Exhibit 4.1











                              PECO ENERGY COMPANY,
                                     Issuer

                                       AND

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                   as Trustee



                                    INDENTURE



                            Dated as of June 24, 2003



                          Subordinated Debt Securities


<PAGE>

                             CROSS-REFERENCE TABLE*

            Section of
            Trust Indenture Act                         Section of
            of 1939, as amended                         Indenture
            -------------------                         ----------

              310(a)                                      7.09
              310(b)                                      7.08
                                                          7.10
              310(c)                                      Inapplicable
              311(a)                                      7.13
              311(b)                                      7.13
              311(c)                                      Inapplicable
              312(a)                                      5.01
                                                          5.02(a)
              312(b)                                      5.02(c)
              312(c)                                      5.02(d)
              313(a)                                      5.04(a)
              313(b)                                      5.04(b)
              313(c)                                      5.04(a)
                                                          5.04(b)
              313(d)                                      5.04(c)
              314(a)                                      5.03
              314(b)                                      Inapplicable
              314(c)                                      13.07
              314(d)                                      Inapplicable
              314(e)                                      13.07
              314(f)                                      Inapplicable
              315(a)                                      7.01(b)
                                                          7.02
              315(b)                                      6.01(e)
              315(c)                                      7.01
              315(d)                                      7.01(b)
                                                          7.01(c)
              315(e)                                      6.07
              316(a)                                      6.06
                                                          8.04
              316(b)                                      6.04
              316(c)                                      8.01
              317(a)                                      6.02
              317(b)                                      4.03
              318(a)                                      13.09


*This Cross-Reference Table does not constitute part of the Indenture and shall
not have any bearing on the interpretation of any of its terms or provisions.

<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                               Page


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

         SECTION 1.01.       Definitions of Terms.................................................................1

ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF DEBT SECURITIES.....................6

         SECTION 2.01.       Designation and Terms of Debt Securities.............................................6
         SECTION 2.02.       Form of Debt Securities and Trustee's Certificate....................................7
         SECTION 2.03.       Denominations; Provisions for Payment................................................8
         SECTION 2.04.       Execution and Authentication.........................................................9
         SECTION 2.05.       Registration of Transfer and Exchange...............................................10
         SECTION 2.06.       Temporary Securities................................................................11
         SECTION 2.07.       Mutilated, Destroyed, Lost or Stolen Debt Securities................................11
         SECTION 2.08.       Cancellation........................................................................12
         SECTION 2.09.       Benefits of Indenture...............................................................12
         SECTION 2.10.       Authenticating Agent................................................................12
         SECTION 2.11.       Global Securities...................................................................13

ARTICLE III REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS............................................14

         SECTION 3.01.       Redemption..........................................................................14
         SECTION 3.02.       Notice of Redemption................................................................14
         SECTION 3.03.       Payment Upon Redemption.............................................................15
         SECTION 3.04.       Sinking Fund........................................................................15
         SECTION 3.05.       Satisfaction of Sinking Fund Payments with Debt Securities..........................15
         SECTION 3.06.       Redemption of Debt Securities for Sinking Fund......................................16

ARTICLE IV COVENANTS OF THE COMPANY..............................................................................16

         SECTION 4.01.       Payment of Principal, Premium and Interest..........................................16
         SECTION 4.02.       Maintenance of Office or Agency.....................................................16
         SECTION 4.03.       Paying Agents.......................................................................16
         SECTION 4.04.       Appointment to Fill Vacancy in Office of Trustee....................................17
         SECTION 4.05.       Compliance with Consolidation Provisions............................................17
         SECTION 4.06.       Limitation on Dividends; Transactions with Affiliates...............................18
         SECTION 4.07.       Covenants as to PECO Trust..........................................................18
         SECTION 4.08.       Corporate Existence.................................................................18

ARTICLE V SECURITYHOLDERS, LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE......................................18

         SECTION 5.01.       Company to Furnish Trustee Names and Addresses of Securityholders...................18
         SECTION 5.02.       Preservation Of Information; Communications With Securityholders....................19
         SECTION 5.03.       Reports By the Company..............................................................19
         SECTION 5.04.       Reports by the Trustee..............................................................20


                                       i

<PAGE>





ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.......................................20

         SECTION 6.01.       Events of Default...................................................................20
         SECTION 6.02.       Collection of Indebtedness and Suits for Enforcement by Trustee.....................22
         SECTION 6.03.       Application of Moneys Collected.....................................................23
         SECTION 6.04.       Limitation on Suits.................................................................23
         SECTION 6.05.       Rights and Remedies Cumulative; Delay or Omission Not Waiver........................24
         SECTION 6.06.       Control by Securityholders..........................................................24
         SECTION 6.07.       Undertaking to Pay Costs............................................................25

ARTICLE VII CONCERNING THE TRUSTEE...............................................................................25

         SECTION 7.01.       Certain Duties and Responsibilities of Trustee......................................25
         SECTION 7.02.       Certain Rights of Trustee...........................................................26
         SECTION 7.03.       Trustee Not Responsible for Recitals or Issuance of Debt Securities.................27
         SECTION 7.04.       May Hold Debt Securities............................................................27
         SECTION 7.05.       Moneys Held in Trust................................................................28
         SECTION 7.06.       Compensation and Reimbursement......................................................28
         SECTION 7.07.       Reliance on Officers' Certificate...................................................28
         SECTION 7.08.       Qualification; Conflicting Interests................................................29
         SECTION 7.09.       Corporate Trustee Required; Eligibility.............................................29
         SECTION 7.10.       Resignation and Removal; Appointment of Successor...................................29
         SECTION 7.11.       Acceptance of Appointment By Successor..............................................30
         SECTION 7.12.       Merger, Conversion, Consolidation or Succession to Business.........................31
         SECTION 7.13.       Preferential Collection of Claims Against the Company...............................31

ARTICLE VIII CONCERNING THE SECURITYHOLDERS......................................................................32

         SECTION 8.01.       Evidence of Action by Securityholders...............................................32
         SECTION 8.02.       Proof of Execution by Securityholders...............................................32
         SECTION 8.03.       Who May be Deemed Owners............................................................32
         SECTION 8.04.       Certain Debt Securities Owned by Company Disregarded................................33
         SECTION 8.05.       Actions Binding on Future Securityholders...........................................33

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................33

         SECTION 9.01.       Supplemental Indentures Without the Consent of Securityholders......................33
         SECTION 9.02.       Supplemental Indentures With Consent of Securityholders.............................34
         SECTION 9.03.       Effect of Supplemental Indentures...................................................35
         SECTION 9.04.       Debt Securities Affected by Supplemental Indentures.................................35
         SECTION 9.05.       Execution of Supplemental Indentures................................................35

ARTICLE X SUCCESSOR CORPORATION..................................................................................35

         SECTION 10.01.      Company May Consolidate, Etc........................................................35
         SECTION 10.02.      Successor Corporation Substituted...................................................36
         SECTION 10.03.      Evidence of Consolidation, Etc. to Trustee..........................................36




                                       ii

<PAGE>




ARTICLE XI SATISFACTION AND DISCHARGE............................................................................36

         SECTION 11.01.      Satisfaction and Discharge of Indenture.............................................36
         SECTION 11.02.      Discharge of Obligations............................................................37
         SECTION 11.03.      Deposited Moneys to be Held in Trust................................................37
         SECTION 11.04.      Payment of Moneys Held by Paying Agents.............................................38
         SECTION 11.05.      Repayment to Company................................................................38

ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS......................................38

         SECTION 12.01.      No Recourse.........................................................................38

ARTICLE XIII MISCELLANEOUS PROVISIONS............................................................................38

         SECTION 13.01.      Effect on Successors and Assigns....................................................38
         SECTION 13.02.      Actions by Successor................................................................39
         SECTION 13.03.      Surrender of Company Powers.........................................................39
         SECTION 13.04.      Notices.............................................................................39
         SECTION 13.05.      Governing Law.......................................................................39
         SECTION 13.06.      Treatment of the Debt Securities as Debt............................................39
         SECTION 13.07.      Compliance Certificates and Opinions................................................39
         SECTION 13.08.      Payments on Business Days...........................................................40
         SECTION 13.09.      Conflict with Trust Indenture Act...................................................40
         SECTION 13.10.      Counterparts........................................................................40
         SECTION 13.11.      Separability........................................................................40
         SECTION 13.12.      Assignment..........................................................................40
         SECTION 13.13.      Acknowledgment of Rights............................................................40

ARTICLE XIV SUBORDINATION OF DEBT SECURITIES.....................................................................41

         SECTION 14.01.      Subordination Terms.................................................................41

</TABLE>

                                      iii


<PAGE>


         THIS INDENTURE, dated as of June 24, 2003, between PECO ENERGY COMPANY,
a Pennsylvania corporation (the "Company"), and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association not in its individual capacity but
solely as trustee (the "Trustee"):

                              W I T N E S S E T H:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured subordinated debt securities (hereinafter referred to as
the "Debt Securities"), in an unlimited aggregate principal amount to be issued
from time to time in one or more series as in this Indenture provided, as
registered Debt Securities without coupons, to be authenticated by the
certificate of the Trustee;

         WHEREAS, to provide the terms and conditions upon which the Debt
Securities are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture; and

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

         NOW, THEREFORE, in consideration of the premises and the purchase of
the Debt Securities by the holders thereof, and intending to be legally bound
hereby, it is mutually covenanted and agreed as follows for the equal and
ratable benefit of the holders of Debt Securities:

ARTICLE I
                                   DEFINITIONS


SECTION 1.01. Definitions of Terms. The terms defined in this Section (except as
in this Indenture otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section and shall
include the plural as well as the singular. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, as amended, or
that are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.

         "Additional Interest" means (i) such additional amounts as may be
required so that the net amounts received and retained by the Holder (if the
Holder is a PECO Trust) after paying taxes, duties, assessments or governmental
charges of whatever nature (other than withholding taxes) imposed by the United
States or any other taxing authority will not be less than the amounts the
Holder would have received had no such taxes, duties, assessments, or other
governmental charges been imposed; and (ii) any interest due and not paid on an
Interest Payment Date, together with interest thereon from such Interest Payment
Date to the date of payment, compounded semiannually, on each Interest Payment
Date.

