any such case, the Company may remove the Trustee and
               appoint a successor trustee by written instrument, in duplicate,
               one copy of which instrument shall be delivered to the Trustee so
               removed and one copy to the successor trustee, or, subject to the
               provisions of Section 5.09, any Securityholder 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,

                                       45
<PAGE>
 
               petition any court of competent jurisdiction for the removal of
               the Trustee and the appointment of a successor trustee.  Such
               court may thereupon, after such notice, if any, as it may deem
               proper and prescribe, remove the Trustee and appoint a successor
               trustee.

          (c)  The holders of a majority in aggregate principal amount of the
               Securities at the time outstanding may at any time remove the
               Trustee and nominate a successor trustee, which shall be deemed
               appointed as successor trustee unless within 10 days after such
               nomination the Company objects thereto or if no successor trustee
               shall have been so appointed and shall have accepted appointment
               within 30 days after such removal, in which case the Trustee so
               removed or any Securityholder, upon the terms and conditions and
               otherwise as in subsection (a) of this Section 6.10 provided, may
               petition any court of competent jurisdiction for an appointment
               of a successor trustee.

          (d)  Any resignation or removal of the Trustee and appointment of a
               successor trustee pursuant to any of the provisions of this
               Section 6.10 shall become effective upon acceptance of
               appointment by the successor trustee as provided in Section 6.11.

          SECTION 6.11.  Acceptance by Successor Trustee.

          Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor trustee,
the trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 6.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring trustee thereunder.  Upon
request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers.  Any trustee ceasing to act
shall,

                                       46
<PAGE>
 
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of 
Section 6.06.

          No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

          Upon acceptance of appointment by a successor trustee as provided in
this Section 6.11, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities at their addresses as they shall
appear on the Security register.  If the Company fails to mail such notice
within 10 days after the acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

          SECTION 6.12.  Successor by Merger, etc.

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

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

                                       47
<PAGE>
 
          SECTION 6.13.  Limitation on Rights of Trustee as a Creditor.

          The Trustee shall comply with Section 311(a) of the Trust Indenture
Act of 1939, excluding any creditor relationship described in Section 311(b) of
the Trust Indenture Act of 1939.  A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to the
extent included therein.

          SECTION 6.14.  Authenticating Agents.

          There may be one or more Authenticating Agents appointed by the
Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of Securities issued
upon exchange or registration of transfer thereof as fully to all intents and
purposes as though any such Authenticating Agent had been expressly authorized
to authenticate and deliver Securities; provided, that the Trustee shall have no
liability to the Company for any acts or omissions of the Authenticating Agent
with respect to the authentication and delivery of Securities.  Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States or of any state or territory
thereof or of the District of Columbia authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of at least
$5,000,000 and being subject to supervision or examination by federal, state,
territorial or District of Columbia authority.  If such corporation publishes
reports of condition at least annually pursuant to law or the requirements of
such authority, then for the purposes of this Section 6.14 the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect herein specified in this Section.

          Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 6.14 without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.

                                       48
<PAGE>
 
          Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company.  The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.14, shall give
written notice of such appointment to the Company and shall mail notice of such
appointment to all Securityholders as the names and addresses of such holders
appear on the Security Register.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein.

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

                                  ARTICLE VII.
                         CONCERNING THE SECURITYHOLDERS

          SECTION 7.01.  Action by Securityholders.

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

          If the Company shall solicit from the Securityholders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers' Certificate, fix in
advance a record date for the determination of Securityholders entitled to give

                                       49
<PAGE>
 
such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so.  If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
Outstanding Securities shall be computed as of the record date; provided,
however, that no such authorization, agreement or consent by such
Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

          SECTION 7.02.  Proof of Execution by Securityholders.

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

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

          SECTION 7.03.  Who Are Deemed Absolute Owners.

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

                                       50
<PAGE>
 
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Security.

          SECTION 7.04.  Securities Owned by Company Deemed Not Outstanding.

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

          SECTION 7.05.  Revocation of Consents; Future Holders Bound.

          At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Security specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security).  Except as aforesaid, any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.

                                       51
<PAGE>
 
                                 ARTICLE VIII.
                           SECURITYHOLDERS' MEETINGS

          SECTION 8.01.  Purpose of Meetings

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

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

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

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

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

          SECTION 8.02.  Call of Meetings by Trustee.

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

          SECTION 8.03.  Call of Meetings by Company or Securityholders.

          In case at any time the Company pursuant to a resolution of the Board
of Directors, or the holders of at least 

                                       52
<PAGE>
 
10% in aggregate principal amount of the Securities then outstanding, shall have
requested the Trustee to call a meeting of Securityholders, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such Securityholders
may determine the time and the place in the Borough of Manhattan, The City of
New York, for such meeting and may call such meeting to take any action
authorized in Section 8.01, by mailing notice thereof as provided in 
Section 8.02.

          SECTION 8.04.  Qualifications for Voting.

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

          SECTION 8.05.  Regulations.

