<PAGE>

                                                                     EXHIBIT 4-4


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                             ENERGY EAST CORPORATION

                                       and

                            THE CHASE MANHATTAN BANK

                                     Trustee

                                    INDENTURE

                          Dated as of ___________, 2001

                       JUNIOR SUBORDINATED DEBT SECURITIES




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                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

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1.1   Certain Terms Defined............................................1

                                   ARTICLE II
             ISSUE, DESCRIPTION, EXECUTION, REGISTRATION OF TRANSFER
                           AND EXCHANGE OF SECURITIES

2.1   Amount, Series And Delivery Of Securities........................9
2.2   Form Of Securities And Trustee's Certificate....................13
2.3   Denominations Of And Payment Of Interest On Securities..........14
2.4   Execution Of Securities.........................................15
2.5   Registration, Transfer And Exchange Of Securities...............16
2.6   Temporary Securities............................................18
2.7   Mutilated, Destroyed, Lost Or Stolen Securities.................18
2.8   Cancellation And Destruction Of Surrendered Securities..........19
2.9   Authenticating Agents...........................................19
2.10  Deferrals Of Interest Payment Dates.............................21
2.11  Right Of Set-Off................................................22
2.12  Shortening Or Extension Of Stated Maturity......................22
2.13  Agreed Tax Treatment............................................22
2.14  CUSIP Numbers...................................................23

                                   ARTICLE III
                            REDEMPTION OF SECURITIES

3.1   Applicability Of Article........................................23
3.2   Mailing Of Notice Of Redemption.................................23
3.3   When Securities Called For Redemption Become Due And Payable....24

                                   ARTICLE IV
                       PARTICULAR COVENANTS OF THE COMPANY

4.1   Payment Of Principal Of and Interest On Securities..............25
4.2   Maintenance Of Offices Or Agencies For Registration Of Transfer,
      Exchange And Payment Of Securities..............................26
4.3   Appointment To Fill A Vacancy In The Office Of Trustee..........26
4.4   Duties of Paying Agent..........................................26
4.5   Further Assurances..............................................27
4.6   Officers' Certificate As To Defaults; Notices Of Certain Defaults27
4.7   Waiver Of Covenants.............................................28
4.8   Additional Tax Sums.............................................28

                                       i
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4.9   Additional Covenants............................................28
4.10  Calculation Of Original Issue Discount..........................29

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

5.1   Company To Furnish Trustee Information As To The Names And
      Addresses Of Securityholders....................................29
5.2   Trustee To Preserve Information As To The Names And Addresses Of
      Securityholders Received By It..................................30
5.3   Annual And Other Reports To Be Filed By Company With Trustee....30
5.4   Trustee To Transmit Annual Report To Securityholders............31

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

6.1   Events Of Default Defined.......................................32
6.2   Covenant Of Company To Pay To Trustee Whole Amount Due On
      Securities On Default In Payment Of Interest Or Principal.......35
6.3   Application Of Moneys Collected By Trustee......................37
6.4   Limitation On Suits By Holders Of Securities....................37
6.5   On Default Trustee May Take Appropriate Action; Direct Action...38
6.6   Rights Of Holders Of Majority In Principal Amount Of Securities To
      Direct Trustee And To Waive Default.............................39
6.7   Trustee To Give Notice Of Defaults Known To It, But May Withhold
      In Certain Circumstances........................................39
6.8   Requirement Of An Undertaking To Pay Costs In Certain Suits Under
      The Indenture Or Against The Trustee............................40

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

7.1   Upon Event Of Default Occurring And Continuing, Trustee Shall
      Exercise Powers Vested In It, And Use Same Degree Of Care And
      Skill In Their Exercise, As A Prudent Man Would Use.............40
7.2   Reliance On Documents, Opinions, Etc............................41
7.3   Trustee Not Liable For Recitals In Indenture Or In Securities...43
7.4   May Hold Securities.............................................43
7.5   Moneys Received By Trustee To Be Held In Trust Without Interest.43
7.6   Trustee Entitled To Compensation, Reimbursement And Indemnity...43
7.7   Right Of Trustee To Rely On Officers' Certificate Where No Other
      Evidence Specifically Prescribed................................44
7.8   Disqualification; Conflicting Interests.........................44
7.9   Requirements For Eligibility Of Trustee.........................44

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7.10  Resignation And Removal Of Trustee..............................44
7.11  Acceptance By Successor Trustee.................................46
7.12  Successor To Trustee By Merger, Consolidation Or Succession
      To Business.....................................................47
7.13  Limitations on Preferential Collection Of Claims By The Trustee.48

                                  ARTICLE VIII
                         CONCERNING THE SECURITYHOLDERS

8.1   Evidence Of Action By Securityholders...........................48
8.2   Proof Of Execution Of Instruments And Of Holding Of Securities..48
8.3   Who May Be Deemed Owners Of Securities..........................49
8.4   Securities Owned By Company Or Controlled Or Controlling Persons
      Disregarded For Certain Purposes................................49
8.5   Instruments Executed By Securityholders Bind Future Holders.....50

                                   ARTICLE IX
                            SECURITYHOLDERS' MEETINGS

9.1   Purposes For Which Meetings May Be Called.......................50
9.2   Manner Of Calling Meetings......................................50
9.3   Call Of Meeting By Company Or Securityholders...................51
9.4   Who May Attend And Vote At Meetings.............................51
9.5   Regulations May Be Made By Trustee..............................51
9.6   Manner Of Voting At Meetings And Record To Be Kept..............52
9.7   Exercise Of Rights Of Trustee, Securityholders and Holders Of
      Preferred Securities Not To Be Hindered Or Delayed..............52

                                    ARTICLE X
                             SUPPLEMENTAL INDENTURES

10.1  Purposes For Which Supplemental Indentures May Be Entered Into
      Without Consent Of Securityholders..............................53
10.2  Modification Of Indenture With Consent Of Holders Of A Majority
      In Principal Amount Of Securities...............................54
10.3  Effect Of Supplemental Indentures...............................56
10.4  Securities May Bear Notation Of Changes By Supplemental
      Indentures......................................................56
10.5  Revocation And Effect Of Consents...............................56
10.6  Conformity With Trust Indenture Act.............................57

                                   ARTICLE XI
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

11.1  Company May Consolidate, Etc., On Certain Terms.................57
11.2  Successor Corporation Substituted...............................57
11.3  Opinion Of Counsel To Trustee...................................58

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                                   ARTICLE XII
            SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS
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12.1  Satisfaction And Discharge Of Indenture.........................58
12.2  Application By The Trustee Of Funds Deposited For Payment
      Of Securities...................................................59
12.3  Repayment Of Moneys Held By Paying Agent........................59
12.4  Repayment Of Moneys Held By Trustee.............................59

                                  ARTICLE XIII
               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
                             DIRECTORS AND EMPLOYEES

13.1  Incorporators, Stockholders, Officers, Directors And Employees
      Of Company Exempt From Individual Liability.....................59

                                   ARTICLE XIV
                           SUBORDINATION OF SECURITIES

14.1  Agreement To Subordinate........................................60
14.2  Obligation Of The Company Unconditional.........................62
14.3  Limitations On Duties To Holders Of Senior Indebtedness Of the
      Company.........................................................62
14.4  Notice To Trustee Of Facts Prohibiting Payment..................62
14.5  Application By Trustee Of Moneys Deposited With It..............63
14.6  Subrogation.....................................................63
14.7  Subordination Rights Not Impaired By Acts Or Omissions Of Company
      Or Holders Of Senior Indebtedness Of The Company................63
14.8  Authorization Of Trustee To Effectuate Subordination Of
      Securities......................................................64
14.9  No Payment When Senior Indebtedness In Default..................64
14.10 Right Of Trustee To Hold Senior Indebtedness Of The Company.....64
14.11 Article Fourteen Not To Prevent Defaults........................65

                                   ARTICLE XV
                            MISCELLANEOUS PROVISIONS

15.1  Successors And Assigns Of Company Bound By Indenture............65
15.2  Acts Of Board, Committee Or Officer Of Successor Corporation
      Valid...........................................................65
15.3  Required Notices Or Demands May Be Served By Mail...............65
15.4  Officers' Certificate And Opinion Of Counsel To Be Furnished Upon
      Applications Or Demands By The Company..........................65
15.5  Payments Due On Saturday, Sundays, And Holidays.................66
15.6  Provisions Required By Trust Indenture Act To Control...........66
15.7  Indenture And Securities To Be Construed In Accordance With The
      Laws Of The State Of New York...................................67

                                       iv
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15.8  Provisions Of The Indenture And Securities For The Sole Benefit Of
      The Parties And The Securityholders.............................67
15.9  Indenture May Be Executed In Counterparts.......................67
15.10 Securities In Foreign Currencies................................67
15.11 Table Of Contents, Headings, Etc................................67
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                                       v
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      THIS INDENTURE, dated as of the __ day of ___________, 2001 between ENERGY
EAST CORPORATION, a corporation duly organized and existing under the laws of
the State of New York (hereinafter sometimes referred to as the "Company"),
party of the first part, and THE CHASE MANHATTAN BANK, a New York banking
corporation (hereinafter sometimes referred to as the "Trustee"), party of the
second part.