         "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any 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.

<PAGE>


         "Authenticating Agent" means an authenticating agent with respect to
all or any of the series of Debt Securities appointed with respect to all or
such series of the Debt Securities by the Trustee pursuant to Section 2.10.

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

         "Board of Directors" means the board of directors of the Company, or
any duly authorized committee of such board or any officer of the Company duly
authorized by the board of directors of the Company or a duly authorized
committee of that board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification; provided that any Board Resolution that is adopted by an officer
of the Company shall be accompanied by a copy of a resolution of either the
board of directors of the Company or a duly authorized committee of that board,
certified as aforesaid, authorizing such officer to take such action.

         "Business Day" means, with respect to any series of Debt Securities,
any day other than a Saturday or Sunday or a day on which federal or state
banking institutions in Wilmington, Delaware or Philadelphia, Pennsylvania, are
authorized or obligated by law, executive order or regulation to close, or a day
on which the Corporate Trust Office of the Trustee or the Property Trustee is
closed for business.

         "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company. The Certificate need not comply with the
provisions of Section 13.07.

         "Common Securities" means undivided beneficial interests in the assets
of a PECO Trust which rank pari passu with Preferred Securities issued by such
trust; provided, however, that upon the occurrence of an Event of Default, the
rights of holders of Common Securities to payment in respect of distributions
and payments upon liquidation, redemption and maturity are subordinated to the
rights of holders of Preferred Securities.

         "Common Securities Guarantee" means any guarantee that the Company may
enter into with a PECO Trust or other Persons that operate directly or
indirectly for the benefit of holders of Common Securities of such trust.

         "Company" means PECO Energy Company, a corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania, and, subject to the
provisions of Article X, shall also include its successors and assigns.

         "Company Order" means a written request or order signed in the name of
the Company by an officer, or if required by the context in which such term
appears herein, officers, of the Company and delivered to the Trustee.

         "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at Wachovia Bank,
National Association, PA 1249, 123 South Broad Street, 11th Floor, Philadelphia,
PA 19109, Attention: Corporate Trust Administration.


                                       2

<PAGE>


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

         "Declaration" means, in respect of a PECO Trust, the amended and
restated declaration of trust of such PECO Trust or any other governing
instrument of such PECO Trust.

         "Debt Securities" means the unsecured subordinated debt securities of
the Company authenticated and delivered under this Indenture.

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

         "Defaulted Interest" has the meaning specified in Section 2.03.

         "Depository" means, with respect to Debt Securities of any series for
which the Company shall determine that such Debt 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 either Section 2.01 or 2.11.

         "Event of Default" means, with respect to Debt Securities of a
particular series, any event specified in Section 6.01, continued for the period
of time, if any, therein designated.

         "Exchange Act" means the Securities Exchange Act of 1934.

         "Global Security" means, with respect to any series of Debt Securities,
a Debt Security executed by the Company and delivered by the Trustee to the
Depository or pursuant to the Depository's instruction, all in accordance with
the Indenture, which shall be registered in the name of the Depository or its
nominee.

         "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depository receipt; provided, however, 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 Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depository receipt.

         "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.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof.


                                       3
<PAGE>


         "Interest Payment Date," when used with respect to any installment of
interest on a Debt Security of a particular series, means the date specified in
such Debt Security or in a Board Resolution or in an indenture supplemental
hereto with respect to such series as the fixed date on which an installment of
interest with respect to Debt Securities of that series is due and payable.

         "List of Holders" means the list of holders of each series of Debt
Securities provided by the Company to the Trustee under Section 5.01.

         "Officers' Certificate" means a certificate signed by the President or
a Vice President and by the Treasurer or an Assistant Treasurer or the
Controller or an Assistant Controller or the Secretary or an Assistant Secretary
of the Company that is delivered to the Trustee in accordance with the terms
hereof. Each such certificate shall include the statements provided for in
Section 13.07, if and to the extent required by the provisions thereof.

         "Opinion of Counsel" means an opinion in writing of legal counsel, who
may be an employee of or counsel for the Company, that is reasonably acceptable
to the Trustee and delivered to the Trustee in accordance with the terms hereof.
Each such opinion shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof.

         "Outstanding," when used with reference to Debt Securities of any
series, means, subject to the provisions of Section 8.04, as of any particular
time, all Debt Securities of that series theretofore authenticated and delivered
by the Trustee under this Indenture, except (a) Debt Securities theretofore
canceled by the Trustee, or delivered to the Trustee for cancellation or that
have previously been canceled; (b) Debt Securities or portions thereof for the
payment or redemption of which moneys or Governmental Obligations 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, however, that if such Debt Securities or portions of such Debt
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III provided, or provision
satisfactory to the Trustee shall have been made for giving such notice, (c)
Debt Securities in lieu of or in substitution for which other Debt Securities
shall have been authenticated and delivered pursuant to the terms of Section
2.07; and (d) Debt Securities, except to the extent provided in Sections 11.01
and 11.02, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article XI.

         "PECO Trust" means a Delaware statutory trust formed by the Company for
the purpose of purchasing Debt Securities of the Company.

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

         "Predecessor Security" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt and
guarantee as that evidenced by such particular Debt Security; and, for the
purposes of this definition, any Debt Security authenticated and delivered under
Section 2.07 in lieu of a lost, destroyed or stolen Debt Security shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debt Security.

         "Preferred Securities" means undivided beneficial interests in the
assets of a PECO Trust which rank pari passu with Common Securities issued by
such trust; provided, however, that upon the occurrence of an Event of Default,
the rights of holders of Common Securities to payment in respect of




                                       4
<PAGE>

distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of Preferred Securities.

         "Preferred Securities Guarantee" means any guarantee that the Company
may enter into with a PECO Trust or other Persons that operate directly or
indirectly for the benefit of holders of Preferred Securities of such trust.

         "Property Trustee" means the entity performing the functions of the
Property Trustee of a PECO Trust under the applicable Declaration of such PECO
Trust.

         "Responsible Officer," when used with respect to the Trustee, means the
Chairman of the Board of Directors, the President, any Vice President, the
Secretary, the Treasurer, any trust officer, any corporate trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

         "Securityholder," "Holder," "holder of Debt Securities," "registered
holder," or other similar term, means the Person or Persons in whose name or
names a particular Debt Security shall be registered on the Security Register in
accordance with the terms of this Indenture.

         "Security Register" and "Security Registrar" have the respective
meanings set forth in Section 2.05.

         "Senior Indebtedness" means (i) any payment in respect of (A)
indebtedness of the Company for money borrowed and (B) indebtedness evidenced by
securities, debentures, bonds, notes or other similar instruments issued by the
Company including, without limitation, indebtedness evidenced by securities
issued pursuant to the provisions of the First and Refunding Mortgage dated May
1, 1923, as supplemented by subsequent supplemental indentures; (ii) all capital
lease obligations of the Company; (iii) all obligations of the Company issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of the Company and all obligations of such obligor under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of the Company for
reimbursement on any letter of credit, banker's acceptance, security purchase
facility or similar credit transaction; (v) all obligations of the type referred
to in clauses (i) through (iv) of other persons for the payment of which the
Company is responsible or liable as obligor, guarantor or otherwise; and (vi)
all obligations of the type referred to in clauses (i) through (v) of other
persons secured by any lien on any property or asset of the Company (whether or
not such obligation is assumed by such obligor), except for (1) any such
indebtedness that is by its terms subordinated to or ranked pari passu with the
Debt Securities, as the case may be, including all other debt securities and
guarantees in respect of those debt securities, issued to any other trusts,
partnerships or any other entity affiliated with the Company which is a
financing vehicle of the Company ("Financing Entity") in connection with an
issuance of preferred securities by such Financing Entity or other securities
which rank pari passu with, or junior to, the Preferred Securities and (2) any
indebtedness between or among the Company and its Affiliates.

         "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of 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


                                       5
<PAGE>


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.

         "Trustee" means Wachovia Bank, National Association, not in its
individual capacity, but solely as Trustee hereunder, and, subject to the
provisions of Article VII, shall also include its successors and assigns, and,
if at any time there is more than one Person acting in such capacity hereunder,
"Trustee" shall mean each such Person. The term "Trustee," as used with respect
to a particular series of Debt Securities, shall mean the trustee with respect
to that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, subject to
the provisions of Sections 9.01, 9.02 and 10.01, as in effect at the date of
execution of this instrument.

         Trust Securities" means Common Securities and Preferred Securities.

         "Voting Stock," as applied to stock of any Person, 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.