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

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

          Subject to the provisions of Section 8.04, at any meeting each holder
of Securities or proxy therefor shall be entitled to one vote for each $1,000
principal amount of Securities held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not outstanding and ruled by the chairman 

                                       53
<PAGE>
 
of the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the person to vote on behalf of
other Securityholders. Any meeting of Securityholders duly called pursuant to
the provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

          SECTION 8.06.  Voting.

          The vote upon any resolution submitted to any meeting of holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of such holders or of their representatives by proxy and the serial
number or numbers of the Securities held or represented by them.  The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting.  A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02.  The record shall show the serial numbers of the
Securities voting in favor of or against any resolution.  The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

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

                                       54
<PAGE>
 
                                  ARTICLE IX.
                                  AMENDMENTS

          SECTION 9.01.  Without Consent of Securityholders.

          The Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time amend this Indenture, without the consent
of the Securityholders, for one or more of the following purposes:

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

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

          (c)  to provide for the issuance under this Indenture of Securities in
               coupon form (including Securities registrable as to principal
               only) and to provide for exchangeability of such Securities with
               the Securities issued hereunder in fully registered form and to
               make all appropriate changes for such purpose;

          (d)  to cure any ambiguity or to correct or supplement any provision
               contained herein or in any supplemental indenture which may be
               defective or inconsistent with any other provision contained
               herein or in any supplemental indenture, or to make such other
               provisions in regard to matters or

                                       55
<PAGE>
 
               questions arising under this Indenture; provided that any such
               action shall not materially adversely affect the interests of the
               holders of the Securities;

          (e)  to evidence and provide for the acceptance of appointment
               hereunder by a successor trustee with respect to the Securities;

          (f)  to make provision for transfer procedures, certification, book-
               entry provisions, the form of restricted securities legends, if
               any, to be placed on Securities, and all other matters required
               pursuant to Section 2.07 or otherwise necessary, desirable or
               appropriate in connection with the issuance of Securities to
               holders of Capital Securities in the event of a distribution of
               Securities by Vesta Capital Trust following a Dissolution Event;

          (g)  to qualify or maintain qualification of this Indenture under the
               Trust Indenture Act of 1939; or

          (h)  to make any change that does not adversely affect the rights of
               any Securityholder in any material respect.

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

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

          SECTION 9.02.  With Consent of Securityholders.

          With the consent (evidenced as provided in Section 7.01) of the
holders of a majority in aggregate principal amount of the Securities at the
time outstanding, the Company, when authorized by a Board Resolution, and the
Trustee may from time

                                       56
<PAGE>
 
to time and at any time amend this Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the holders of the
Securities; provided, however, that no such amendment shall without the consent
            --------                                                           
of the holders of each Security then outstanding and affected hereby (i) extend
the Maturity Date of any Security, or reduce the rate or extend the time of
payment of interest thereon (except as contemplated by Article XVI), or reduce
the principal amount thereof (including in the case of a discounted Security the
amount payable thereon in the event of acceleration or the amount provable in
bankruptcy), or reduce any amount payable on redemption thereof, or make the
principal thereof or any interest or premium thereon payable in any coin or
currency other than that provided in the Securities, or impair or affect the
right of any Securityholder to institute suit for payment thereof, or (ii)
reduce the aforesaid percentage of Securities the holders of which are required
to consent to any such amendment to this Indenture, provided, however, that if
                                                    --------  -------         
the Securities are held by Vesta Capital Trust, such amendment shall not be
effective until the holders of a majority in liquidation amount of Trust
Securities shall have consented to such amendment; provided, further, that if
                                                   --------  -------         
the consent of the holder of each outstanding Security is required, such
amendment shall not be effective until each holder of the Trust Securities shall
have consented to such amendment.

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

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

                                       57
<PAGE>
 
          It shall not be necessary for the consent of the Securityholders under
this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

          SECTION 9.03.  Compliance with Trust Indenture Act; Effect of
                         Supplemental Indentures.

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

          SECTION 9.04.  Notation on Securities.

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

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

          The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in the
execution thereof.

                                   ARTICLE X.
               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

                                       58
<PAGE>
 
          SECTION 10.01.  Company May Consolidate, etc., on Certain Terms.

          Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company, as the case may be), or successive
consolidations or mergers in which the Company, as the case may be, or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or lease of the property of the Company, as the case may
be, or its successor or successors as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company, as
the case may be, or its successor or successors) authorized to acquire and
operate the same; provided, that (a) the Company is the surviving Person or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, conveyance, transfer or lease of property is
made is a Person organized and existing under the laws of the United States or
any State thereof or the District of Columbia, and (b) upon any such
consolidation, merger, sale, conveyance, transfer or lease, the due and punctual
payment of the principal of (and premium, if any) and interest on the Securities
according to their tenor and the due and punctual performance and observance of
all the covenants and conditions of this Indenture to be kept or performed by
the Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act of 1939, as then in effect)
satisfactory in form to the Trustee, and executed and delivered to the Trustee
by the Person formed by such consolidation, or into which the Company, as the
case may be, shall have been merged, or by the Person which shall have acquired
such property, and (c) after giving effect to such consolidation, merger, sale,
conveyance, transfer or lease, no Default or Event of Default shall have
occurred and be continuing.