                                   WITNESSETH:

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issuance from time to time of its unsecured junior subordinated
debt securities or other evidences of indebtedness (hereinafter referred to as
the "Securities"), without limit as to principal amount, issuable in one or more
series, the amount and terms of each such series to be determined as hereinafter
provided, including, without limitation, Securities issued to evidence loans
made to the Company of the proceeds from the issuance from time to time by one
or more business trusts (each an "Energy East Trust," and collectively, the
"Energy East Trusts") of preferred interests in such Trusts, having the rights
provided for in such Trusts (the "Preferred Securities" which may also be
referred to, without limitation, as the "Capital Securities") and common
interests in such Trusts, having the rights provided for in such Trusts (the
"Common Securities," and collectively with the Preferred Securities, the "Trust
Securities"); to be authenticated by the Trustee; and, to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered, the Company has duly authorized the execution of this Indenture; and

      WHEREAS, all acts and things necessary to make the Securities when
executed by the Company and authenticated and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the
Company, and to constitute these presents a valid indenture and agreement
according to its terms, have been done and performed and the execution of this
Indenture and the issue hereunder of the Securities have in all respects been
duly authorized, and the Company, in the exercise of the legal rights and power
vested in it, executes this Indenture and proposes to make, execute, issue and
deliver the Securities;

      NOW, THEREFORE, in order to declare the terms and conditions upon which
the Securities are authenticated, issued and delivered, and in consideration of
the premises and of the purchase and acceptance of the Securities by the holders
thereof, the Company covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective holders from time to time of the
Securities or of series thereof, as follows:

                                    ARTICLE I

                                   DEFINITIONS

      1.1 CERTAIN TERMS DEFINED. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


<PAGE>

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

          (b) All other terms used herein which are defined in the Trust
Indenture Act (as defined herein), whether directly or by reference therein,
have the meanings assigned to them therein (except as otherwise expressly
provided);

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

          (d) The terms "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.

      The term "ADDITIONAL INTEREST" means the interest, if any, that shall
accrue on any interest on the Securities of any series the payment of which has
not been made on the applicable interest payment date and which shall accrue at
the rate per annum specified or determined as specified in such Security.

      The term "ADDITIONAL TAX SUMS" has the meaning specified in Section 4.8.

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

      The term "AUTHENTICATING AGENT" means any Authenticating Agent appointed
by the Trustee pursuant to Section 2.9.

      The term "AUTHORIZED NEWSPAPER" means a newspaper in an official language
of the place of publication, customarily published at least once a day for at
least five days in each calendar week and of general circulation in each place
in connection with which the term is used or in the financial community of each
such place. Whenever successive publications are required to be made in an
Authorized Newspaper, the successive publications may be made in the same or in
a different newspaper meeting the foregoing requirements and in each case on any
day of the week. If it is impossible or, in the opinion of the Trustee,
impracticable to publish any notice in the manner herein provided, then such
publication in lieu thereof as shall be made with the approval of the Trustee
shall constitute a sufficient publication of such notice.



                                       2
<PAGE>

      The term "BOARD OF DIRECTORS," when used with reference to the Company,
means the Board of Directors of the Company or the executive committee or any
other committee of or created by the Board of Directors of the Company duly
authorized to act hereunder.

      The term "BUSINESS DAY" means any day which is not a Saturday or Sunday or
a day on which banking institutions in The City of New York are authorized or
required by law, regulation or executive order to close or a day on which the
principal corporate trust office of the Trustee or the applicable Property
Trustee is closed for business.

      The term "CAPITAL SECURITIES" has the meaning specified in the recitals to
this Indenture.

      The term "CAPITAL STOCK" means shares of capital stock of any class of any
corporation whether now or hereafter authorized regardless of whether such
capital stock shall be limited to a fixed sum or percentage in respect of the
rights of the holders thereof to participate in dividends and in the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up.

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

      The term "COMMON SECURITIES" has the meaning specified in the recitals to
this Indenture.

      The term "COMMON STOCK" means the common stock, par value $0.01 per share,
of the Company.

      The term "COMPANY" means Energy East Corporation, a corporation duly
organized and existing under the laws of the State of New York and, subject to
the provisions of Article XI, shall also include its successors and assigns.

      The term "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more global
Securities, the person designated as Depositary by the Company pursuant to
Section 2.1 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter the term "Depositary"
shall mean or include each person who is then a Depositary hereunder and if at
any time there is more than one such person, the term "Depositary" as used with
respect to the Securities of any series shall mean the Depositary with respect
to the Securities of such series.

      The term "DIRECT ACTION" has the meaning specified in Section 6.5.



                                       3
<PAGE>

      The term "DISTRIBUTIONS," with respect to the Trust Securities issued by
an Energy East Trust, means amounts payable in respect of such Trust Securities
as provided in the related Trust Agreement and referred to therein as
"Distributions."

      The term "ENERGY EAST GUARANTEE" means the guarantee by the Company of
distributions on the Preferred Securities of an Energy East Trust to the extent
provided in the Guarantee (as defined in the related Trust Agreement).

      The terms "ENERGY EAST TRUST" and "ENERGY EAST TRUSTS" each have the
meaning specified in the recitals to this Indenture.

      The term "EVENT OF DEFAULT" with respect to Securities of any series shall
mean any event specified as such in Section 6.1 and any other event as may be
established with respect to the Securities of such series as contemplated by
Section 2.1.

      The term "EXCHANGE ACT" has the meaning specified in Section 2.2.

      The term "EXTENSION PERIOD" has the meaning specified in Section 2.10.

      The term "INDENTURE" means this instrument as originally executed, or, if
amended or supplemented as herein provided, then as so amended or supplemented,
and shall include the form and terms of particular series of Securities
established as contemplated by Sections 2.1 and 2.2.

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

      The term "NOTICE OF DEFAULT" has the meaning specified in Section 6.1.

      The term "OFFICERS' CERTIFICATE" shall mean a certificate signed by the
Chairman, the Chief Executive Officer, the President, or any Vice President of
the Company (whether or not designated by a number or a word or words added
before or after the title Vice President) and by the Treasurer, the Controller
or the Corporate Secretary of the Company and delivered to the Trustee. Each
such certificate shall include the statements provided for in Section 15.4, if
and to the extent required by the provisions thereof and will comply with
Section 314 of the Trust Indenture Act.

      The term "OPINION OF COUNSEL" shall mean a written opinion of counsel, who
shall be reasonably satisfactory to the Trustee, and who may be an employee of,
or counsel to, the Company. Each such opinion shall include the statements
provided for in Section 15.4, if and to the extent required by the provisions
thereof and will comply with Section 314 of the Trust Indenture Act.

      The term "ORIGINAL ISSUE DATE" means the first date of issuance of each
Security.



                                       4
<PAGE>

      The term "ORIGINAL ISSUE DISCOUNT SECURITY" shall mean any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon declaration pursuant to Section 6.1.

      The term "OUTSTANDING," when used with reference to Securities and subject
to the provisions of Section 8.4, means as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except

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

          (b) Securities, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent), provided that such Securities shall have reached their Stated
Maturity or, if such Securities are to be redeemed prior to the Stated 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; and

          (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered or which have been paid
pursuant to the terms of Section 2.7 unless proof satisfactory to the Trustee is
presented that any such Securities are held by a bona fide purchaser in whose
hands any of such Securities is a valid, binding and legal obligation of the
Company.