                                   ARTICLE II
                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                  REGISTRATION AND EXCHANGE OF DEBT SECURITIES

SECTION 2.01. Designation and Terms of Debt Securities. The aggregate principal
amount of Debt Securities that may be authenticated and delivered under this
Indenture is unlimited. The Debt Securities may be issued in one or more series
up to the aggregate principal amount of Debt Securities of that series from time
to time authorized by or pursuant to a Board Resolution of the Company or,
pursuant to one or more indentures supplemental hereto. Prior to the initial
issuance of Debt Securities of any series, there shall be established in or
pursuant to a Board Resolution of the Company, and set forth in an Officers'
Certificate of the Company, or established in one or more indentures
supplemental hereto:

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

(2)   any limit upon the aggregate principal amount of the Debt Securities of
      that series that may be authenticated and delivered under this Indenture
      (except for Debt Securities authenticated and delivered upon registration
      of transfer of, or in exchange for, or in lieu of, other Debt Securities
      of that series);

(3)   the date or dates on which the principal of the Debt Securities of that
      series is payable;

(4)   the rate or rates at which the Debt Securities of that series shall bear
      interest or the manner of calculation of such rate or rates, if any;

(5)   the date or dates from which such interest shall accrue, the Interest
      Payment Dates on which such interest will be payable or the manner of
      determination of such Interest Payment Dates and the record date for the
      determination of holders to whom interest is payable on any such Interest
      Payment Dates;

(6)   the right, if any, to extend the interest payment periods and the duration
      of such extension;


                                       6
<PAGE>


(7)   the period or periods within which, the price or prices at which, and the
      terms and conditions upon which, Debt Securities of that series may be
      redeemed, in whole or in part, at the option of the Company;

(8)   the obligation, if any, of the Company to redeem or purchase Debt
      Securities of that series pursuant to any sinking fund or analogous
      provisions (including payments made in cash in participation of future
      sinking fund obligations) or at the option of a holder thereof and the
      period or periods within which, the price or prices at which, and the
      terms and conditions upon which, Debt Securities of that series shall be
      redeemed or purchased, in whole or in part, pursuant to such obligation;

(9)   the subordination terms of the Debt Securities of that series;

(10)  the form of the Debt Securities of that series, including the form of the
      certificate of authentication for such series;

(11)  if other than denominations of twenty-five U.S. dollars ($25) or any
      integral multiple thereof, the denominations in which the Debt Securities
      of that series shall be issuable;

(12)  whether and under what circumstances the Company will pay Additional
      Interest on the Debt Securities of the series to any Holder who is not a
      United States person (including any modification to the definition of such
      term) in respect of any tax, assessment or governmental charge and, if so,
      whether the Company will have the option to redeem such Debt Securities
      rather than pay such Additional Interest (and the terms of any such
      option);

(13)  any and all other terms with respect to such series (which terms shall not
      be inconsistent with the terms of this Indenture), including any terms
      which may be required by or advisable under United States laws or
      regulations or advisable in connection with the marketing of Debt
      Securities of that series; and

(14)  whether the Debt Securities are issuable as a Global Security and, in such
      case, the identity of the Depository for such series.

         All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to any such Board Resolution and set forth in the applicable Officer's
Certificate, or in any indentures supplemental hereto.

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

SECTION 2.02. Form of Debt Securities and Trustee's Certificate. The Debt
Securities of any series and the Trustee's certificate of authentication to be
borne by such Debt Securities shall be substantially of the tenor and purport as
set forth in one or more indentures supplemental hereto or as provided in a
Board Resolution of the Company and as set forth in an Officers' Certificate of
the Company, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements printed, lithographed or
engraved thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which Debt Securities of that series may be
listed, if any, or to conform to usage.



                                       7
<PAGE>


SECTION 2.03. Denominations; Provisions for Payment. The Debt Securities shall
be issuable as registered Debt Securities and in the denominations of
twenty-five U.S. dollars ($25) or any integral multiple thereof, subject to
Section 2.01(11). The Debt Securities of a particular series shall bear interest
payable on the dates and at the rate specified with respect to that series. The
principal of and the interest on the Debt Securities of any series, as well as
any premium thereon in case of redemption thereof prior to maturity, shall be
payable in the coin or currency of the United States of America that at the time
is legal tender for public and private debt, at the office or agency of the
Company maintained for that purpose in Philadelphia, Pennsylvania. Each Debt
Security shall be dated the date of its authentication. Interest on the Debt
Securities shall be computed on the basis of a 360-day year composed of twelve
30-day months.

         The interest installment on any Debt Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for Debt
Securities of that series shall be paid to the Person in whose name said Debt
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Debt Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on such Debt Security will be paid upon presentation and surrender of
such Debt Security as provided in Section 3.03.

         Any interest on any Debt Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for Debt
Securities of that series (herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered holder on the relevant regular record date
by virtue of having been such holder; and such Defaulted Interest shall be paid
by the Company, at its election, as provided in clause (1) or clause (2) below:

      (1) The Company may make payment of any Defaulted Interest on Debt
Securities to the Persons in whose names such Debt Securities (or their
respective Predecessor Securities) are registered at the close of business on a
special record date for the payment of such Defaulted Interest, which shall be
fixed in the following manner: the Company shall notify the Trustee and the
paying agent in writing of the amount of Defaulted Interest proposed to be paid
on each such Debt Security and the date of the proposed payment, and at the same
time the Company shall deposit with the paying agent 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 paying agent 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. The special record date for the payment of such
Defaulted Interest shall be the close of business not more than 15 nor less than
10 Business Days prior to the date of the proposed payment and not less than 15
Business Days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee, 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 List of Holders (or in the Security
Register if the Trustee is the Security Registrar of a particular series of Debt
Securities), not less than 10 Business Days prior to such special record date.
Notice of the proposed payment of such Defaulted Interest and the special record
date therefor having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names such Debt Securities (or their respective
Predecessor Securities) are registered at the close of business on such special
record date and shall be no longer payable pursuant to the following clause (2).

      (2) The Company may make payment of any Defaulted Interest on any Debt
Securities in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Debt Securities may be listed, if any, and
upon such notice as may be required by such exchange, if, after



                                       8
<PAGE>



notice given by the Company to the Trustees of the proposed payment pursuant to
this clause, such manner of payment shall be deemed practicable by the paying
agent.

         Unless otherwise set forth in a Board Resolution of the Company or one
or more indentures supplemental hereto establishing the terms of any series of
Debt Securities pursuant to Section 2.01 hereof, the term "regular record date"
as used in this Section with respect to a series of Debt Securities with respect
to any Interest Payment Date for such series shall mean either the fifteenth day
of the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.

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

SECTION 2.04. Execution and Authentication. The Debt Securities shall be signed
on behalf of the Company by its President or one of its Vice Presidents, under
its corporate seal attested by its Secretary or one of its Assistant
Secretaries. Signatures may be in the form of a manual or facsimile signature.
The Company may use the facsimile signature of any Person who shall have been a
President or Vice President thereof, or of any Person who shall have been a
Secretary or Assistant Secretary thereof, notwithstanding the fact that at the
time the Debt Securities shall be authenticated and delivered or disposed of
such Person shall have ceased to be the President or a Vice President, or the
Secretary or an Assistant Secretary, of the Company. The seal of the Company may
be in the form of a facsimile of such seal and may be impressed, affixed,
imprinted or otherwise reproduced on the Debt Securities. The Debt Securities
may contain such notations, legends or endorsements required by law, stock
exchange rule or usage. Each Debt Security shall be dated the date of its
authentication by the Trustee.

         A Debt Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
authentication upon any Debt Security shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities of any series executed
by the Company to the Trustee for authentication, together with a Company Order
requesting the authentication and delivery of such Debt Securities, signed by
its President or any Vice President and its Treasurer or any Assistant
Treasurer, and the Trustee in accordance with such Company Order shall
authenticate and deliver such Debt Securities.

         In authenticating such Debt Securities and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, in addition to an Officer's Certificate and an
Opinion of Counsel under Section 13.07, an Opinion of Counsel stating that the
form and terms thereof have been established in conformity with the provisions
of this Indenture.

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


                                       9
<PAGE>


      SECTION 2.05. Registration of Transfer and Exchange. (a) Debt Securities
of any series may be exchanged upon presentation thereof at the office or agency
of the Company designated for such purpose in Philadelphia, Pennsylvania or at
the office of the Security Registrar, for other Debt Securities of such series
of authorized denominations, and for a like aggregate principal amount, upon
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto, all as provided in this Section. In respect of any Debt
Securities so surrendered for exchange, the Company shall execute, the Trustee,
at the Security Registrar's request, shall authenticate and such office or
agency shall deliver in exchange therefor the Debt Security or Debt Securities
of the same series that the Securityholder making the exchange shall be entitled
to receive, bearing numbers not contemporaneously outstanding.

      (b) The Company shall keep, or cause to be kept, at its office or agency
designated for such purpose in Philadelphia, Pennsylvania, or such other
location designated by the Company a register or registers (herein referred to
as the "Security Register") in which, subject to such reasonable regulations as
it may prescribe, the Company shall register the Debt Securities and the
transfers and exchanges of Debt Securities as in this Article provided and which
at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Debt Securities and transfers and
exchanges of Debt Securities as herein provided shall initially be the Trustee
and thereafter as may be appointed as authorized by Board Resolution (the
"Security Registrar"), such appointment to be effective by such Person's
acceptance as Security Registrar. The Trustee hereby accepts its appointment as
the initial Security Registrar hereunder and the location of the Security
Register shall initially be the Corporate Trust Office of the Trustee.

         Upon surrender for transfer of any Debt Security at the office or
agency of the Company designated for such purpose in Philadelphia, Pennsylvania,
the Company shall execute, the Trustee, at the Security Registrar's request,
shall authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Debt Security or Debt Securities of the same
series as the Debt Security presented for a like aggregate principal amount.

         All Debt Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Company or the Security Registrar) by a written instrument or
instruments of transfer, in form satisfactory to the Company or the Security
Registrar, duly executed by the registered holder or by such holder's duly
authorized attorney in writing.

      (c) No service charge shall be made for any exchange or registration of
transfer of Debt Securities, or issue of new Debt Securities in case of partial
redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04
not involving any transfer.

      (d) The Company shall not be required (i) to issue, exchange or register
the transfer of any Debt Securities during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of less
than all the Outstanding Debt Securities of the same series and ending at the
close of business on the day of such mailing, nor (ii) to register the transfer
of or exchange any Debt Securities of any series or portions thereof called for
redemption. The provisions of this Section 2.05 are, with respect to any Global
Security, subject to Section 2.11 hereof.