          SECTION 10.02. Successor Corporation to be Substituted for Company.

          In case of any such consolidation, merger, conveyance or transfer and
upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and premium, if any, and
interest on all of the Securities and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, such successor Person shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the Company thereupon shall be

                                       59
<PAGE>
 
relieved of any further liability or obligation hereunder or upon the
Securities.  Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of Vesta Insurance Group, Inc., any
or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee or the Authenticating
Agent; and, upon the order of such successor Person instead of the Company and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee or the Authenticating Agent shall authenticate and
deliver any Securities which previously shall have been signed and delivered by
the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor Person thereafter shall
cause to be signed and delivered to the Trustee or the Authenticating Agent for
that purpose.  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.

          SECTION 10.03.  Opinion of Counsel to be Given Trustee.

          The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or lease, and any assumption, permitted or
required by the terms of this Article X complies with the provisions of this
Article X.

                                  ARTICLE XI.
                    SATISFACTION AND DISCHARGE OF INDENTURE

          SECTION 11.01.  Discharge of Indenture.

          When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) and not theretofore cancelled, or (b) all the
Securities not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for prepayment within one
year under arrangements satisfactory to the Trustee for the giving of notice of
prepayment, and the Company shall deposit or cause to be deposited with the
Trustee, in trust, funds sufficient to pay on the Maturity Date or upon
prepayment all of the Securities (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in

                                       60
<PAGE>
 
Section 2.08) not theretofore cancelled or delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to the Maturity Date or prepayment date, as the case may be, but
excluding, however, the amount of any moneys for the payment of principal (or
premium, if any) or interest on the Securities (1) theretofore repaid to the
Company in accordance with the provisions of Section 11.04, or (2) paid to any
State or to the District of Columbia pursuant to its unclaimed property or
similar laws, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect except for the provisions of Sections 2.02, 2.07,
2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof shall survive until such
Securities shall mature and be paid.  Thereafter, Sections 6.06, 6.10 and 11.04
shall survive, and the Trustee, on demand of the Company accompanied by any
Officers' Certificate and an Opinion of Counsel to the effect that all
conditions to the satisfaction and discharge of this Indenture have been
satisfied and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture, the
Company, however, hereby agreeing to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Securities.

          SECTION 11.02. Deposited Moneys and U.S. Government Obligations to be
                         Held in Trust by Trustee.

          Subject to the provisions of Section 11.04, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Sections 11.01 or
11.05 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for the payment of which
such moneys or U.S.  Government Obligations have been deposited with the
Trustee, of all sums due and to become due thereon for principal, premium, if
any, and interest.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 11.05 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the holders of outstanding Securities.

          SECTION 11.03.  Paying Agent to Repay Moneys Held.

          Upon the satisfaction and discharge of this Indenture all moneys then
held by any paying agent of the Securities (other

                                       61
<PAGE>
 
than the Trustee) shall, upon written demand of the Company, be repaid to it or
paid to the Trustee, and thereupon such paying agent shall be released from all
further liability with respect to such moneys.

          SECTION 11.04.  Return of Unclaimed Moneys.

          Any moneys deposited with or paid to the Trustee or any paying agent
for payment of the principal of or premium, if any, or interest on Securities
and not applied but remaining unclaimed by the holders of Securities for two
years after the date upon which the principal of or premium, if any, or interest
on such Securities, as the case may be, shall have become due and payable, shall
be repaid to the Company by the Trustee or such paying agent on written demand;
and the holder of any of the Securities shall thereafter look only to the
Company for any payment which such holder may be entitled to collect and all
liability of the Trustee or such paying agent with respect to such moneys shall
thereupon cease.

          SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S. Government
                         Obligations

          The Company shall be deemed to have been Discharged (as defined below)
from its respective obligations with respect to the Securities on the 91st day
after the applicable conditions set forth below have been satisfied with respect
to the Securities at any time after the applicable conditions set forth below
have been satisfied:

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

                                       62
<PAGE>
 
               the dates such installments of principal, premium or interest are
               due;

               (2)  if the Securities are then listed on any national securities
               exchange, the Company shall have delivered to the Trustee and the
               Defeasance Agent, if any, an Opinion of Counsel to the effect
               that the exercise of the option under this Section 11.05 would
               not cause such Securities to be delisted from such exchange;

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

               (4)  the Company shall have delivered to the Trustee and the
               Defeasance Agent, if any, an Opinion of Counsel to the effect
               that holders of the Securities will not recognize income, gain or
               loss for United States federal income tax purposes as a result of
               the exercise of the option under this Section 11.05 and will be
               subject to United States federal income tax on the same amount
               and in the same manner and at the same times as would have been
               the case if such option had not been exercised, and such opinion
               shall be accompanied by a private letter ruling to that effect
               received from the United States Internal Revenue Service or a
               revenue ruling pertaining to a comparable form of transaction to
               that effect published by the United States Internal Revenue
               Service; and

          (5)  the Company shall have delivered to the Trustee and the
               Defeasance Agent, if any, 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.