      In determining whether the holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.1.

      The term "PAYING AGENT" means the Trustee or any Person or Persons
authorized by the Company to pay the principal or interest on any Securities on
behalf of the Company.

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

      The term "PREFERRED SECURITIES" has the meaning specified in the recitals
to this Indenture.

      The term "PRINCIPAL," whenever used with reference to the Securities or
any Security or any portion thereof, shall be deemed to include "and premium, if
any."



                                       5
<PAGE>

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

      The term "RANKING JUNIOR TO THE SECURITIES" when used with respect to any
obligation of the Company means any other obligation of the Company which (a)
ranks junior to and not equally with or prior to the Securities (or any other
obligations of the Company ranking on a parity with the Securities) in right of
payment upon the happening of any event of the kind specified in the first
sentence of the second paragraph of Section 14.1, or (b) is specifically
designated as ranking junior to the Securities by express provision in the
instrument creating or evidencing such obligation.

      The securing of any obligations of the Company, otherwise ranking junior
to the Securities, shall be deemed to prevent such obligations from constituting
obligations ranking junior to the Securities.

      The term "RANKING ON A PARITY WITH THE SECURITIES" when used with respect
to any obligation of the Company means any obligation of the Company which (a)
ranks equally with and not prior to the Securities in right of payment upon the
happening of any event of the kind specified in the first sentence of the second
paragraph of Section 14.1, (b) any Energy East Guarantee of Preferred Securities
of any Energy East Trust or other entity affiliated with the Company that is a
financing entity of the Company, or (c) is specifically designated as ranking on
a parity with the Securities by express provision in the instrument creating or
evidencing such obligation.

      The securing of any obligations of the Company, otherwise ranking on a
parity with the Securities, shall not be deemed to prevent such obligations from
constituting obligations ranking on a parity with the Securities.

      The term "RECORD DATE" has the meaning specified in Section 2.3.

      The terms "REDEMPTION," "REDEEM" and "REDEEMABLE" when used with respect
to any Security, shall include, without limitation, any prepayment or repayment
provisions applicable to such Security.

      The term "REGISTER" has the meaning specified in Section 2.5.

      The term "RESOLUTION OF THE COMPANY" means a resolution of the Company, in
the form of a resolution of the Board of Directors, or in the form of a
resolution of a duly constituted committee of the Board of Directors,
authorizing, ratifying, setting forth or otherwise validating agreements,
execution and delivery of documents, the issuance, form and terms of Securities,
or any other actions or proceedings pursuant or with respect to this Indenture.

      The term "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means the chairman and



                                       6
<PAGE>

vice chairman of the board of directors, the president, the chairman and vice
chairman of the executive committee of the board of directors, every vice
president or officer senior thereto, every assistant vice president, the
secretary, every assistant secretary, the treasurer, every assistant treasurer,
every corporate trust officer, every assistant corporate trust officer, and
every other officer and 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 knowledge of, and familiarity with, a particular subject.

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

      The term "SECURITY" or "SECURITIES" means any security or securities of
the Company, as the case may be, without regard to series, authenticated and
delivered under this Indenture.

      The term "SECURITIES ACT" means the Securities Act of 1933, as amended.

      The terms "SECURITYHOLDER," "HOLDER OF SECURITIES," "REGISTERED HOLDER" or
other similar term, mean any person who shall at the time be the registered
holder of any Security or Securities on the Register kept for that purpose in
accordance with the provisions of this Indenture.

      The term "SENIOR INDEBTEDNESS OF THE COMPANY" means (i) any indebtedness
of the Company for borrowed or purchased money, whether or not evidenced by
bonds, debentures, notes or other written instruments, (ii) obligations of the
Company for reimbursement under letters of credit, banker's acceptances,
security purchase facilities or similar facilities issued for the account of the
Company, (iii) any indebtedness or other obligations of the Company with respect
to commodity contracts (including but not limited to contracts in the spot,
forward and futures markets, options, and contracts for differences), interest
rate commodity and currency swap agreements, cap, floor and collar agreements,
currency spot and forward contracts, and other similar agreements or
arrangements designed to protect against fluctuations in commodity prices,
currency exchange or interest rates, and (iv) any guarantees, endorsements
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business) or other similar contingent obligations in respect
of obligations of others of a type described in (i), (ii) or (iii) above,
whether or not such obligation is classified as a liability on a balance sheet
prepared in accordance with generally accepted accounting principles, in each
case listed in (i), (ii), (iii) and (iv) above whether outstanding on the date
of execution of this Indenture or thereafter incurred, other than obligations
ranking on a parity with the Securities or ranking junior to the Securities;
provided, however, that "Senior Indebtedness of the Company" does not include
(a) obligations to trade creditors or (b) any indebtedness of the Company to any
of its Subsidiaries.



                                       7
<PAGE>

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

      The term "SUBSIDIARY" means any corporation (or the equivalent type of
entity in other jurisdictions) more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the
purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

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

      The term "TRUST AGREEMENT" means the Trust Agreement, as amended from time
to time, governing any Energy East Trust, whether now existing or created in the
future, which purchased the Securities of any series.

      The term "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series. The term "PRINCIPAL OFFICE" of the Trustee shall mean
the principal corporate trust office of the Trustee in The City of New York,
State of New York, at which the corporate trust business of the Trustee shall,
at any particular time, be principally administered. The present address of the
office at



                                       8
<PAGE>

which the corporate trust business of the Trustee is administered is 450 West
33rd Street, New York, New York 10001 (Attention: Institutional Trust Services).

      Except as herein otherwise expressly provided or unless the context
requires otherwise, the term "TRUST INDENTURE ACT" shall mean the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as
in force at the date as of which this Indenture was originally executed;
provided, however, that, in the event that the Trust Indenture Act is amended
after such date, then "Trust Indenture Act" means, to the extent required by any
such amendment, the Trust Indenture Act as so amended.

      The term "TRUST SECURITIES" has the meaning specified in the recitals to
this Indenture.

                                   ARTICLE II
             ISSUE, DESCRIPTION, EXECUTION, REGISTRATION OF TRANSFER
                           AND EXCHANGE OF SECURITIES

      2.1  AMOUNT, SERIES AND DELIVERY OF SECURITIES. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

      The Securities may be issued in one or more series. The terms of each
series (which terms shall not be inconsistent with the provisions of this
Indenture), shall either be established in or pursuant to a Resolution of the
Company and set forth in an Officers' Certificate, or set forth in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series and shall specify:

          (a) The designation of the Securities of such series (which shall
distinguish the Securities of the series from all other Securities and which
shall include the word "subordinated" or a word of like meaning);

          (b) Any limit upon the aggregate principal amount of the Securities of
such series which may be executed, authenticated and delivered under this
Indenture; provided, however, that nothing contained in this Section or
elsewhere in this Indenture or in such Securities or in a Resolution of the
Company and related Officers' Certificate or supplemental indenture is intended
to or shall limit execution by the Company or authentication and delivery by the
Trustee of Securities under the circumstances contemplated by Sections 2.5, 2.6,
2.7, 3.2, 3.3 and 10.4;

          (c) The date or dates (if any) on which the principal of the
Securities of such series is payable;

          (d) The rate or rates at which the Securities of such series shall
bear interest, if any, the rate or rates and extent to which Additional Interest
or other interest, if any, shall be payable, the date or dates from which such
interest shall accrue, the dates on which such interest shall be payable, the
record date for the interest payable on any



                                       9
<PAGE>

interest payment date and the right of the Company to defer or extend an
interest payment date;

          (e) The place or places where Securities of such series may be
presented for payment and for the other purposes provided in Section 4.2;

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

          (g) If other than denominations of $1,000 and any whole multiple
thereof, the denominations in which Securities of such series shall be issuable;

          (h) If other than the principal amount thereof, the portion of the
principal amount of Securities of such series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 6.1;

          (i) If other than such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public or
private debts, the coin or currency (which may be a composite currency) in which
payment of the principal of and interest, if any, on the Securities of such
series shall be payable;

          (j) If the principal of or interest, if any, on the Securities of such
series are to be payable, at the election of the Company or a holder thereof, in
a coin or currency (including composite currency) other than that in which the
Securities of such series are stated to be payable, the period or periods within
which, and the terms and conditions upon which, such election may be made;