      SECTION 2.06. Temporary Securities. Pending the preparation of definitive
Debt Securities of any series, the Company may execute, and the Trustee shall,
upon receipt of a Company Order requesting the Trustee's authentication thereof,
authenticate and deliver, temporary Debt Securities (printed, lithographed or
typewritten) of any authorized denomination. Such temporary Debt Securities
shall be substantially in the form of the definitive Debt Securities in lieu of
which they are issued, but with such


                                       10
<PAGE>


omissions, insertions and variations as may be appropriate for temporary Debt
Securities, all as may be determined by the Company. Every temporary Debt
Security of any series shall be executed by the Company and be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and
with like effect, as the definitive Debt Securities of such series. Without
unnecessary delay the Company will execute and will furnish definitive Debt
Securities of such series and thereupon any or all temporary Debt Securities of
such series may be surrendered in exchange therefor (without charge to the
holders), at the office or agency of the Company designated for such purpose in
Philadelphia, Pennsylvania, and the Trustee shall, upon receipt of a Company
Order requesting the Trustee's authentication thereof, authenticate and such
office or agency shall deliver in exchange for such temporary Debt Securities an
equal aggregate principal amount of definitive Debt Securities of such series,
unless the Company advises the Trustee to the effect that definitive Debt
Securities need not be executed and furnished until further notice from the
Company. Until so exchanged, the temporary Debt Securities of such series shall
be entitled to the same benefits under this Indenture as definitive Debt
Securities of such series authenticated and delivered hereunder.

      SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Debt Securities. In
case any temporary or definitive Debt Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute and the Trustee (subject as aforesaid) shall, upon receipt of a
Company Order requesting the Trustee's authentication and delivery thereof,
authenticate and deliver, a new Debt Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Debt Security, or in lieu of and in substitution for the Debt Security
so destroyed, lost or stolen. In every case the applicant for a substituted Debt
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Debt Security and of the ownership thereof. Upon the issuance of
any substituted Debt Security, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith. In case any Debt Security that has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Debt Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
Debt Security) if the applicant for such payment shall furnish to the Company
and the Trustee such security or indemnity as they may require to save them
harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Debt Security and of the ownership thereof.

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

      SECTION 2.08. Cancellation. All Debt Securities surrendered for the
purpose of payment, redemption, exchange or registration of transfer shall, if
surrendered to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and
no Debt Securities shall be issued in lieu thereof except as expressly required
or permitted by any of the


                                       11
<PAGE>


provisions of this Indenture. On request of the Company at the time of such
surrender, the Trustee shall deliver to the Company canceled Debt Securities
held by the Trustee. In the absence of such request the Trustee may dispose of
canceled Debt Securities in accordance with its standard procedures and deliver
a certificate of disposition to the Company. If the Company shall otherwise
acquire any of the Debt Securities, however, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such Debt
Securities unless and until the same are delivered to the Trustee for
cancellation.

      SECTION 2.09. Benefits of Indenture. Nothing in this Indenture or in the
Debt Securities, express or implied, shall give or be construed to give to any
Person, other than the parties hereto and the holders of the Debt Securities
(and, with respect to the provisions of Article XIV, the holders of Senior
Indebtedness) any legal or equitable right, remedy or claim under or in respect
of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Debt Securities (and,
with respect to the provisions of Article XIV, the holders of Senior
Indebtedness).

      SECTION 2.10. Authenticating Agent. So long as any of the Debt Securities
of any series remain Outstanding, there may be an Authenticating Agent for any
or all such series of Debt Securities which the Trustee shall have the right to
appoint. Said Authenticating Agent shall be authorized to authenticate Debt
Securities of such series issued upon exchange, transfer or partial redemption
thereof, and Debt Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. All references in this Indenture to the
authentication of Debt Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that (i) would be permitted
under the Trust Indenture Act to act as Trustee under an indenture qualified
thereunder, (ii) has a combined capital and surplus, as most recently reported
or determined by it, required of the Trustee under Section 7.09 and sufficient
under the laws of any jurisdiction under which it is organized or in which it is
doing business to conduct a trust business, (iii) is otherwise authorized under
such laws to conduct such business and (iv) is subject to supervision or
examination by federal or state authorities. If at any time any Authenticating
Agent shall cease to be eligible in accordance with these provisions, it shall
resign immediately.

         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 (and upon receipt of a Company Order requesting the termination thereof
shall) terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon
resignation, termination or cessation of eligibility of any Authenticating
Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company. Any successor Authenticating Agent, upon acceptance
of its appointment hereunder, shall become vested with all the rights, powers
and duties of its predecessor hereunder as if originally named as an
Authenticating Agent pursuant hereto.

      SECTION 2.11. Global Securities. (a) If the Company shall establish
pursuant to Section 2.01 that the Debt Securities of a particular series are to
be issued as a Global Security or Securities, then the Company shall execute and
the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a
Global Security that (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Debt
Securities of such series, (ii) shall be registered in the name of the
Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the Depository's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided in
Section 2.11 of the Indenture, this Debt Security may be transferred, in whole
but not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository."


                                       12
<PAGE>



      (b) Notwithstanding the provisions of Section 2.05, the Global Security or
Securities of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depository for
such series, or to a successor Depository for such series selected or approved
by the Company or to a nominee of such successor Depository.

      (c) If at any time the Depository for a series of the Debt Securities
notifies the Company that it is unwilling or unable to continue as Depository
for such series or if at any time the Depository for such series shall no longer
be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, at a time when the Depository is required to be so
registered to act as such Depository and a successor Depository for such series
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, this Section 2.11
shall no longer be applicable to the Debt Securities of such series and the
Company will execute and, subject to Section 2.05 and upon receipt of an
Officer's Certificate stating that the Company has determined that an event set
forth above has occurred, the Trustee will authenticate and deliver the Debt
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities of such series in exchange
for such Global Security or Securities. In addition, the Company may at any time
determine that the Debt Securities of any series shall no longer be represented
by a Global Security or Securities and that the provisions of this Section 2.11
shall no longer apply to the Debt Securities of such series. In such event, the
Company will execute and subject to Section 2.05, the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver the Debt Securities of such series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities of such series in exchange for such Global Security or Securities.
Upon the exchange of the Global Security or Securities for such Debt Securities
in definitive registered form without coupons, in authorized denominations, the
Global Security or Securities shall be canceled by the Trustee in the manner set
forth in Section 2.08. Such Debt Securities in definitive registered form issued
in exchange for the Global Security or Securities pursuant to this Section
2.11(c) shall be registered in such names and in such authorized denominations
as the Depository, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Debt Securities to the Depository for delivery to the Persons in whose
names such Debt Securities are so registered.

                                  ARTICLE III
            REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

      SECTION 3.01. Redemption. The Company may redeem the Debt Securities of
any series issued hereunder on and after the dates and in accordance with the
terms established for such series pursuant to Section 2.01 hereof.

      SECTION 3.02. Notice of Redemption. (a) In case the Company shall desire
to exercise such right to redeem all or, as the case may be, a portion of the
Debt Securities of any series in accordance with the right reserved so to do,
the Company shall, or shall cause the Trustee to, give notice of such redemption
to holders of the Debt Securities of such series to be redeemed by mailing,
first class postage prepaid, a notice of such redemption not less than 30 days
and not more than 90 days before the date fixed for redemption of that series to
such holders at their last addresses as they shall appear upon the Security
Register unless a shorter period is specified in the Debt Securities to be
redeemed. Any notice that is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the registered
holder receives the notice. In any case, failure duly to give such notice to the
holder of any Debt Security of any series designated for redemption in whole or
in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Debt Securities of such series or
any other series. In the case of any redemption of Debt Securities prior to the



                                       13
<PAGE>

expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with any such
restriction.

         Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Debt Securities of that series are
to be redeemed, and shall state that payment of the redemption price of such
Debt Securities to be redeemed will be made at the office or agency of the
Company in Philadelphia, Pennsylvania or at the Corporate Trust Office, upon
presentation and surrender of such Debt Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, that from
and after said date interest will cease to accrue and that the redemption is for
a sinking fund, if such is the case. If less than all the Debt Securities of a
series are to be redeemed, the notice to the holders of Debt Securities of that
series to be redeemed in whole or in part shall specify the particular Debt
Securities to be so redeemed. In case any Debt Security is to be redeemed in
part only, the notice that relates to such Debt Security shall state the portion
of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, upon surrender of such Debt Security, a new Debt
Security or Debt Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

      (b) If less than all the Debt Securities of a series are to be redeemed,
the Company shall give the Trustee at least 45 days' notice in advance of the
date fixed for redemption as to the aggregate principal amount of Debt
Securities of the series to be redeemed and the Company's selection of, by lot
or in such other manner as it shall deem appropriate and fair in its discretion
and that may provide for the selection of a portion or portions (equal to
twenty-five U.S. dollars ($25) or any integral multiple thereof) of the
principal amount of such Debt Securities of a denomination larger than $25, the
Debt Securities to be redeemed in whole or in part.

         The Company may, if and whenever it shall so elect, by delivery of a
Company Order signed on its behalf by its President or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the Debt
Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may deem
advisable. In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

      SECTION 3.03. Payment Upon Redemption. (a) If the giving of notice of
redemption shall have been completed as provided in Section 3.02, the Debt
Securities or portions of Debt Securities of the series to be redeemed specified
in such notice shall become due and payable on the date and at the place stated
in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption and interest on such Debt Securities or
portions of Debt Securities shall cease to accrue on and after the date fixed
for redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Debt Security or
portion thereof. On presentation and surrender of such Debt Securities on or
after the date fixed for redemption at the place of payment specified in the
notice, said Debt Securities shall be paid and redeemed at the applicable
redemption price for such series, together with interest accrued thereon to the
date fixed for redemption (but if the date fixed for redemption is an Interest
Payment Date, the interest installment payable on such date shall be payable to
the registered holder at the close of business on the applicable record date
pursuant to Section 2.03).



                                       14
<PAGE>


      (b) Upon presentation of any Debt Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall, upon
receipt of a Company Order requesting the Trustee's authentication thereof,
authenticate and the office or agency where the Debt Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Debt
Security or Debt Securities of the same series, of authorized denominations in
principal amount equal to the unredeemed portion of the Debt Security so
presented.