          "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under this Indenture
relating to the Securities (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except (A) the rights
of holders of Securities to receive, from the trust fund described in clause (1)
above, payment of the principal of and the interest and premium, if any, on the
Securities when such payments are due; (B) the Company's obligations with
respect to the Securities under Sections 2.07, 2.08, 5.02 and 11.04; and (C)

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<PAGE>
 
the rights, powers, trusts, duties and immunities of the Trustee hereunder.

          "Defeasance Agent" means another financial institution which is
eligible to act as Trustee hereunder and which assumes all of the obligations of
the Trustee necessary to enable the Trustee to act hereunder.  In the event such
a Defeasance Agent is appointed pursuant to this Section, the following
conditions shall apply:

          (1)  The Trustee shall have approval rights over the document
               appointing such Defeasance Agent and the document setting forth
               such Defeasance Agent's rights and responsibilities; and

          (2)  The Defeasance Agent shall provide verification to the Trustee
               acknowledging receipt of sufficient money and/or U.S. Government
               Obligations to meet the applicable conditions set forth in this
               Section 11.05.

          SECTION 11.06. Reinstatement.

          If the Trustee or any Defeasance Agent is unable to apply any money in
accordance with Section 11.05 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 11.05 until such time as the
Trustee or any Defeasance Agent is permitted to apply all such money in
accordance with Section 11.05.

                                  ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

          SECTION 12.01. Indenture and Securities Solely Corporate Obligations.

          No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture, or in any Security, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor Person to the Company, either directly or through
the Company any

                                       64
<PAGE>
 
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities.


                                 ARTICLE XIII.
                            MISCELLANEOUS PROVISIONS

          SECTION 13.01.  Successors.

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

          SECTION 13.02.  Official Acts by Successor Corporation.

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

          SECTION 13.03.  Surrender of Company Powers.

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

          SECTION 13.04.  Address for Notices, etc.

          Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee for the purpose)
to the Company, 3760 River Run Drive, Birmingham, Alabama 35243 Attention:
General Counsel.  Any notice, direction, request or demand by any Securityholder
to or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made in writing at the office of the Trustee, 230
South Tryon Street, 9th Floor, Charlotte, North Carolina 28288-1179, Attention:
Bond Administration (unless another address is provided by the Trustee to the
Company for the

                                       65
<PAGE>
 
purpose).  All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, and mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

          SECTION 13.05.  Governing Law.

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

          SECTION 13.06. Evidence of Compliance with Conditions Precedent.

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

          Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

          SECTION 13.07.  Business Days.

          In any case where the date of payment of principal of or premium, if
any, or interest on the Securities will not be a Business Day, the payment of
such principal of or premium, if any, or interest on the Securities need not be
made on such date but may be made on the next succeeding Business Day (and
without

                                       66
<PAGE>
 
any interest or other payment in respect of any such delay), with the same force
and effect as if made on the date of payment and no interest shall accrue for
the period from and after such date.

          SECTION 13.08.  Trust Indenture Act to Control.

          If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

          SECTION 13.09.  Table of Contents, Headings, etc.

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

          SECTION 13.10.  Execution in Counterparts

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

          SECTION 13.11.  Separability.

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

          SECTION 13.12.  Assignment.

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

                                       67
<PAGE>
 
          SECTION 13.13.  Acknowledgement of Rights.

          The Company acknowledges that, with respect to any Securities held by
Vesta Capital Trust or a trustee of such trust, if the Property Trustee of such
Trust fails to enforce its rights under this Indenture as the holder of the
Securities held as the assets of Vesta Capital Trust any holder of Capital
Securities may institute legal proceedings directly against the Company to
enforce such Property Trustee's rights under this Indenture without first
instituting any legal proceedings against such Property Trustee or any other
Person.  Notwithstanding the foregoing, if an Event of Default has occurred and
is continuing and such event is attributable to the failure of the Company to
pay principal of or premium, if any, or interest on the Securities when due, the
Company acknowledges that a holder of Capital Securities may directly institute
a proceeding for enforcement of payment to such holder of the principal of or
premium, if any, or interest on the Securities having a principal amount equal
to the aggregate liquidation amount of the Capital Securities of such holder on
or after the respective due date specified in the Securities.

                                  ARTICLE XIV.
                            PREPAYMENT OF SECURITIES

          SECTION 14.01. Special Event Prepayment.

          If a Special Event has occurred and is continuing, then the Company
shall have the right upon (i) not less than 45 days written notice to the
Trustee and (ii) not less than 30 days nor more than 60 days written notice to
the Securityholders, to prepay the Securities, in whole (but not in part), at
any time within 90 days following the occurrence of such Special Event, at the
Special Event Prepayment Price.  Following a Special Event, the Company shall
take such action as is necessary to promptly determine the Special Event
Prepayment Price, including without limitation the appointment by the Company of
a Quotation Agent.  The Special Event Prepayment Price shall be paid prior to
12:00 noon, New York City time, on the date of such prepayment or such earlier
time as the Company determines, provided that the Company shall deposit with the
Trustee an amount sufficient to pay the Special Event Prepayment Price by 10:00
a.m., New York City time, on the date such Special Event Prepayment Price is to
be paid.