          (k) If the amounts of payments of principal of or interest, if any, on
the Securities of such series may be determined with reference to an index based
on a coin or currency (including composite currency) other than that in which
the Securities of such series are stated to be payable, the manner in which such
amounts shall be determined;

          (l) If the Securities of such series are payable at Maturity or upon
earlier redemption in securities of the Company or other property, the terms and
conditions upon which such payment shall be made;

          (m) The person or persons who shall be registrar for the Securities of
such series, and the place or places where the Register of Securities of the
series shall be kept;

          (n) Any Events of Default with respect to the Securities of such
series, if not set forth herein;

          (o) Any addition to or change in the covenants set forth in Article IV
which applies to Securities of such series;



                                       10
<PAGE>

          (p) Whether any Securities of such series are to be issuable in global
form with or without coupons, and, if so, the Depositary for such global
Securities and whether beneficial owners of interests in any such global
Security may exchange such interests for definitive Securities of such series
and of like tenor of any authorized form and denomination and the circumstances
under which, and the place or places where, any such exchanges may occur, if
other than in the manner provided in Section 2.5;

          (q) The form of the related Trust Agreement and Energy East Guarantee,
if applicable;

          (r) Whether any Securities of such series are subject to any
securities law or other restrictions on transfer; and

          (s) Any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture);

or in any case, the method for determining such terms, the persons authorized to
determine such terms and the limits, if any, within which any such determination
of such terms is to be made.

      The Securities of all series shall be subordinate to Senior Indebtedness
of the Company as provided in Article XIV. The applicable Resolution of the
Company and Officers' Certificate or supplemental indenture may provide that
Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
interest may be determined, with different dates from which such interest shall
accrue, with different dates on which such interest may be payable or with any
different terms other than Events of Default but all such Securities of a
particular series shall for all purposes under this Indenture including, but not
limited to, voting and Events of Default, be treated as Securities of a single
series.

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication by it, and the Trustee shall thereupon
authenticate and deliver such Securities to or upon the written order of the
Company, signed by its Chairman, or its Chief Executive Officer, or its
President, or any Vice President of the Company (whether or not designated by a
number or a word or words added before or after the title Vice President), and
by its Treasurer or its Controller or its Corporate Secretary, without any
further corporate action by the Company. If the form or terms of the Securities
of the series have been established in or pursuant to a Resolution of the
Company and set forth in an Officers' Certificate, or set forth in one or more

                                       11
<PAGE>

supplemental indentures hereto, as permitted by this Section and Section 2.2, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.1) shall be fully protected in
relying upon:

          (a) an Opinion of Counsel to the effect that:

              (i) the form or forms and terms, or if all Securities of such
      series are not to be issued at one time, the manner of determining the
      terms of such Securities, have been established in conformity with the
      provisions of this Indenture;

              (ii) all conditions precedent provided for in this Indenture to
      the authentication and delivery of such Securities have been complied with
      and that such Securities when completed by appropriate insertions,
      executed under the Company's corporate seal and attested by duly
      authorized officers of the Company, delivered by duly authorized officers
      of the Company to the Trustee for authentication pursuant to this
      Indenture, and authenticated and delivered by the Trustee and issued by
      the Company in the manner and subject to any conditions specified in such
      Opinion of Counsel, will constitute valid and binding obligations of the
      Company, enforceable against the Company in accordance with their terms,
      except as enforcement thereof may be subject to or limited by bankruptcy,
      insolvency, reorganization, moratorium, arrangement, fraudulent
      conveyance, fraudulent transfer or other similar laws relating to or
      affecting creditors' rights generally, and subject to general principles
      of equity (regardless of whether enforcement is sought in a proceeding in
      equity or at law); and

              (iii) if the Securities of such series have been registered under
      the Securities Act, that this Indenture has been qualified under the Trust
      Indenture Act;

and

          (b) an Officers' Certificate stating that, to the best knowledge of
the Persons executing such certificate, no event which is, or after notice or
lapse of time would become, an Event of Default with respect to any of the
Securities shall have occurred and be continuing.

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

      If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver either an Opinion of Counsel or an Officers'
Certificate at the time of issuance of each Security, provided that such Opinion
of Counsel and Officers' Certificate, with appropriate modifications, are
instead delivered at or prior to the time of issuance of the first Security of
such series.



                                       12
<PAGE>

     Each Security shall be dated the date of its authentication.

     2.2  FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE. The Securities of
each series shall be substantially of the tenor and terms as shall be
authorized in or pursuant to a Resolution of the Company and set forth in an
Officers' Certificate, or set forth in an indenture or indentures
supplemental hereto in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements 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 or automated quotation system on which the Securities may
be listed, or to conform to usage. If the form of Securities of any series is
authorized by action taken pursuant to a Resolution of the Company, a copy of
an appropriate record of such action shall be certified by the Corporate
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate contemplated by Section 2.1 setting
forth the terms of the series.

      The Securities may be printed, lithographed or fully or partly engraved.

      The Trustee's certificate of authentication shall be in substantially the
following form:

      "This is one of the Securities, of the series designated therein, referred
to in the within-mentioned Indenture.

                                    THE CHASE MANHATTAN BANK, as
                                    Trustee

                                    By:   _____________________________
                                          Authorized Officer"

      If Securities of a series are issuable in global form, as specified
pursuant to Section 2.1, then, notwithstanding clause (g) of Section 2.1 and the
provisions of Section 2.3, such Security shall represent such amount of the
outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of outstanding Securities of such series represented thereby may from time to
time be increased or reduced to reflect exchanges or transfers (in any event,
not to exceed the aggregate principal amount authorized from time to time
pursuant to Section 2.1). Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such person or persons as shall be specified in
such Security or by the Company. Subject to the provisions of Section 2.4
and, if applicable, Section 2.6, the Trustee shall deliver and redeliver any
Security in global form in the manner and upon written instructions given by
the person


                                       13
<PAGE>

or persons specified in such Security or by the Company. Any instructions by
the Company with respect to endorsement or delivery or redelivery of a
Security in global form after the original issuance of the Securities of such
series shall be in writing, and shall not be objected to in writing by the
Depositary, but need not comply with Section 15.4 and need not be accompanied
by an Opinion of Counsel.

      Unless otherwise specified pursuant to Section 2.1, payment of principal
of and any premium and any interest on any Security in global form shall be made
to the person or persons specified therein.

      The owners of beneficial interests in any global Security shall have no
rights under this Indenture with respect to any global Security held on their
behalf by a Depositary, and such Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the sole holder and
owner of such global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by a Depositary, or impair, as between a
Depositary and its participants in any global Security, the operation of
customary practices governing the exercise of the rights of a holder of a
Security of any series, including, without limitation, the granting of proxies
or other authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action that a holder
is entitled to give or take under this Indenture.

      Neither the Company, the Trustee nor any Authenticating Agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

      Each Depositary designated pursuant to Section 2.1 for a global Security
must, at the time of its designation and at all times while it serves as
Depositary, be a clearing agency registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and any other applicable statute or
regulation.

      2.3 DENOMINATIONS OF AND PAYMENT OF INTEREST ON SECURITIES. The Securities
of each series shall be issuable as fully registered Securities without coupons
in such denominations as shall be specified as contemplated by Section 2.1
(except as provided in Section 2.2 and Section 2.6). In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and integral multiples of
$1,000 in excess thereof.