      SECTION 3.04. Sinking Fund. The provisions of Sections 3.04, 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Debt Securities of
a series, except as otherwise specified as contemplated by Section 2.01 for Debt
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Debt Securities
of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

      SECTION 3.05. Satisfaction of Sinking Fund Payments with Debt Securities.
The Company (i) may deliver Outstanding Debt Securities of a series (other than
any Debt Securities previously called for redemption) and (ii) may apply as a
credit Debt Securities of a series that have been redeemed either at the
election of the Company pursuant to the terms of such Debt Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Debt Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Debt Securities of such series
required to be made pursuant to the terms of such Debt Securities as provided
for by the terms of such series, provided that such Debt Securities have not
been previously so credited. Such Debt Securities shall be received and credited
for such purpose by the Trustee at the redemption price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

      SECTION 3.06. Redemption of Debt Securities for Sinking Fund. Not less
than 45 days prior to each sinking fund payment date for any series of Debt
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Debt Securities of that series pursuant to
Section 3.05 and the basis for such credit and will, together with such
Officers' Certificate, deliver to the Trustee any Debt Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date, the
Company shall select the Debt Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.02 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.02. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

                                   ARTICLE IV
                            COVENANTS OF THE COMPANY

      SECTION 4.01. Payment of Principal, Premium and Interest. The Company will
duly and punctually pay or cause to be paid the principal of (and premium, if
any) and interest on the Debt Securities of that series at the time and place
and in the manner provided herein and established with respect to such Debt
Securities.



                                       15
<PAGE>


      SECTION 4.02. Maintenance of Office or Agency. So long as any series of
the Debt Securities remain Outstanding, the Company agrees to maintain an office
or agency in Philadelphia, Pennsylvania, with respect to each such series and at
such other location or locations as may be designated as provided in this
Section 4.02, where (i) Debt Securities of that series may be presented for
payment, (ii) Debt Securities of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii) notices and
demands to or upon the Company in respect of the Debt Securities of that series
and this Indenture may be given or served, such designation to continue with
respect to such office or agency until the Company shall, by written notice
signed by its President or a Vice President and delivered to the Trustee,
designate some other office or agency for such purposes or any of them. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.

      SECTION 4.03. Paying Agents. (a) The Company shall be the initial paying
agent. If the Company shall appoint one or more paying agents for all or any
series of the Debt Securities, other than the Trustee, the Company will cause
each such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section:

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

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

                           (3) that it will, at any time during the continuance
                  of any failure referred to in the preceding paragraph (a)(2)
                  above, upon the written request of the Trustee, forthwith pay
                  to the Trustee all sums so held in trust by such paying agent;
                  and

                           (4) that it will perform all other duties of paying
                  agent as set forth in this Indenture.

      (b) If the Company shall act as its own paying agent with respect to any
series of the Debt Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Debt Securities of that
series, set aside, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay such principal (and premium, if any) or
interest so becoming due on Debt Securities of that series until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of such action, or any failure by it to take such
action. Whenever the Company shall have one or more paying agents for any series
of Debt Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Debt Securities of that series, deposit with
the paying agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such paying
agent is the Trustee) the Company will promptly notify the Trustee of this
action or failure so to act.

      (c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other


                                       16
<PAGE>


purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such money.

      SECTION 4.04. Appointment to Fill Vacancy in Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

      SECTION 4.05. Compliance with Consolidation Provisions. The Company will
not, while any of the Debt Securities remain Outstanding, consolidate with, or
merge into, or merge into itself, or sell or convey all or substantially all of
its property to any other company unless the provisions of Article X hereof are
complied with.

      SECTION 4.06. Limitation on Dividends; Transactions with Affiliates. (a)
If Debt Securities are issued to a PECO Trust or a trustee of such trust in
connection with the issuance of Trust Securities by such PECO Trust and (i)
there shall have occurred any event that would constitute an Event of Default or
(ii) the Company shall be in default with respect to its payment or any
obligations under the Preferred Securities Guarantee or Common Securities
Guarantee relating to such Trust Securities, then the Company shall not declare
or pay any dividend on, make any distributions with respect to, or redeem,
purchase or make a liquidation payment with respect to, any of its capital
stock.

      (b) If Debt Securities are issued to a PECO Trust or a trustee of such
trust in connection with the issuance of Trust Securities by such PECO Trust and
the Company shall have given notice of its election to defer payments of
interest on such Debt Securities by extending the interest payment period as
provided in any indenture supplemental hereto and such period, or any extension
thereof, shall be continuing, then the Company shall not declare or pay any
dividend, or make any distributions with respect to, or redeem, purchase or make
a liquidation payment with respect to, any of its capital stock.

      SECTION 4.07. Covenants as to PECO Trust. In the event Debt Securities are
issued and sold to a PECO Trust in connection with the issuance of Trust
Securities by such trust, for so long as such Trust Securities remain
outstanding, the Company will (i) maintain 100% direct or indirect ownership of
the Common Securities of such trust; provided, however, that any permitted
successor of the Company under the Indenture may succeed to the Company's
ownership of the Common Securities, (ii) not cause, as sponsor of such trust, or
permit, as holder of Common Securities of such trust, the dissolution,
winding-up or termination of such trust, except in connection with a
distribution of Debt Securities as provided in the Declaration and in connection
with certain mergers, consolidations or amalgamations permitted by the
Declaration and (iii) use its reasonable efforts to cause such trust (a) to
remain a statutory trust, except in connection with a distribution of Debt
Securities, the redemption of all of the Trust Securities of such PECO Trust or
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration of such PECO Trust, and (b) to otherwise continue to be classified
for United States federal income tax purposes as a grantor trust.

      SECTION 4.08. Corporate Existence. The Company will, subject to the
provisions of Article X, at all times maintain its corporate existence and right
to carry on business and will duly procure all renewals and extensions thereof,
and, to the extent necessary or desirable in the operation of its business, will
use its best efforts to maintain, preserve and renew all of its rights, powers,
privileges and franchises.



                                       17
<PAGE>


                                   ARTICLE V
        SECURITYHOLDERS, LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

      SECTION 5.01. Company to Furnish Trustee Names and Addresses of
Securityholders. The Company will furnish or cause to be furnished to the
Trustee (a) on a quarterly basis on each regular record date (as defined in
Section 2.03) a list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of each series of Debt Securities as of such
regular record date, provided that the Company shall not be obligated to furnish
or cause to furnish such list at any time that the list shall not differ in any
respect from the most recent List of Holders furnished to the Trustee by the
Company and (b) at such other times as the Trustee may request in writing within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished; provided, however, that in either case, no such list need be
furnished for any series for which the Trustee shall be the Security Registrar.

      SECTION 5.02. Preservation Of Information; Communications With
Securityholders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Debt Securities contained in the most recent List of Holders
furnished to it as provided in Section 5.01 and as to the names and addresses of
holders of Debt Securities received by the Trustee in its capacity as Security
Registrar (if acting in such capacity).

      (b) The Trustee may destroy any List of Holders furnished to it as
provided in Section 5.01 upon receipt of a new List of Holders so furnished.

      (c) Securityholders may communicate as provided in Section 312(b) of the
Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Debt Securities.

      (d) The Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under Section 312(b) of the Trust Indenture
Act.

      SECTION 5.03. Reports By the Company. (a) The Company covenants and agrees
to file with the Trustee, within 15 days after the Company is required to file
the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) that 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
the rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act, in respect of a Debt
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 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, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the




                                       18
<PAGE>

Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.

      (d) The Company covenants and agrees to furnish to the Trustee, not less
often than annually, a brief Certificate from the Company's principal executive
officer, principal financial officer or principal accounting officer as to his
or her knowledge of the Company's compliance with all conditions and covenants
under the Indenture.

      SECTION 5.04. Reports by the Trustee. (a) On or before June 15 in each
year in which any of the Debt Securities are Outstanding, the Trustee shall
transmit by mail, first class postage prepaid, to the Securityholders, as their
names and addresses appear upon the Security Register, a brief report dated as
of the preceding April 15, if and to the extent required under Section 313(a) of
the Trust Indenture Act.

      (b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust
Indenture Act.

      (c) A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Debt Securities are listed (if so listed) and also with
the Commission. The Company agrees to notify the Trustee when any Debt
Securities become listed on any stock exchange.

                                   ARTICLE VI
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

      SECTION 6.01. Events of Default. (a) Whenever used herein with respect to
Debt Securities of a particular series, "Event of Default" means any one or more
of the following events that has occurred and is continuing:

      (1) the Company defaults in the payment of any installment of interest
upon any of the Debt Securities of that series, as and when the same shall
become 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 established for such Debt Securities under
Section 2.01, shall not constitute a default in the payment of interest for this
purpose;

      (2) the Company defaults in the payment of the principal of (or premium,
if any, on) any of the Debt Securities of that series as and when the same shall
become due and payable whether at maturity, upon redemption, by declaration or
otherwise, or in any payment required by any sinking or analogous fund
established with respect to that series; provided, however, that a valid
extension of the maturity of such Debt Securities in accordance with the terms
established for such Debt Securities under Section 2.01 shall not constitute a
default in the payment of principal or premium, if any;

      (3) the Company fails to observe or perform any other of its covenants or
agreements with respect to that series contained in this Indenture or otherwise
established with respect to that series of Debt Securities pursuant to Section
2.01 hereof (other than a covenant or agreement that has been expressly included
in this Indenture solely for the benefit of one or more series of Debt
Securities other than such series) for a period of 90 days after the date on
which written notice of such failure, requiring the same to be remedied and
stating that such notice is a "Notice of Default" hereunder, shall have been
given to the Company by the Trustee, by registered or certified mail, or to the
Company and the Trustee by the holders of at least 25% in principal amount of
the Debt Securities of that series at the time Outstanding;




                                       19
<PAGE>

      (4) the Company pursuant to or within the meaning of any Bankruptcy Law
(i) commences a voluntary case, (ii) consents to the entry of an order for
relief against it in an involuntary case, (iii) consents to the appointment of a
Custodian of it or for all or substantially all of its property or (iv) makes a
general assignment for the benefit of its creditors;

      (5) a court of competent jurisdiction enters an order under any Bankruptcy
Law that (i) is for relief against the Company in an involuntary case, (ii)
appoints a Custodian of the Company for all or substantially all of its
property, or (iii) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 90 days; or

      (6) in the event Debt Securities are issued and sold to a PECO Trust or
other trust of the Company in connection with the issuance of Trust Securities
by such trust, such trust shall have voluntarily or involuntarily dissolved,
wound-up its business or otherwise terminated its existence except in connection
with (i) the distribution of Debt Securities to holders of Trust Securities in
liquidation of their interests in such trust, (ii) the redemption of all
outstanding Trust Securities of such trust, and (iii) mergers, consolidations or
amalgamations, each as permitted by the Declaration of such trust.