          SECTION 14.02. No Optional Prepayment by Company.

          Other than as set forth in Section 14.01, the Securities shall not be
subject to optional prepayment by the Company.

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<PAGE>
 
          SECTION 14.03.  No Sinking Fund.

          The Securities are not entitled to the benefit of any sinking fund.

          SECTION 14.04. Notice of Prepayment.

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

          Each such notice of prepayment shall specify the CUSIP number of the
Securities to be prepaid, the date fixed for prepayment, the prepayment price at
which the Securities are to be prepaid (or the method by which such prepayment
price is to be calculated), the place or places of payment that payment will be
made upon presentation and surrender of the Securities, that interest accrued to
the date fixed for prepayment will be paid as specified in said notice, and that
on and after said date interest thereon or on the portions thereof to be prepaid
will cease to accrue.  If less than all the Securities are to be prepaid the
notice of prepayment shall specify the numbers of the Securities to be prepaid.

          Prior to 10:00 a.m., New York City time, on the prepayment date
specified in the notice of prepayment given as provided in this Section, the
Company will deposit with the Trustee or with one or more paying agents an
amount of money sufficient to prepay on the prepayment date all the Securities
so called for prepayment at the appropriate Prepayment Price, together with
accrued interest to the date fixed for prepayment.

          The Company will give the Trustee notice not less than 45 days prior
to the prepayment date as to the aggregate principal amount of Securities to be
prepaid.

          SECTION 14.05. Payment of Securities Called for Prepayment.

          If notice of prepayment has been given as provided in Section 14.04,
the Securities with respect to which such notice

                                       69
<PAGE>
 
has been given shall become due and payable on the date and at the place or
places stated in such notice at the applicable Prepayment Price, together with
interest accrued to the date fixed for prepayment (subject to the rights of
holders of Securities on the close of business on a regular record date in
respect of an Interest Payment Date occurring on or prior to the prepayment
date), and on and after said date (unless the Company shall default in the
payment of such Securities at the Prepayment Price, together with interest
accrued to said date) interest on the Securities so called for prepayment shall
cease to accrue.  On presentation and surrender of such Securities at a place of
payment specified in said notice, the said Securities shall be paid and prepaid
by the Company at the applicable Prepayment Price, together with interest
accrued thereon to the date fixed for prepayment (subject to the rights of
holders of Securities on the close of business on a regular record date in
respect of an Interest Payment Date occurring on or prior to the prepayment
date).


                                  ARTICLE XV.

                          SUBORDINATION OF SECURITIES

          SECTION 15.01.  Agreement to Subordinate.

          The Company covenants and agrees, and each holder of Securities issued
hereunder likewise covenants and agrees, that the Securities shall be issued
subject to the provisions of this Article XV; 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 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 amounts with respect to Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter incurred.

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

          SECTION 15.02.  Default on Senior Indebtedness.

          In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness, or in the event that the maturity of any Senior
Indebtedness 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

                                       70
<PAGE>
 
prepayments) of or premium, if any, or interest on the Securities.

          In the event of the acceleration of the maturity of the Securities,
then no payment shall be made by the Company with respect to the principal
(including prepayments) of or premium, if any, or interest on the Securities
until the holders of all Senior Indebtedness outstanding at the time of such
acceleration shall receive payment in full of all amounts due in respect of such
Senior Indebtedness (including any amounts due upon acceleration).

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

          SECTION 15.03.  Liquidation; Dissolution; Bankruptcy.

          Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal (and premium, if any) or interest on the Securities;
and upon any such dissolution or winding-up or liquidation or reorganization,
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the
Securityholders or the Trustee would be entitled to receive from the Company,
except for the provisions of this Article XV, shall be paid by the Company or by
any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Securityholders or by the Trustee
under this Indenture if received by them or it, directly to the holders of
Senior Indebtedness of the Company (pro rata to such holders

                                       71
<PAGE>
 
on the basis of the respective amounts of Senior Indebtedness held by such
holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the Securityholders
or to the Trustee.

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

          For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XV with respect
to the Securities to the payment of Senior Indebtedness that may at the time be
outstanding, provided that (i) such Senior Indebtedness 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 Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment.  The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale,
conveyance, transfer or lease of its property as an entirety, or substantially
as an entirety, to another Person upon the terms and conditions provided for in
Article X of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 15.03 if such
other Person shall, as a part of such consolidation, merger,

                                       72
<PAGE>
 
sale, conveyance, transfer or lease, comply with the conditions stated in
Article X of this Indenture.  Nothing in Section 15.02 or in this Section 15.03
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.06 of this Indenture.

          SECTION 15.04.  Subrogation.