      If the Securities of any series shall bear interest, each Security of such
series shall bear interest from the applicable date at the rate or rates per
annum, and such interest shall be payable on the dates, specified on, or
determined in the manner provided in, the Security. The person in whose name any
Security is registered at the close of business on any record date (as defined
below) for the Security with respect to any interest payment date for such
Security shall be entitled to receive the interest payable thereon on such
interest payment date notwithstanding the cancellation of such Security upon any


                                       14
<PAGE>

registration of transfer or exchange thereof subsequent to such record date and
prior to such interest payment date, unless such Security shall have been called
for redemption on a date fixed for redemption subsequent to such record date and
prior to such interest payment date or unless the Company shall default in the
payment of interest due on such interest payment date on such Security, in which
case such defaulted interest shall be paid to the person in whose name such
Security (or any Security or Securities issued upon registration of transfer or
exchange thereof) is registered at the close of business on the record date for
the payment of such defaulted interest, or except as otherwise specified as
contemplated by Section 2.1. The term "record date" as used in this Section with
respect to any regular interest payment date for any Security shall mean such
day or days as shall be specified as contemplated by Section 2.1; provided,
however, that in the absence of any such provisions with respect to any
Security, such term shall mean: (1) if such interest payment date is the first
day of a calendar month, the fifteenth day of the calendar month next preceding
such interest payment date; or (2) if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month;
provided, further, that (except as otherwise specified as contemplated by
Section 2.1) if the day which would be the record date as provided herein is not
a Business Day, then it shall mean the Business Day next preceding such day.
Such term, as used in this Section, with respect to the payment of any defaulted
interest on any Security shall mean (except as otherwise specified as
contemplated by Section 2.1) the fifth day next preceding the date fixed by the
Company for the payment of defaulted interest, established by notice given by
first class mail by or on behalf of the Company to the holder of such Security
not less than 10 days preceding such record date, or, if such fifth day is not a
Business Day, the Business Day next preceding such fifth day.

      2.4 EXECUTION OF SECURITIES. The Securities shall be signed on behalf of
the Company, manually or in facsimile, by its Chairman, or its Chief Executive
Officer, or its President, or any Vice President of the Company (whether or not
designated by a number or a word or words added before or after the title Vice
President), under its corporate seal and attested by its Treasurer or its
Controller or its Corporate Secretary which may be affixed thereto or printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such
Securities as shall bear thereon a certificate of authentication substantially
in the form recited herein, executed by or on behalf of the Trustee manually by
an authorized officer, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. Such certificate of authentication by the
Trustee upon any Security executed by the Company shall be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered
hereunder and that the holder is entitled to the benefits of this Indenture.
Typographical or other errors or defects in the seal or facsimile signature on
any Security or in the text thereof shall not affect the validity or
enforceability of such Security if it has been duly authenticated and delivered
by the Trustee.

      In case any officer of the Company who shall have signed any of the
Securities, manually or in facsimile, shall cease to be such officer before the
Securities so signed shall have been authenticated and delivered by the Trustee,
or disposed of by the Company, such Securities nevertheless may be authenticated
and delivered or disposed of as though the person who signed such Securities had
not ceased to be such officer of the



                                       15
<PAGE>

Company; and any Security may be signed on behalf of the Company, manually or in
facsimile, by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such officer.

      2.5 REGISTRATION, TRANSFER AND EXCHANGE OF SECURITIES. Securities of any
series (other than a global Security, except as set forth below) may be
exchanged for a like aggregate principal amount of Securities of the same series
of the same tenor and terms of other authorized denominations. Securities to be
exchanged shall be surrendered at the offices or agencies to be maintained by
the Company in accordance with the provisions of Section 4.2 and the Company
shall execute and the Trustee shall authenticate and deliver, or cause to be
authenticated and delivered, in exchange therefor the Security or Securities
which the Securityholder making the exchange shall be entitled to receive.

      The Company shall keep, at one of the offices or agencies to be maintained
by the Company in accordance with the provisions of Section 4.2 with respect to
the Securities of each series, a Register (the "Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall register the
Securities of such series and the transfer of Securities of such series as in
this Article provided. Such Register shall be in written form or in any other
form capable of being converted into written form within a reasonable time. At
all reasonable times the Register shall be open for inspection by the Trustee
and any registrar of the Securities of such series other than the Trustee. Upon
due presentment for registration of transfer of any Security of any series at
the offices or agencies of the Company to be maintained by the Company in
accordance with Section 4.2 with respect to the Securities of such series, the
Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Security or
Securities of the same series of like tenor and terms for a like aggregate
principal amount of authorized denominations.

      Every Security issued upon registration of transfer or exchange of
Securities pursuant to this Section shall be the valid obligation of the
Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Security or Securities surrendered upon registration of such
transfer or exchange.

      All Securities of any series presented or surrendered for exchange,
registration of transfer, redemption or payment shall, if so required by the
Company or any registrar of the Securities of such series, be accompanied by a
written instrument or instruments of transfer, in form satisfactory to the
Company and such registrar, duly executed by the registered holder or by his
attorney duly authorized in writing.

      No service charge shall be made for any exchange or registration of
transfer of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.

      Neither the Company nor the Trustee shall be required to exchange or
register the transfer of (a) any Securities of any series during a period
beginning at the opening of



                                       16
<PAGE>

business fifteen days before the day of the mailing of a notice of redemption of
outstanding Securities of such series and ending at the close of business on the
relevant redemption date, or (b) any Securities or portions thereof called or
selected for redemption, except, in the case of Securities called for redemption
in part, the portion thereof not so called for redemption.

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

      Notwithstanding the foregoing, except as otherwise specified pursuant to
Section 2.1, any global Security shall be exchangeable pursuant to this Section
only as provided in this paragraph. If at any time the Depositary for the
Securities of a series notifies the Company that it is unwilling or unable to
continue as Depositary for the Securities of such series, or if at any time the
Depositary for the Securities of such series shall cease to be a "clearing
agency" registered under the Exchange Act, the Company shall appoint a successor
Depositary with respect to the Securities of such series. If (a) a successor
Depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility (thereby automatically making the Company's election pursuant to
Section 2.1 no longer effective with respect to the Securities of such series),
(b) the beneficial owners of interests in a global Security are entitled to
exchange such interests for definitive Securities of such series and of the same
tenor and terms, as specified pursuant to Section 2.1, (c) there shall have
occurred and be continuing an Event of Default with respect to the Securities of
such series, or (d) the Company in its sole discretion determines that the
Securities of any series issued in the form of one or more global Securities
shall no longer be represented by such global Security or Securities, then
without unnecessary delay, but, if appropriate, in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such global Security, executed by the Company and
authenticated by the Trustee. On or after the earliest date on which such
interests are or may be so exchanged, such global Security shall be surrendered
by the Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities upon
payment by the beneficial owners of such interest, at the option of the Company,
of a service charge for such exchange and of a proportionate share of the cost
of printing such definitive Securities, and the Trustee shall authenticate and
deliver, (a) to each person specified by the Depositary in exchange for each
portion of such global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of the
same tenor and terms as the portion of such global Security to be exchanged, and
(b) to such Depositary a global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered global
security and the aggregate principal amount of definitive Securities delivered
to holders thereof; provided, however,



                                       17
<PAGE>

that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending on the relevant redemption date. If a Security is issued in
exchange for any portion of a global Security after the close of business at the
office or agency where such exchange occurs on (i) any record date and before
the opening of business at such office or agency on the relevant interest
payment date, or (ii) any record date for the payment of defaulted interest and
before the opening of business at such office or agency on the related proposed
date for payment of defaulted interest, then interest or defaulted interest, as
the case may be, will not be payable on such interest payment date or proposed
date for payment of defaulted interest, as the case may be, in respect of such
Security, but will be payable on such interest payment date or proposed date for
payment of defaulted interest, as the case may be, only to the person to whom
interest in respect of such portion of such global Security is payable in
accordance with the provisions of this Indenture and such global Security.

      2.6 TEMPORARY SECURITIES. Pending the preparation of definitive Securities
of any series, the Company may execute and the Trustee shall, upon the written
order of the Company, authenticate and deliver temporary Securities of such
series (printed or lithographed) of any denomination and substantially in the
form of the definitive Securities of such series, but with or without a recital
of specific redemption prices and with such omissions, insertions and variations
as may be appropriate for temporary Securities, all as may be determined by the
Company. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every such temporary Security shall be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee
definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the
offices or agencies to be maintained by the Company as provided in Section 4.2
with respect to the Securities of such series, and the Trustee shall, upon the
written order of the Company, authenticate and deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of such series. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated and delivered
hereunder.

      2.7 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. In case any temporary
or definitive Security shall become mutilated or be destroyed, lost or stolen,
the Company, in the case of any mutilated Security shall, and in the case of any
destroyed, lost or stolen Security in its discretion may, execute, and upon its
request the Trustee shall authenticate and deliver, or cause to be authenticated
and delivered, a new Security of the same series of like tenor and terms in
exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In case any such
Security shall have matured or shall be about to mature, instead of issuing a
substituted Security, the Company may pay or authorize payment of the same
(without surrender thereof, except in the case of a mutilated Security). In
every case the applicant for a substituted Security or for such payment shall
furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless,



                                       18
<PAGE>

and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security and deliver the same, or
the Trustee or any Paying Agent of the Company may make any such payment, upon
the written request or authorization of any officer of the Company. Upon the
issue of any substituted 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 reasonable expenses connected therewith
(including the fees and expenses of the Trustee).