      (b) If an Event of Default described in clauses 1, 2, 3 or 6 of Section
6.01(a) above with respect to Debt Securities of any series at the time
outstanding occurs and is continuing, unless the principal of all the Debt
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Debt Securities of that series then Outstanding hereunder, by notice in writing
to the Company (and to the Trustee, if given by such Securityholders), may
declare the principal of all the Debt Securities of that series to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in this
Indenture or in the Debt Securities of that series or established with respect
to that series pursuant to Section 2.01 to the contrary. If an Event of Default
specified in clause (4) or (5) of Section 6.01(a) above occurs or is continuing,
then the principal amount of all the Debt Securities shall ipso facto become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Securityholder.

         (c) At any time after the principal of the Securities of that series
shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount of
the Securities of that series then Outstanding hereunder, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and (ii) any and all Events of Default under the
Indenture with respect to such series, other than the nonpayment of principal on
Securities of that series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.06.

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

         (d) In case the Trustee shall have proceeded to enforce any right with
respect to Debt Securities of that series 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




                                       20
<PAGE>

adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceedings had been taken.

         (e) The Trustee shall provide Securityholders with notice of all Events
of Default actually known to the Trustee within 90 days after any such Event of
Default becomes actually known to the Trustee; provided, however, that, except
in the case of default in the payment of the principal of or interest on any
Debt Security, or in the payment of any sinking or purchase fund installment,
such notice may be withheld 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 determine that the withholding of such
notice is in the interests of the Securityholders.

 SECTION 6.02. Collection of Indebtedness and Suits for Enforcement by Trustee.

      (a) The Company covenants that (1) in case it shall default in the payment
of any installment of interest on any of the Securities of a series, or any
payment required by any sinking or analogous fund established with respect to
that series as and when the same shall have become due and payable, and such
default shall have continued for a period of 90 days, or (2) in case it shall
default in the payment of the principal of (or premium, if any, on) any of the
Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Securities of that series,
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 a PECO Trust, without duplication of any
other amounts paid by such trust in respect thereof) upon overdue installments
of interest at the rate per annum expressed in the Securities of that series;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection and the amount payable to the Trustee under
Section 7.06.

      (b) If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name or as trustee of an express trust, shall be
entitled and empowered to institute any action 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 other obligor upon the
Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series, wherever situated.

      (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company or its creditors or property, the Trustee shall have power
to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents or counsel) and of the holders of Securities of such
series allowed for the entire amount due and payable by the Company under this
Indenture at the date of institution of such proceedings and for any additional
amount that may become due and payable by the Company after such date, and to
collect and receive any moneys or other property payable or deliverable on any
such claim, and to distribute the same after the deduction of the amount payable
to the Trustee under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the
event that



                                       21
<PAGE>

 the Trustee shall consent to the making of such payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section
7.06.

      (d) All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee may be brought in its own
name or as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of such
series.

         In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or 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 remedy available to the Trustee by this Indenture or by law.

         Nothing contained herein shall be deemed 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 of that series 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.

      SECTION 6.03. Application of Moneys Collected. Any moneys collected by the
Trustee pursuant to this Article with respect to a particular series of
Securities shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys on account of
principal (or premium, if any) or interest, upon presentation of the Securities
of that series, and notation thereon of the payment, if only partially paid, and
upon surrender thereof if fully paid:

      FIRST: To the payment of costs and expenses of collection and of all
            amounts payable to the Trustee under Section 7.06;

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

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

      SECTION 6.04. Limitation on Suits. No holder of any Security of any series
shall have any right by virtue 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 (i) 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 of such series specifying
such Event of Default, as hereinbefore provided; (ii) the holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name or as trustee hereunder; (iii) such
holder or holders shall have offered to the Trustee such reasonable security and
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby reasonably satisfactory to the Trustee; and (iv) the
Trustee for 60 days after its receipt of such notice,


                                       22
<PAGE>


request and offer of indemnity, shall have failed to institute any such action,
suit or proceeding; and (v) during such 60 day period, the holders of a majority
in principal amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request.

         Notwithstanding anything contained herein to the contrary, any other
provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on such Security,
as therein provided, on or after the respective due dates expressed in such
Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates
or redemption date, 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 of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any 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 of such
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 of series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

      SECTION 6.05. Rights and Remedies Cumulative; Delay or Omission Not
Waiver. (a) Except as otherwise provided in Section 2.07, all powers and
remedies given by this Article 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 such Securities.

      (b) 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 6.04, every power and remedy
given by this Article or by law to the Trustee or the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

      SECTION 6.06. Control by Securityholders. The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, determined in accordance with Section 8.04, shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to such series; provided, however, that such direction
shall not be in conflict with any rule of law or with this Indenture or be
unduly prejudicial to the rights of holders of Securities of any other series at
the time Outstanding determined in accordance with Section 8.04. Subject to the
provisions of Section 7.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible
Officer or Officers of the Trustee, determine that such direction may involve
the Trustee in personal liability. The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding
affected thereby, determined in accordance with Section 8.04, may on behalf of
the holders of all of the Securities of such series waive any past default in
the performance of any of the covenants contained herein or established pursuant
to Section 2.01 with respect to such series and its consequences, except (i) a
default in the payment of the principal of, or premium, if any, or interest on,
any of the Securities of that series as and when the same shall become due by
the terms of such Securities otherwise than by acceleration (unless such default
has been cured and a sum sufficient to pay all matured installments of interest
and principal and any premium has been deposited with the Trustee (in accordance
with Section 6.01(c)) or (ii) a default in the covenants contained in Section
4.06(b). Upon any such


                                       23
<PAGE>


waiver, the default covered thereby shall deemed to be cured for all purposes of
this Indenture and the Company, the Trustee and the holders of the Securities of
such series 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.

      SECTION 6.07. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Securities by such holder's 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, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder, or
group of Securityholders, holding more than 10% in aggregate principal amount of
the Outstanding Securities of any series, 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 of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                  ARTICLE VII
                             CONCERNING THE TRUSTEE

      SECTION 7.01. Certain Duties and Responsibilities of Trustee. (a) The
Trustee, prior to the occurrence of an Event of Default with respect to the Debt
Securities of a series and after the curing of all Events of Default with
respect to the Debt Securities of that series that may have occurred, (i) shall
undertake to perform with respect to the Debt Securities of such series only
such duties that are specifically required to be performed by it under this
Indenture or the Trust Indenture Act and no others, and (ii) in the absence of
bad faith on the part of the Trustee, the Trustee may with respect to the Debt
Securities of such series 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; however, 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 examine the same to determine whether or not they conform to the
requirements of this Indenture (but shall not be required to confirm,
investigate or otherwise determine the accuracy of mathematical calculations or
other facts stated therein). In case an Event of Default with respect to the
Securities of a series has occurred (that has not been cured or waived), the
Trustee shall exercise with respect to Debt Securities of that series 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.

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

            (1)   this paragraph (b) does not limit the effect of the first
                  sentence of Section 7.01(a);

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

            (3)   the Trustee shall not be liable with respect to any action
                  taken or omitted to be taken by it in good faith in accordance
                  with the direction of the Company or the holders of not less
                  than a majority in principal amount of the Debt Securities of
                  any series at the time



                                       24
<PAGE>


                  Outstanding (including such direction
                  relating to the time, method and place of conducting any
                  proceeding for any remedy available to the Trustee, or
                  exercising any trust or power conferred upon the Trustee under
                  this Indenture with respect to the Debt Securities of that
                  series).

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

      (d) Every provision of this Indenture and any document pursuant to which
the Trustee acts that in any way relates to the Trustee is subject to Sections
7.01 and 7.02 hereof.

      (e) In the event that the Trustee is unable to decide between alternative
courses of action permitted or required by it under this Indenture, or is unsure
as to the application of any provision of this Indenture, or any such provision
is ambiguous as to its application or in conflict with any other provision of
this Indenture, permits any determination by the Trustee, or is silent or
incomplete as to the course of action that the Trustee is required to take with
respect to a particular set of facts, the Trustee may give notice (in such form
as shall be appropriate under the circumstances) to the Company and/or the
Securityholders requesting instruction from any of them, and to the extent that
the Trustee acts or refrains from acting in good faith in accordance with any
such instruction received, the Trustee shall not be personally liable, on
account of such action or inaction, to any Person. If the Trustee shall not have
received appropriate instruction within 10 days after giving notice of its
request therefor (or within such reasonable shorter period of time as may be
specified in such notice or as may be necessary under the circumstances), the
Trustee may, but shall be under no duty to, take or refrain from taking action
and shall have no personal liability to any Person for such action or inaction.

SECTION 7.02. Certain Rights of Trustee. Except as otherwise provided in Section
7.01:

      (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, approval, bond, security or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

      (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or a Company Order
signed by the President, or any Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer thereof (unless
other evidence in respect thereof is specifically prescribed herein);

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

      (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 security or indemnity
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities that may be incurred by it in compliance therewith; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to a series of the Debt
Securities (that has not been cured or waived) to exercise with respect to Debt
Securities of that series such of the rights and powers vested in it by this
Indenture, and to use the same degree of care and skill in their


                                       25
<PAGE>


exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs;

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

      (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or
other papers or documents, but the Trustee, in its sole discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine, during business hours and upon
reasonable notice, the books, records and premises of the Company, personally or
by agent or attorney and shall incur no personal liability to any Person by
reason of such inquiry or investigation. The reasonable expense of every such
examination shall be paid by the Company or, if paid by the Trustee, shall be
repaid by the Company upon demand;

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

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

      SECTION 7.03. Trustee Not Responsible for Recitals or Issuance of Debt
Securities. (a) The recitals contained herein and in the Debt Securities shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

      (b) The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Debt Securities.