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

          Nothing contained in this Article XV or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness of the Company, and the
holders of the 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 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, as the case may be, other than the holders of Senior
Indebtedness of the Company, as the case may be, 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 XV of the holders
of such Senior Indebtedness in respect of cash, property or securities of the
Company, as the case may be, received upon the exercise of any such remedy.

                                       73
<PAGE>
 
          Upon any payment or distribution of assets of the Company referred to
in this Article XV, the Trustee, subject to the provisions of Article VI of this
Indenture, and the Securityholders shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XV.

          SECTION 15.05.  Trustee to Effectuate Subordination.

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

          SECTION 15.06.  Notice by the Company.

          The Company shall give prompt written notice to a Responsible Officer
of the Trustee 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 XV.  Notwithstanding the provisions
of this Article XV 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 XV, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Indebtedness or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Article VI of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 15.06 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any 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

                                       74
<PAGE>
 
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

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

          Upon any payment or distribution of assets of the Company referred to
in this Article XV, the Trustee and the Securityholders 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
Securityholders, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XV.


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

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

                                       75
<PAGE>
 
          With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XV, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Article VI of this Indenture, the Trustee shall not
be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to Securityholders, the Company or any other Person money or assets to
which any holder of such Senior Indebtedness shall be entitled by virtue of this
Article XV or otherwise.

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

          SECTION 15.08.  Subordination May Not Be Impaired.

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

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of the Company may, at any time and from time
to time, without the consent of or notice to the Trustee or the Securityholders,
without incurring responsibility to the Securityholders and without impairing or
releasing the subordination provided in this Article XV or the obligations
hereunder of the holders of the Securities to the holders of such Senior
Indebtedness, 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 Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

                                       76
<PAGE>
 
                                 ARTICLE XVI.
                      EXTENSION OF INTEREST PAYMENT PERIOD

          SECTION 16.01.  Extension of Interest Payment Period.

          (a) So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time and from time to time during the term
of the Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not exceeding 10 consecutive
semi-annual periods, including the first such semi-annual period during such
extension period (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that no
                                                              -------- ----   
Extended Interest Payment Period may extend beyond the Maturity Date.  To the
extent permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
this Section 16.01, will bear interest thereon at the Coupon Rate compounded
semi-annually for each semi-annual period of the Extended Interest Payment
Period ("Compounded Interest").  At the end of the Extended Interest Payment
Period, the Company shall pay all interest accrued and unpaid on the Securities,
including any Additional Sums and Compounded Interest (together, "Deferred
Interest") that shall be payable to the holders of the Securities in whose names
the Securities are registered in the Security Register on the first record date
after the end of the Extended Interest Payment Period.

     (b) Before the termination of any Extended Interest Payment Period, the
Company may further defer payments of interest by further extending such period,
provided that such period, together with all such previous and further
--------                                                              
extensions within such Extended Interest Payment Period, shall not exceed 10
consecutive semi-annual periods, including the first such semi-annual period
during such Extended Interest Payment Period, or extend beyond the Maturity Date
of the Securities.  Upon the termination of any Extended Interest Payment Period
and the payment of all Deferred Interest then due, the Company may elect to
commence a new Extended Interest Payment Period, subject to the foregoing
requirements.  No interest shall be due and payable during an Extended Interest
Payment Period, except at the end thereof, but the Company may prepay at any
time all or any portion of the interest accrued during an Extended Interest
Payment Period.

          SECTION 16.02.  Notice of Extension.

          (a) If the Property Trustee is the only registered holder of the
Securities at the time the Company selects an Extended Interest Payment Period,
the Company shall give written notice to the Administrative Trustees, the
Property Trustee and

                                       77
<PAGE>
 
the Trustee of its selection of such Extended Interest Payment Period at least
five Business Days before the earlier of (i) the next succeeding date on which
distributions on the Trust Securities issued by Vesta Capital Trust would have
been payable except for such election, or (ii) the date the Administrative
Trustees are required to give notice of the record date, or the date such
Distributions are payable, to any national securities exchange or to holders of
the Capital Securities issued by Vesta Capital Trust, but in any event at least
five Business Days before such record date.

          (b) If the Property Trustee is not the only holder of the Securities
at the time the Company selects an Extended Interest Payment Period, the Company
shall give the holders of the Securities and the Trustee written notice of its
selection of such Extended Interest Payment Period at least 10 Business Days
before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the
date the Company is required to give notice of the record or payment date of
such interest payment to any national securities exchange.

          (c) The semi-annual period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 16.02 shall be counted as one of the 10
semi-annual periods permitted in the maximum Extended Interest Payment Period
permitted under Section 16.01.  There is no limitation on the number of times
that the Company may elect to begin an Extended Interest Payment Period.

          First Union National Bank of North Carolina hereby accepts the trusts
in this Indenture declared and provided, upon the terms and conditions
hereinabove set forth.

                                       78
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed by their respective officers thereunto duly authorized, as of
the day and year first above written.

                                       VESTA INSURANCE GROUP, INC.