      To the extent permitted by mandatory provisions of law, every substituted
Security issued pursuant to the provisions of this Section in substitution for
any destroyed, lost or stolen Security shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be found at any time, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder.

      To the full extent legally enforceable, all 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 Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute now existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
other securities without their surrender.

      2.8 CANCELLATION AND DESTRUCTION OF SURRENDERED SECURITIES. All Securities
surrendered for the purpose of payment, redemption, exchange, substitution or
registration of transfer, shall, if surrendered to the Company or any agent of
the Company or of the Trustee, be delivered to the Trustee, and the same,
together with Securities surrendered to the Trustee for cancellation, shall be
canceled by it, and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of canceled Securities in accordance with its customary procedures
and deliver a certificate of disposition thereof to the Company unless by an
Officers' Certificate, the Company shall direct that canceled Securities be
returned to it. If the Company shall purchase or otherwise acquire any of the
Securities, however, such purchase or acquisition shall not operate as a
payment, redemption or satisfaction of the indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee for cancellation.

      2.9 AUTHENTICATING AGENTS. The Trustee may from time to time appoint one
or more Authenticating Agents with respect to one or more series of Securities,
which shall be authorized to act on behalf of the Trustee and subject to its
direction in authenticating and delivering Securities of such series pursuant
hereto in connection with exchanges, registrations of transfer or redemptions,
as fully to all intents and purposes as though any such Authenticating Agent had
been expressly authorized to authenticate and deliver Securities of such series,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as though
authenticated by the Trustee. Wherever reference is made in this Indenture to
the



                                       19
<PAGE>

authentication or delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication or delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall at all times be a
corporation (including a banking association) organized and doing business under
the laws of the United States or any State or territory thereof or of the
District of Columbia, having a combined capital and surplus of at least fifty
million dollars ($50,000,000) authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal, state,
territorial, or District of Columbia authorities. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect herein specified in this
Section.

      Any corporation succeeding to the corporate agency business of an
Authenticating Agent shall continue to be an Authenticating Agent, if such
successor corporation is otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent or such successor corporation.

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

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

      Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have agreed with the Trustee that: it will perform and carry out the
duties of an Authenticating Agent as herein set forth, including among other
things the duties to authenticate and deliver Securities of any series for which
it has been appointed an Authenticating Agent when presented to it in connection
with exchanges, registrations of transfer or any redemptions thereof; it will
furnish from time to time as requested by the Trustee appropriate records of all
transactions carried out by it as Authenticating Agent and will furnish the
Trustee such other information and reports as the Trustee may reasonably
require; it is eligible for appointment as Authenticating Agent under this




                                       20
<PAGE>

Section and will notify the Trustee promptly if it shall cease to be so
qualified; and it will indemnify the Trustee against any loss, liability or
expense incurred by the Trustee and will defend any claim asserted against the
Trustee by reason of any acts or failures to act of the Authenticating Agent but
it shall have no liability for any action taken by it at the specific written
direction of the Trustee.

      2.10 DEFERRALS OF INTEREST PAYMENT DATES. If specified as contemplated by
Section 2.1 or Section 2.2 with respect to the Securities of a particular
series, so long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time during the term of such series, from
time to time to defer the payment of interest on such Securities for such period
or periods as may be specified as contemplated by Section 2.1 (each, an
"Extension Period") during which Extension Periods the Company shall have the
right to make partial payments of interest on any interest payment date. No
Extension Period shall end on a date other than an interest payment date or
extend beyond the Stated Maturity. At the end of any such Extension Period the
Company shall pay all interest then accrued and unpaid on the Securities
(together with Additional Interest or other interest thereon, if any, at the
rate specified for the Securities of such series to the extent permitted by
applicable law); provided, however, that no Extension Period shall extend beyond
the Stated Maturity of the principal of the Securities of such series; provided,
further, that during any such Extension Period, the Company shall not, and shall
not permit any Subsidiary of the Company to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any shares of the Company's Capital Stock (which includes
Common Stock and preferred stock), or (ii) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu with or junior in interest to
the Securities of such series or make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any Subsidiary of the
Company that by their terms rank pari passu with or junior in interest to the
Securities of such series (other than (a) dividends or distributions in Common
Stock; (b) any declaration of a dividend in connection with the
implementation of a Rights Plan, or the issuance of Capital Stock of the
Company under any Rights Plan, or the redemption or repurchase of any rights
distributed pursuant to a Rights Plan; (c) payments under any Energy East
Guarantee; and (d) purchases of Common Stock related to the issuance of
Common Stock or rights under the Company's dividend reinvestment plan or
under any of the Company's benefit plans for its directors, officers,
employees, consultants or advisors). Prior to the termination of any such
Extension Period, the Company may further extend the interest payment period,
provided that no Extension Period shall exceed the period or periods
specified in such Securities or extend beyond the Stated Maturity of the
principal of such Securities. Upon termination of any Extension Period and
upon the payment of all accrued and unpaid interest and any Additional Tax
Sums and Additional Interest then due on any interest payment date, the
Company may elect to begin a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof. The Company shall give the holders of the
Securities of such series and the Trustee notice of its election to begin or
extend any such Extension Period at least five Business Days prior to the
next succeeding interest payment date on which interest on Securities of such
series would be payable but for such deferral or, with respect to the

                                       21
<PAGE>

Securities of a series issued to an Energy East Trust so long as such Securities
are held by such Energy East Trust prior to the earlier of (i) the next
succeeding date on which Distributions on the Preferred Securities of such
Energy East Trust would be payable but for such deferral, or (ii) the date the
Property Trustee of such Energy East Trust is required to give notice to any
securities exchange or other applicable self-regulatory organization or to
holders of such Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than five Business Days
prior to such record date.

      The Trustee shall promptly give notice of the Company's election to begin
any such Extension Period to the holders of the outstanding Securities of such
series.

      2.11 RIGHT OF SET-OFF. With respect to the Securities of a series issued
to an Energy East Trust, notwithstanding anything to the contrary in this
Indenture (but subject to the last paragraph of Section 6.5), the Company shall
have the right to set off any payment it is otherwise required to make
thereunder in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, such
payment under the Energy East Guarantee relating to such Security or under
Section 6.5 of this Indenture.

      2.12 SHORTENING OR EXTENSION OF STATED MATURITY. If specified as
contemplated by Section 2.1 or Section 2.2 with respect to the Securities of a
particular series, the Company shall have the right to (i) shorten the Stated
Maturity of the principal of the Securities of such series at any time to any
date not earlier than the first date on which the Company has the right, if any,
to redeem the Securities of such series, and (ii) extend the Stated Maturity of
the principal of the Securities of such series at any time at its election for
one or more periods, but in no event to a date later than the 49th anniversary
of the first interest payment date following the Original Issue Date of the
Securities of such series; provided that, if the Company elects to exercise its
right to extend the Stated Maturity of the principal of the Securities of such
series pursuant to this clause (ii), at the time such election is made and at
the time of extension (A) the Company is not in bankruptcy, otherwise insolvent
or in liquidation, (B) the Company is not in default in the payment of any
interest or principal on such Securities, (C) in the case of any series of
Securities issued to an Energy East Trust, such Energy East Trust is not in
arrears on payments of Distributions on the Preferred Securities issued by such
Energy East Trust and no deferred Distributions are accumulated, and (D) such
Securities are rated not less than BBB- by Standard & Poor's Ratings Services or
Baa3 by Moody's Investors Service, Inc. or the equivalent by any other
nationally recognized statistical rating organization. In the event the Company
elects to shorten or extend the Stated Maturity of the Securities of a
particular series, it shall give notice to the Trustee (not less than 45 days
prior to the effectiveness thereof), and the Trustee shall give notice of such
shortening or extension to the holders not less than 30 nor more than 60 days
prior to the effectiveness thereof.