      (c) The Trustee shall not be accountable for the use or application by the
Company of any of the Debt Securities or of the proceeds of such Debt
Securities, or for the use or application of any moneys paid over by the Trustee
in accordance with any provision of this Indenture or established pursuant to
Section 2.01, or for the use or application of any moneys received by any paying
agent other than the Trustee.

      SECTION 7.04. May Hold Debt Securities. The Trustee or any paying agent or
Security Registrar, in its individual or any other capacity, may become the
owner or pledgee of Debt Securities with the same rights it would have if it
were not Trustee, paying agent or Security Registrar.

      SECTION 7.05. Moneys Held in Trust. Subject to the provisions of Section
11.05, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee shall not be liable for interest on any moneys held by it hereunder
except as it may otherwise agree with the Company.



                                       26
<PAGE>


      SECTION 7.06. Compensation and Reimbursement. (a) The Company covenants
and agrees to pay to the Trustee, and the Trustee shall be entitled to, such
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), as the Company and
the Trustee may from time to time agree in writing, for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and,
except as otherwise expressly provided herein, the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all Persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Company also covenants and agrees to indemnify
the Trustee (and its officers, agents, directors and employees) for, and to hold
it harmless against, any loss, liability or expense, to the extent incurred
without negligence or bad faith on the part of the Trustee, 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 or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

      (b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture and the
resignation or removal of the Trustee. Such additional indebtedness shall be
secured by a lien prior to that of the Debt Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the holders of particular Debt Securities.

      (c) When the Trustee renders services or incurs expenses after the
occurrence of a Default specified in Section 6.01, the compensation for such
services and expenses of the Trustee hereunder are intended by the Company and
the Trustee to constitute expenses of administration under any Bankruptcy Law.

      SECTION 7.07. Reliance on Officers' Certificate. Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting to take any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

      SECTION 7.08. Qualification; Conflicting Interests. 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 7.09. Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee with respect to the Debt Securities issued hereunder which
shall at all times be a corporation organized and doing business under the laws
of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or other Person 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 Fifty Million
U.S. dollars ($50,000,000), and subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be


                                       27
<PAGE>


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, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.

      SECTION 7.10. Resignation and Removal; Appointment of Successor. (a) The
Trustee or any successor hereafter appointed, may at any time resign with
respect to the Debt Securities of one or more series by giving written notice
thereof to the Company and the Guarantor and by transmitting notice of
resignation by mail, first class postage prepaid, to the Securityholders of such
series, as their names and addresses appear upon the Security Register. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor Trustee with respect to Debt Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to Debt
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Debt Security or Debt Securities for at least six months
may, subject to the provisions of Section 6.07, 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 one of the following shall occur:

                  (1) the Trustee shall fail to comply with the provisions of
         subsection (a) of Section 7.01 after written request therefor by the
         Company or by any Securityholder who has been a bona fide holder of a
         Debt Security or Debt Securities for at least six months; or

                  (2) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 7.09 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 commence a voluntary bankruptcy
         proceeding, or a receiver of the Trustee or of its property shall be
         appointed or consented to, 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 with respect to all Debt Securities
         and appoint a successor trustee by written instrument, in duplicate,
         executed by order of the Board of Directors, one copy of which
         instrument shall be delivered to the Trustee so removed and one copy to
         the successor trustee, or, subject to the provisions of Section 6.07,
         unless the Trustee's duty to resign is stayed as provided herein, any
         Securityholder who has been a bona fide holder of a Debt Security or
         Debt Securities for at least six months may, on behalf of that holder
         and all others similarly situated, petition any court of competent
         jurisdiction for the removal of the Trustee and the appointment of a
         successor trustee. Such court may thereupon after such notice, if any,
         as it may deem proper and prescribe, remove the Trustee and appoint a
         successor trustee.

      (c) The holders of a majority in aggregate principal amount of the Debt
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.



                                       28
<PAGE>


      (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Debt Securities of a series pursuant to
any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

      (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Debt Securities of one or more series or all of
such series, and at any time there shall be only one Trustee with respect to the
Debt Securities of any particular series.

      SECTION 7.11. Acceptance of Appointment By Successor. (a) In case of the
appointment hereunder of a successor trustee with respect to all Debt
Securities, every such successor trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor trustee all the
rights, powers, and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring Trustee hereunder.

      (b) In case of the appointment hereunder of a successor trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor trustee with respect to the Debt
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series to which the appointment of such
successor trustee relates, (2) shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on the part of any
other Trustee hereunder; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall
with respect to the Debt Securities of that or those series to which the
appointment of such successor trustee relates have no further responsibility for
the exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, and each such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Debt Securities of that or those series to which the appointment of such
successor trustee relates; but, on request of the Company or any successor
trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to
the Debt Securities of that or those series to which the appointment of such
successor trustee relates.

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


                                       29
<PAGE>


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

      (e) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register. If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

      SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Debt Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee permitted under this
Section 7.12 may adopt such authentication and deliver the Debt Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Debt Securities.

      SECTION 7.13. Preferential Collection of Claims Against the Company. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein.

                                  ARTICLE VIII
                         CONCERNING THE SECURITYHOLDERS

      SECTION 8.01. Evidence of Action by Securityholders. Whenever in this
Indenture it is provided that the holders of a majority or specified percentage
in aggregate principal amount of the Debt Securities of a particular series 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 majority or specified
percentage of that series have joined therein may be evidenced by any instrument
or any number of instruments of similar tenor executed by such holders of Debt
Securities of that series in Person or by agent or proxy appointed in writing.

         If the Company shall solicit from the Securityholders of any series 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 such series for the determination
of Securityholders (entitled to give 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 as
provided by the Security Registrar at the close of business on the record date
shall be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Debt Securities of
that series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Debt Securities of that series shall be computed as of
the record date; provided, however, that no such authorization, request, demand,
agreement, consent, direction, notice, waiver or other action by such
Securityholders on the record date


                                       30
<PAGE>


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 8.02. Proof of Execution by Securityholders. Subject to the
provisions of Section 8.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Debt Securities shall be
sufficient if made in the following manner:

      (a)   The fact and date of the execution by any such Person of any
            instrument may be proved in any reasonable manner acceptable to the
            Trustee.

      (b)   The ownership of Debt Securities shall be proved by the Security
            Register of such Debt Securities or by a certificate of the Security
            Registrar thereof.

      (c)   The Trustee may require such additional proof of any matter referred
            to in this Section as it shall deem necessary.

      SECTION 8.03. Who May be Deemed Owners. Prior to the due presentment for
registration of transfer of any Debt Security, the Company, the Trustee, any
paying agent and any Security Registrar may deem and treat the Person in whose
name such Debt Security shall be registered upon the Security Register as the
absolute owner of such Debt Security (whether or not such Debt Security shall be
overdue and notwithstanding any notice of ownership or writing thereon made by
anyone other than the Security Registrar) for the purpose of receiving payment
of or on account of the principal of, premium, if any, and (subject to Section
2.03) interest on such Debt Security and for all other purposes; and neither the
Company nor Guarantor nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

      SECTION 8.04. Certain Debt Securities Owned by Company Disregarded. In
determining whether the holders of the requisite aggregate principal amount of
Debt Securities of a particular series have concurred in any direction, consent,
waiver or other action under this Indenture, the Debt Securities of that series
that are owned by the Company or any other obligor on the Debt Securities of
that series or by any Person directly or indirectly controlling or controlled by
or under common control with the Company or any other obligor (including any
Affiliate of the Company or such other obligor) on the Debt Securities of that
series shall be disregarded and deemed not to be outstanding for the purpose of
any such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent, waiver or
other action, only Debt Securities of such series that the Trustee actually
knows are so owned shall be so disregarded. The Debt Securities so owned that
have been pledged in good faith may be regarded as outstanding for the purposes
of this Section, if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Debt Securities and
that the pledgee is not a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or the
Guarantor or any such other obligor (including any Affiliate of the Company or
such other obligor). In 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 8.05. Actions Binding on Future Securityholders. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 8.01,
of the taking of any action by the holders of a majority or specified percentage
in aggregate principal amount of the Debt Securities of a particular series in
connection with such action, any holder of a Debt Security of that series that
is shown by the evidence to be included in the Debt Securities the holders of
which have consented to such action may, by filing written notice with the
Trustee, and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such Debt Security. Except as aforesaid, any such
action taken by the holder of any


                                       31
<PAGE>


Debt Security shall be conclusive and binding upon such holder and upon all
future holders and owners of such Debt Security, and of any Debt Security issued
in exchange therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security. Any action taken by the holders of a majority or specified
percentage in aggregate principal amount of the Debt Securities of a particular
series in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Debt Securities of that series.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

      SECTION 9.01. Supplemental Indentures Without the Consent of
Securityholders. In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company and the Guarantor and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then
in effect), without the consent of the Securityholders, for one or more of the
following purposes:

      (a) to cure any ambiguity, defect or inconsistency herein or in the Debt
Securities of any series;

      (b) to comply with Article X;

      (c) to provide for uncertificated Debt Securities in addition to or in
place of certificated Debt Securities;

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

      (e) to add to, delete from, or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Debt Securities, as herein set forth;

      (f) to make any change that does not adversely affect the rights of any
Securityholder in any material respect; or

      (g) to provide for the issuance of and establish the form and terms and
conditions of the Debt Securities of any series as provided in Section 2.01, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any series of Debt Securities, or to add to the
rights of the holders of any series of Debt Securities.

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

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



                                       32
<PAGE>


      SECTION 9.02. Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Section 8.01) of the holders of not
less than a majority in aggregate principal amount of the Debt Securities of
each series affected by such supplemental indenture or indentures at the time
Outstanding, the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner not covered by
Section 9.01 the rights of the holders of the Debt Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the holders of each Debt Security then Outstanding
and affected thereby, (i) extend the fixed maturity of any Debt Securities of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof, without the consent of the holder of each Debt Security so
affected or (ii) reduce the aforesaid percentage of Debt Securities, the holders
of which are required to consent to any such supplemental indenture.