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



                                       FIRST UNION NATIONAL BANK
                                       OF NORTH CAROLINA,
                                       as Trustee


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

                                       79
<PAGE>
 
                                   EXHIBIT A
                                   ---------

                           (FORM OF FACE OF SECURITY)

          [IF THE SECURITY IS A GLOBAL SECURITY, INSERT: - 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 NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF
THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

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

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
"AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES TO

                                       80
<PAGE>
 
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
(i) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY,
AND (ii) PURSUANT TO CLAUSE (E), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE REVERSE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEREE TO THE COMPANY.  SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND.

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S.  PERSONS UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.



No.                                                         CUSIP No.
                                                                     ----------

                                       81
<PAGE>
 
                          VESTA INSURANCE GROUP, INC.
            8.525% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
                              DUE JANUARY 15, 2027

          Vesta Insurance Group, Inc., a Delaware corporation (the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to           , or
                                                            ----------
registered assigns, the principal sum of $           Dollars on January 15, 2027
                                          ----------
(the "Maturity Date"), unless previously prepaid, and to pay interest on the
outstanding principal amount hereof from January 31, 1997, or from the most
recent interest payment date (each such date, an "Interest Payment Date") to
which interest has been paid or duly provided for, semi-annually (subject to
deferral as set forth herein) in arrears on January 15 and July 15 of each year,
commencing July 15, 1997, at the rate of 8.525% per annum until the principal
hereof shall have become due and payable, and on any overdue principal and
premium, if any, 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 same rate per annum compounded semi-annually.  The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months and, for any period less than a full
calendar month, the number of days elapsed in such month.  In the event that any
date on which the principal of (or premium, if any) or interest on this Security
is payable is not a Business Day, then payment payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), with the same force and effect as
if made on such date.

          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, as defined in said Indenture) is registered at the close of business
on the regular record date for such interest installment, which shall be the
first day of the month in which the relevant Interest Payment Date falls.  Any
such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the holders on such regular record date and may
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 to
be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the holders of Securities not less than 10 days prior
to such special record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.

                                       82
<PAGE>
 
          The principal of (and premium, if any) and interest on this Security
shall be payable at the office or agency of the Trustee in Charlotte, North
Carolina maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that, payment of interest may be
made at the option of the Company by (i) check mailed to the holder at such
address as shall appear in the Security Register or (ii) by transfer to an
account maintained by the Person entitled thereto, provided that proper written
transfer instructions have been received by the relevant record date; provided
that if this Security is in global form, the interest hereon shall be made in
immediately available funds.  Notwithstanding the foregoing, so long as the
Holder of this Security is the Property Trustee, the payment of the principal of
(and premium, if any) and interest on this Security will be made at such place
and to such account as may be designated by the Property Trustee.

          The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of Senior Indebtedness, 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 or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her attorney-in-
fact for any and all such purposes.  Each holder hereof, by his or her
acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

          This Security shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

                                       83
<PAGE>
 
          The provisions of this Security are continued on the reverse side
hereof and such provisions shall for all purposes have the same effect as though
fully set forth at this place.

          IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.


Dated
     -------------
                                       VESTA INSURANCE GROUP, INC.

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

Attest:

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

                    (FORM OF CERTIFICATE OF AUTHENTICATION)

                         CERTIFICATE OF AUTHENTICATION

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


FIRST UNION NATIONAL BANK
OF NORTH CAROLINA,
as Trustee

By:
   --------------------------------
    Authorized Officer

                                       84
<PAGE>
 
                         (FORM OF REVERSE OF SECURITY)

          This Security is one of the Securities of the Company (herein
sometimes referred to as the "Securities"), specified in the Indenture, all
issued or to be issued under and pursuant to an Indenture, dated as of January
31, 1997 (the "Indenture"), duly executed and delivered between the Company and
First Union National Bank of North Carolina, as Trustee (the "Trustee"), to
which Indenture reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Securities.

          Upon the occurrence and continuation of a Special Event, the Company
shall have the right to prepay this Security in whole (but not in part) at the
Special Event Prepayment Price.  "Special Event Prepayment Price" shall mean an
amount in cash equal to the greater of (i) 100% of the principal amount of the
Securities to be prepaid and (ii) the sum, as determined by a Quotation Agent,
of the present values of the remaining scheduled payments of principal and
interest on the Securities discounted to the prepayment date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus, in each case, any accrued and unpaid interest
thereon, including Compounded Interest and Additional Sums, if any, to the date
of such prepayment.