      2.13 AGREED TAX TREATMENT. Each Security issued hereunder shall provide
that the Company and, by its acceptance of a Security or a beneficial interest
therein, the holder of, and any Person that acquires a beneficial interest in,
such Security agree that



                                       22
<PAGE>

for United States federal, state and local tax purposes it is intended that such
Security constitute indebtedness.

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

                                   ARTICLE III
                            REDEMPTION OF SECURITIES

      3.1 APPLICABILITY OF ARTICLE. Securities of any series which are
redeemable prior to Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by Section 2.1 for
Securities of any series) in accordance with this Article.

      3.2 MAILING OF NOTICE OF REDEMPTION. In case the Company shall desire to
exercise any right to redeem all or, as the case may be, any part of the
Securities of any series pursuant to this Indenture, it shall give notice of
such redemption to holders of the Securities to be redeemed as hereinafter in
this Section provided.

      The Company covenants that it will pay to the Trustee or one or more
Paying Agents, by 11:00 a.m., New York City time, on the date of such
redemption, a sum in cash sufficient to redeem on the redemption date all the
Securities so called for redemption at the applicable redemption price, together
with any accrued interest on the Securities to be redeemed to but excluding the
date fixed for redemption.

      Notice of redemption shall be given to the holders of Securities to be
redeemed as a whole or in part by mailing by first class mail, postage prepaid,
a notice of such redemption not less than 20 nor more than 60 days prior to the
date fixed for redemption to their last addresses as they shall appear upon the
Register, but failure to give such notice by mailing in the manner herein
provided to the holder of any Security designated for redemption as a whole or
in part, or any defect therein, shall not affect the validity of the proceedings
for the redemption of any other Security.

      Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder
receives the notice.

      Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers) and specify the date fixed for redemption and
the redemption price at which Securities are to be redeemed (or if the
redemption price cannot be calculated prior to the time the notice is required
to be given, the manner of calculation



                                       23
<PAGE>

thereof), and shall state that payment of the redemption price of the Securities
or portions thereof to be redeemed will be made at any of the offices or
agencies to be maintained by the Company in accordance with the provisions of
Section 4.2 with respect to the Securities to be redeemed, upon presentation and
surrender of such Securities or portions thereof, and that, if applicable,
interest accrued to the date fixed for redemption will be paid as specified in
said notice and on and after said date interest thereon will cease to accrue.

      If less than all the Securities of any series are to be redeemed, the
notice of redemption to each holder shall specify such holder's Securities of
such series to be redeemed as a whole or in part. In case any Security is to be
redeemed in part only, the notice which relates to such Security shall state the
portion of the principal amount thereof to be redeemed (which shall be equal to
an authorized denomination for Securities of such series), and shall state that
on and after the redemption date, upon surrender of such Security, the holder
will receive the redemption price in respect to the principal amount thereof
called for redemption and, without charge, a new Security or Securities of the
same series of authorized denominations for the principal amount thereof
remaining unredeemed.

      In the case of any redemption at the election of the Company, the Company
shall, at least 45 days prior to the date fixed for redemption (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
redemption date, the basis for such redemption and of the principal amount of
Securities of the applicable series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or that is subject to
compliance with conditions provided in the terms of such Securities, the Company
shall furnish the Trustee with an Officers' Certificate evidencing compliance
with such restriction or conditions.

      If less than all the Securities of such series are to be redeemed,
thereupon the Trustee shall select, by lot, or in any manner it shall deem fair,
the Securities of such series to be redeemed as a whole or in part and shall
thereafter promptly notify the Company in writing of the particular Securities
of such series or portions thereof to be redeemed. If the Securities of any
series to be redeemed consist of Securities having different dates on which the
principal or any installment of principal is payable or different rates of
interest, if any, or different methods by which interest may be determined or
have any other different tenor or terms, then the Company may, by written notice
to the Trustee, direct that Securities of such series to be redeemed shall be
selected from among groups of such Securities having specified tenor or terms
and the Trustee shall thereafter select the particular Securities to be redeemed
in the manner set forth in the preceding sentence from among the group of such
Securities so specified.

      3.3 WHEN SECURITIES CALLED FOR REDEMPTION BECOME DUE AND PAYABLE. If the
giving of notice of redemption shall have been completed as above provided, the
Securities or portions of Securities specified in such notice shall become due
and payable on the date and at the place or places stated in such notice at the
applicable redemption price, together, if applicable, with any interest accrued
(including any Additional Interest



                                       24
<PAGE>

or other interest) to but excluding the date fixed for redemption, and on and
after such date fixed for redemption (unless the Company shall default in the
payment of such Securities at the applicable redemption price, together with any
interest accrued to the date fixed for redemption) any interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and, except as provided in Sections 7.5 and 12.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and any unpaid interest accrued to but excluding the date fixed for
redemption. On presentation and surrender of such Securities at said place of
payment in said notice specified, such Securities or portions thereof shall be
paid and redeemed by the Company at the applicable redemption price, together
with any interest accrued to but excluding the date fixed for redemption;
provided, however, that, except as otherwise specified as contemplated by
Section 2.1, any regular payment of interest becoming due on the date fixed for
redemption shall be payable to the holders of the Securities registered as such
on the relevant record date as provided in Article II hereof. Upon surrender of
any Security which is redeemed in part only, the Company shall execute and the
Trustee shall authenticate and deliver at the expense of the Company a new
Security of the same series of like tenor and terms of authorized denomination
in principal amount equal to the unredeemed portion of the Security so
surrendered; except that if a global Security is so surrendered, the Company
shall execute, and the Trustee shall authenticate and deliver to the Depositary
for such global Security, without service charge, a global Security in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the global Security so surrendered. If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid, bear interest from the date fixed for redemption at
the rate borne by or prescribed therefor in the Security, or, in the case of a
Security which does not bear interest, at the rate of interest set forth
therefor in the Security to the extent permitted by law.

                                   ARTICLE IV
                       PARTICULAR COVENANTS OF THE COMPANY

      The Company covenants as follows:

      4.1 PAYMENT OF PRINCIPAL OF AND INTEREST ON SECURITIES. The Company will
duly and punctually pay or cause to be paid the principal of and interest
(including any Additional Interest and/or Additional Tax Sums due thereon), if
any, on each of the Securities at the time and places and in the manner provided
herein and in the Securities. Except as otherwise specified as contemplated by
Section 2.1, if the Securities of any series bear interest, each installment of
interest on the Securities of such series may at the option of the Company be
paid (i) by mailing a check or checks for such interest payable to the Person
entitled thereto pursuant to Section 2.3 to the address of such person as it
appears on the Register of the Securities of such series or (ii) by transfer to
an account maintained by the Person entitled thereto as specified in the
Register of Securities, provided that proper transfer instructions have been
received by the record date.



                                       25
<PAGE>

      4.2 MAINTENANCE OF OFFICES OR AGENCIES FOR REGISTRATION OF TRANSFER,
EXCHANGE AND PAYMENT OF SECURITIES. So long as any of the Securities shall
remain outstanding, the Company will maintain an office or agency where the
Securities may be presented for registration, exchange and registration of
transfer as in this Indenture provided, and where notices and demands to or upon
the Company in respect of the Securities or of this Indenture may be served, and
where the Securities may be presented for payment. In case the Company shall
designate and maintain some office or agency other than the previously
designated office or agency, it shall give the Trustee prompt written notice
thereof. In case the Company shall fail to maintain any such office or agency or
shall fail to give such notice of the location or of any change in the location
thereof to the Trustee, presentations and demands may be made and notices may be
served at the principal office of the Trustee.

      In addition to such office or agency, the Company may from time to time
constitute and appoint one or more other offices or agencies for such purposes
with respect to Securities of any series, and one or more paying agents for the
payment of Securities of any series, in such cities or in one or more other
cities, and may from time to time rescind such appointments, as the Company may
deem desirable or expedient, and as to which the Company has notified the
Trustee.

      4.3 APPOINTMENT TO FILL A VACANCY IN THE 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 with respect to each series of Securities hereunder.