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

      SECTION 9.03. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article or of Section
10.01, this Indenture shall, with respect to such series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Debt Securities of the series
affected thereby 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. Debt Securities Affected by Supplemental Indentures. Debt
Securities of any series, affected by a supplemental indenture, authenticated
and delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, may bear a notation in form
approved by the Company, provided such form meets the requirements of any
exchange upon which such series may be listed, if any, as to any matter provided
for in such supplemental indenture. If the Company shall so determine, new Debt
Securities of that series so modified as to conform, in the opinion of the Board
of Directors of the Company, to any modification of this Indenture contained in
any, such supplemental indenture may be prepared by the Company, authenticated
by the Trustee and delivered in exchange for the Debt Securities of that series
then outstanding.

      SECTION 9.05. Execution of Supplemental Indentures. Upon the request of
the Company, accompanied by a Board Resolution authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders required to consent thereto 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. The Trustee, subject to the provisions of Section 7.01,
may receive 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.


                                       33
<PAGE>


         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.05, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting
forth in general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby 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.

                                   ARTICLE X
                              SUCCESSOR CORPORATION

      SECTION 10.01. Company May Consolidate, Etc. Nothing contained in this
Indenture or in any of the Debt Securities shall prevent any consolidation or
merger of the Company with or into any other corporation or corporations
(whether or not affiliated with the Company), or successive consolidations or
mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other disposition of
the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or the Guarantor, as the case may be, or its
successor or successors) authorized to acquire and operate the same; provided,
however, the Company hereby covenants and agrees that, upon any such
consolidation, merger, sale, conveyance, transfer or other disposition, the due
and punctual payment of the principal of (premium, if any) and interest on all
of the Debt Securities of all series in accordance with the terms of each
series, according to their tenor and the due and punctual performance and
observance of all the covenants and conditions of this Indenture with respect to
each series or established with respect to such series pursuant to Section 2.01
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, as then in effect) satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such consolidation, or into
which the Company shall have been merged, or by the entity which shall have
acquired such property.

      SECTION 10.02. Successor Corporation Substituted. (a) In case of any such
consolidation, merger, sale, conveyance, transfer or other disposition 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, premium, if any, and interest on all
of the Debt Securities of all series Outstanding and the due and punctual
performance of all of the covenants and conditions of this Indenture or
established with respect to each series of the Debt Securities pursuant to
Section 2.01 to be performed by the Company, with respect to each series, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named as the Company herein.

      (b) In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Debt Securities thereafter to be issued as may be
appropriate.

      (c) Nothing contained in this Indenture or in any of the Debt Securities
shall prevent the Company from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other Person (whether or not
affiliated with the Company).

      SECTION 10.03. Evidence of Consolidation, Etc. to Trustee. The Trustee,
subject to the provisions of Section 7.01, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the
provisions of this Article.



                                       34
<PAGE>


                                   ARTICLE XI
                           SATISFACTION AND DISCHARGE


      SECTION 11.01. Satisfaction and Discharge of Indenture. If at any time:
(a) the Company shall have delivered to the Trustee for cancellation all Debt
Securities of a series theretofore authenticated (other than any Debt Securities
that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.07) and Debt Securities for whose payment money
or Governmental Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company or the Guarantor (and thereupon
repaid to the Company or discharged from such trust, as provided in Section
11.05); or (b) all such Debt Securities of a particular series not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and, in the case of (a) or (b) above,
the Company shall deposit or cause to be deposited with the Trustee as trust
funds the entire amount in moneys or Governmental Obligations or a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Debt
Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder with respect to such series by the Company; then if the
Company has delivered to the Trustee an Opinion of Counsel based on the fact
that (x) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (y) since the date hereof, there has been a
change in the applicable United States federal income tax law, in either case to
the effect that, and such opinion shall confirm that, the holders of the Debt
Securities of such series will not recognize income, gain or loss for United
States federal income tax purposes as a result of such deposit, defeasance and
discharge 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 deposit, defeasance and discharge had not occurred, this Indenture shall
thereupon cease to be of further effect with respect to such series except for
the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that
shall survive until the date of maturity or redemption date, as the case may be,
and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and
the Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

      SECTION 11.02. Discharge of Obligations. If at any time all Debt
Securities of a particular series not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section
11.01 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all such Debt Securities of
that series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company with respect to such series, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee
then, if the Company has delivered to the Trustee an Opinion of Counsel based on
the fact that (x) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (y) since the date hereof, there has
been a change in the applicable United States federal income tax law, in either
case to the effect that, and such opinion shall confirm that, the holders of the
Debt Securities of such series will not recognize income, gain or loss for
United States federal income tax purposes as a result of such deposit,
defeasance and discharge 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


                                       35
<PAGE>


deposit, defeasance and discharge had not occurred, the obligations of the
Company, under this Indenture with respect to such series shall cease to be of
further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4.01,
4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive until such Debt
Securities shall mature and be paid. Thereafter, Sections 7.06 and 11.05 shall
survive.

      SECTION 11.03. Deposited Moneys to be Held in Trust. All moneys or
Governmental Obligations deposited with the Trustee pursuant to Sections 2.11 or
11.02 shall be held in trust and shall be available for payment as due, either
directly or through any paying agent (including the Company acting as its own
paying agent), to the holders of the particular series of Debt Securities for
the payment or redemption of which such moneys or Governmental Obligations have
been deposited with the Trustee.

      SECTION 11.04. Payment of Moneys Held by Paying Agents. In connection with
the satisfaction and discharge of this Indenture, all moneys or Governmental
Obligations then held by any paying agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee and thereupon such
paying agent shall be released from all further liability with respect to such
moneys or Governmental Obligations.

      SECTION 11.05. Repayment to Company. Any moneys or Governmental
Obligations deposited with any paying agent or the Trustee, or then held by the
Company, in trust for payment of principal of or premium or interest on the Debt
Securities of a particular series that are not applied but remain unclaimed by
the holders of such Debt Securities for at least two years after the date upon
which the principal of (and premium, if any) or interest on such Debt Securities
shall have respectively become due and payable, shall be repaid to the Company
on May 31 of each year or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be released
from all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Debt Securities entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof.

                                  ARTICLE XII
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

      SECTION 12.01. No Recourse. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Debt Security, or for any
claim based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future as such,
of the Company or of any predecessor or successor corporation, either directly
or through the Company or any such predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Debt Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Debt Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issuance of such Debt Securities.


                                       36
<PAGE>


                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS


      SECTION 13.01. Effect on Successors and Assigns. All the covenants,
stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind successors and assigns, whether so expressed or
not.

      SECTION 13.02. Actions by Successor. 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 or the Guarantor shall and may be
done and performed with like force and effect by the corresponding board,
committee or officer of any corporation that shall at the time be the lawful
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 and as to any successor corporation.

      SECTION 13.04. Notices. Except as otherwise expressly provided herein, any
notice or demand that by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Debt
Securities to or on the Company may be given or served by being deposited first
class postage prepaid in a post-office letterbox addressed (until another
address is filed in writing by the Company with the Trustee), as follows:

                         PECO Energy Company
                         2301 Market Street
                         Philadelphia, PA 19101
                         Attention:  Treasurer

Any notice, election, request or demand by the Company or 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 Corporate Trust Office of the
Trustee.

      SECTION 13.05. Governing Law. This Indenture and each Debt Security shall
be deemed to be a contract made under the internal laws of the Commonwealth of
Pennsylvania, and for all purposes shall be construed in accordance with the
laws thereof.

      SECTION 13.06. Treatment of the Debt Securities as Debt. It is intended
that the Debt Securities will be treated as indebtedness and not as equity for
federal income tax purposes. The provisions of this Indenture shall be
interpreted to further this intention.

      SECTION 13.07. Compliance Certificates and Opinions. (a) Upon any
application, request 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 all conditions precedent 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, except that in the case of any
such application, request or demand as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application, request or demand, no additional certificate or opinion
need be furnished.


                                       37
<PAGE>


      (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
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 13.08. Payments on Business Days. Except as provided pursuant to
Section 2.01 pursuant to a Board Resolution, and as set forth in an Officers'
Certificate, or established in one or more indentures supplemental to this
Indenture, in any case where the date of maturity of interest or principal of
any Debt Security or the date of redemption of any Debt Security shall not be a
Business Day, then payment of interest or principal (and premium, if any) may be
made on the next succeeding Business Day with the same force and effect as if
made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.

      SECTION 13.09. Conflict with Trust Indenture Act. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.

      SECTION 13.10. 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 Debt Securities of any series shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Indenture or of such Debt Securities, but this Indenture and such Debt
Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

      SECTION 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 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 thereto.

      SECTION 13.13. Acknowledgment of Rights. The Company acknowledges that,
with respect to any Debt Securities held by a PECO 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 series of Debt Securities held as the assets
of such PECO Trust, any holder of Preferred Securities may, after a period of 30
days has elapsed from such holder's written request to such Property Trustee to
enforce such rights, institute legal proceedings directly against the Company to
enforce such Property Trustee's rights under this Indenture without first
instituting any legal proceedings against such Property Trustee or any other
person or entity.


                                       38
<PAGE>


                                  ARTICLE XIV
                        SUBORDINATION OF DEBT SECURITIES

      SECTION 14.01. Subordination Terms. The payment by the Company of the
principal of, premium, if any, and interest on any series of Debt Securities
issued hereunder shall be subordinated to the extent set forth in an indenture
supplemental hereto or Officers' Certificate pursuant to Section 2.01 above
relating to such Debt Securities.






                                       39
<PAGE>



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



                                            PECO ENERGY COMPANY


Attest:  __________________        By:      /s/  J. Barry Mitchell
                                            ------------------------------------
         Name:                                   J. Barry Mitchell
                                                 Vice President and Treasurer



                                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                                            as Trustee


Attest:  __________________        By:      /s/  George J. Rayzis
                                            ------------------------------------
         Name:                                   George J. Rayzis
                                                 Vice President




                                       40