          The Special Event Prepayment Price shall be paid prior to 12:00 noon,
New York City time, on the date of such prepayment, provided, that the Company
shall deposit with the Trustee an amount sufficient to pay the Special Event
Prepayment Price by 10:00 a.m., New York City time, on the date the Special
Event Prepayment Price is to be paid.  Any prepayment pursuant to this paragraph
will be made upon not less than 30 days nor more than 60 days notice.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Securities may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

          The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the Securities at the time outstanding, as defined in the Indenture,
to execute supplemental indentures for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of modifying in any manner the rights of the holders of the Securities;
provided, however, that no such supplemental indenture shall, without the
consent of each holder

                                       85
<PAGE>
 
of Securities then outstanding and affected thereby, (i) extend the Maturity
Date of any Securities, or reduce the principal amount thereof, or reduce any
amount payable on prepayment thereof, or reduce the rate or extend the time of
payment of interest thereon (subject to Article XVI of the Indenture), or make
the principal of, or interest or premium on, the Securities payable in any coin
or currency other than U.S. dollars, or impair or affect the right of any holder
of Securities to institute suit for the payment thereof, or (ii) reduce the
aforesaid percentage of Securities, the holders of which are required to consent
to any such supplemental indenture.  The Indenture also contains provisions
permitting the holders of a majority in aggregate principal amount of the
Securities at the time outstanding affected thereby, on behalf of all of the
holders of the Securities, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture, and its consequences, except a default in the payment of the
principal of or premium, if any, or interest on any of the Securities or a
default in respect of any covenant or provision under which the Indenture cannot
be modified or amended without the consent of each holder of Securities then
outstanding.  Any such consent or waiver by the holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Security and of any
Security issued in exchange heretofore or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Security.

          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 time and place and at the rate and in the money
herein prescribed.

          The Company shall have the right, at any time and from time to time
during the term of the Securities, to defer payments of interest by extending
the interest payment period of such Securities for a period not exceeding 10
consecutive semi-annual periods, including the first such semi-annual period
during such extension period, and not to extend beyond the Maturity Date of the
Securities (an "Extended Interest Payment Period"), at the end of which period
the Company shall pay all interest then accrued and unpaid together with
interest thereon at the rate specified for the Securities (to the extent that
payment of such interest is enforceable under applicable law).  Before the
termination of any such Extended Interest Payment Period, the Company may
further defer payments of interest by further extending such Extended Interest
Payment Period, provided that such Extended Interest Payment Period, together
with all such

                                       86
<PAGE>
 
previous and further extensions within such Extended Interest Payment Period,
shall not exceed 10 consecutive semi-annual periods, including the first semi-
annual period during such Extended Interest Payment Period, or extend beyond the
Maturity Date of the Securities.  Upon the termination of any such Extended
Interest Payment Period and the payment of all accrued and unpaid interest and
any additional amounts then due, the Company may commence a new Extended
Interest Payment Period, subject to the foregoing requirements.

          The Company has agreed that it will not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock (which
includes common and preferred stock) or (ii) make any payment of principal,
interest or-premium, if any, on or repay or repurchase or redeem any debt
securities of the Company that rank pari passu with or junior in right of
payment to the Securities or make any guarantee payments with respect to any
guarantee by the Company of the debt securities or any Subsidiary of the Company
if such guarantee ranks pari passu or junior in right of payment to the
Securities (other than (a) dividends or distributions in shares of, or options,
warrants or rights to subscribe for or purchase shares of, Common Stock of the
Company, (b) any declaration of a dividend in connection with the implementation
of a stockholder's rights plan, or the issuance of stock under any such plan in
the future, or the redemption or repurchase of any such rights pursuant thereto,
(c) payments under the Capital Securities Guarantee, (d) as a result of a
reclassification of the Company's capital stock or the exchange or the
conversion of one class or series of the Company's capital stock for another
class or series of the Company's capital stock, (e) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the exchange or
conversion of such capital stock or the security being exchanged or converted,
and (f) purchases or issuances of Common Stock in connection with any of the
Company's stock option, stock purchase, stock loan or other benefit plans for
its directors, officers or employees or any of the Company's dividend
reinvestment plans, in each case as now existing or hereinafter established or
amended) if at such time (i) there shall have occurred any event of which the
Company has actual knowledge that (a) is, or with the giving of notice or the
lapse of time, or both, would be, an Event of Default and (b) in respect of
which the Company shall not have taken reasonable steps to cure, (ii) if such
Securities are held by Vesta Capital Trust, the Company shall be in default with
respect to its payment of any obligations under the Capital Securities Guarantee
or (iii) the Company shall have given notice of its election of the exercise of
its right to extend the interest payment period and any such extension shall be
continuing.

                                       87
<PAGE>
 
          The Company will have the right at any time to liquidate Vesta Capital
Trust and cause the Securities to be distributed to the holders of the Trust
Securities in liquidation of Vesta Capital Trust.

          The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.  As provided in the
Indenture and subject to the transfer restrictions limitations as may be
contained herein and therein from time to time, the transfer of this Security is
registrable by the holder hereof on the Security Register of the Company, upon
surrender of this Security for registration of transfer at the office or agency
of the Trustee in the City of Charlotte and State of North Carolina accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees.  No service charge will be
made for any such registration of transfer, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
relation thereto.

          Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, any paying agent and the registrar may deem
and treat the registered holder hereof as the absolute owner hereof (whether or
not this Security shall be overdue and notwithstanding any notice of ownership
or writing hereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any registrar shall be
affected by any notice to the contrary.

          No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor Person, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

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

                                       88
<PAGE>
 
          THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PROVISIONS THEREOF.

                                       89