      4.4 DUTIES OF PAYING AGENT.

          (a) If the Company shall appoint a Paying Agent other than the Trustee
with respect to Securities of any series, it will cause such Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section and
Section 12.3,

              (i) that it will hold all sums held by it as such agent for the
      payment of the principal of or interest, if any, on the Securities of such
      series (whether such sums have been paid to it by the Company or by any
      other obligor on the Securities of such series) in trust for the benefit
      of the holders of the Securities of such series entitled to such principal
      or interest and will notify the Trustee of the receipt of sums to be so
      held,

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

              (iii) that it will at any time during the continuance of any Event
      of Default, upon the written request of the Trustee, deliver to the
      Trustee all sums so held in trust by it.



                                       26
<PAGE>

          (b) Whenever the Company shall have one or more Paying Agents with
respect to the Securities of any series, it will, prior to each due date of the
principal of or any interest on a Security of such series (except as provided in
Section 3.2), deposit with a Paying Agent of such series a sum sufficient to pay
the principal or interest so becoming due, such sum to be held in trust for the
benefit of the holders of Securities of such series entitled to such principal
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

          (c) If the Company shall act as its own Paying Agent with respect to
the Securities of any series, it will, on or before each due date of the
principal of or any interest on a Security of such series, set aside, segregate
and hold in trust for the benefit of the holder of such Security, a sum
sufficient to pay such principal or interest so becoming due and will notify the
Trustee of such action, or any failure by it or any other obligor on the
Securities of such series to take such action and will at any time during the
continuance of any Event of Default, upon the written request of the Trustee,
deliver to the Trustee all sums so held in trust by it.

          (d) Anything in this Section to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for such series by it, or any Paying Agent
hereunder, as required by this Section, such sums to be held by the Trustee upon
the trust herein contained.

          (e) Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 12.3 and 12.4.

      4.5 FURTHER ASSURANCES. From time to time whenever reasonably demanded by
the Trustee, the Company will make, execute and deliver or cause to be made,
executed and delivered any and all such further and other instruments and
assurances and take all such further action as may be reasonably necessary or
proper to carry out the intention of or to facilitate the performance of the
terms of this Indenture or to secure the rights and remedies hereunder of the
holders of the Securities of any series.

      4.6 OFFICERS' CERTIFICATE AS TO DEFAULTS; NOTICES OF CERTAIN DEFAULTS. The
Company will, so long as any of the Securities are outstanding, deliver to the
Trustee no later than 120 days after the end of each calendar year, beginning
with the year 2001, a certificate signed by the Company's principal executive
officer, principal financial officer or principal accounting officer stating
that a review has been made under his or her supervision of the activities of
the Company during such year and of the performance under this Indenture and, to
the best of his or her knowledge, the Company has complied with all conditions
and covenants under this Indenture throughout such calendar year, or if there
has been a default in the fulfillment of any such obligation, specifying each
such default known and the nature and status thereof. For purposes of this
Section, such compliance shall be determined without regard to any period of
grace or requirement of



                                       27
<PAGE>

notice provided under this Indenture. In addition, the Company shall give the
notice to the Trustee as and when required by the fourth paragraph of Section
14.1.

      4.7 WAIVER OF COVENANTS. The Company may omit in any particular instance
to comply with any covenant or condition specifically contained in this
Indenture for the benefit of one or more series of Securities, if before the
time for such compliance the holders of a majority in principal amount of the
Securities of all series affected (all series voting as one class) at the time
outstanding (determined as provided in Section 8.4) shall waive such compliance
in such instance, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

      4.8 ADDITIONAL TAX SUMS. In the case of the Securities of a series issued
to an Energy East Trust, so long as no Event of Default has occurred and is
continuing and except as otherwise specified as contemplated by Section 2.1 or
Section 2.2, in the event that (i) an Energy East Trust is the holder of all of
the Outstanding Securities of such series, (ii) a Tax Event in respect of such
Energy East Trust shall have occurred and be continuing and (iii) the Company
shall not have (a) redeemed the Securities of such series or (b) terminated such
Energy East Trust pursuant to the termination provisions of the related Trust
Agreement, the Company shall pay to such Energy East Trust (and any permitted
successor or assign under the related Trust Agreement) for so long as such
Energy East Trust (or its permitted successor or assignee) is the registered
holder of any Securities of such series, such additional amounts as may be
necessary in order that the amount of Distributions then due and payable by such
Energy East Trust on the related Preferred Securities and Common Securities that
at any time remain outstanding in accordance with the terms thereof shall not be
reduced as a result of any additional taxes, duties and other governmental
charges to which such Energy East Trust has become subject as a result of such
Tax Event (but not including withholding taxes imposed on holders of such
Preferred Securities and Common Securities) (the "Additional Tax Sums").
Whenever in this Indenture or the Securities there is a reference in any context
to the payment of principal of or interest on the Securities, such reference
shall be deemed to include payment of the Additional Tax Sums provided for in
this paragraph to the extent that, in such context, Additional Tax Sums are,
were or would be payable in respect thereof pursuant to the provisions of this
Section and express reference to the payment of Additional Tax Sums (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Tax Sums in those provisions hereof where such express reference is
not made; provided, however, that the deferral of the payment of interest
pursuant to Section 2.10 on the Securities shall not defer the payment of any
Additional Tax Sums that may be then due and payable.

      4.9 ADDITIONAL COVENANTS. The Company covenants and agrees with each
holder of Securities of a series issued to an Energy East Trust that it shall
not (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any shares of the
Company's Capital Stock (which includes Common Stock and preferred stock), or
(ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the



                                       28
<PAGE>

Company that rank on a parity with or junior to the Securities of such series or
make any guarantee payments with respect to any guarantee by the Company of debt
securities of any Subsidiary that by its terms ranks on a parity with or junior
to the Securities of such series (other than (a) dividends or distributions in
Common Stock; (b) any declaration of a dividend in connection with the
implementation of a Rights Plan, the issuance of any Capital Stock of the
Company under any Rights Plan or the redemption or repurchase of any rights
distributed pursuant to a Rights Plan; (c) payments under any Energy East
Guarantee; and (d) purchases of Common Stock related to the issuance of Common
Stock or rights under the Company's dividend reinvestment plan, or under any
of the Company's benefit plans for its directors, officers, employees,
consultants or advisors) if at such time (i) there shall have occurred any
event of which the Company has actual knowledge that (a) with the giving of
notice or the lapse of time or both, would constitute an Event of Default
hereunder and (b) in respect of which the Company shall not have taken
reasonable steps to cure, (ii) the Company shall be in default with respect to
its payment of any obligations under the related Energy East Guarantee or
(iii) the Company shall have given notice of its election to begin an
Extension Period as provided in Section 2.10 and shall not have rescinded such
notice, or such Extension Period, or any extension thereof, shall be
continuing.

      The Company also covenants with each holder of Securities of a series
issued to an Energy East Trust (i) to maintain directly or indirectly 100%
ownership of the Common Securities of such Energy East Trust; provided, however,
that any permitted successor or assignee of the Company hereunder may succeed to
the Company's ownership of such Common Securities, (ii) not to voluntarily
terminate, wind up or liquidate such Energy East Trust, except (a) in connection
with a prepayment in full of the Securities or a distribution of the Securities
of such series to the holders of Preferred Securities in liquidation of such
Energy East Trust or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the relevant Trust Agreement and (iii) to use its
reasonable efforts, consistent with the terms and provisions of such Trust
Agreement, to cause such Energy East Trust to remain classified as a grantor
trust and not an association taxable as a corporation for United States federal
income tax purposes.

      4.10 CALCULATION OF ORIGINAL ISSUE DISCOUNT. The Company shall file with
the Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on outstanding Securities as of the end of such year
and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

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

      5.1 COMPANY TO FURNISH TRUSTEE INFORMATION AS TO THE NAMES AND ADDRESSES
OF SECURITYHOLDERS. The Company covenants and agrees that it will furnish or


                                       29
<PAGE>

cause to be furnished to the Trustee, semiannually not more than 5 days after
each record date for payment of interest, and at such other times as the Trustee
may request in writing within 30 days after receipt by the Company of any such
request, a list in such form as the Trustee may reasonably require containing
all information in the possession or control of the Company, or any Paying Agent
or any registrar of the Securities of each series, other than the Trustee, as to
the names and addresses of the holders of Securities of such series obtained (in
the case of each list other than the first list) since the date as of which the
next previous list was furnished; provided, however, that if the Trustee shall
be the registrar of the Securities of such series, no such list need be
furnished; and provided further that the Company shall not be obligated to
provide such a list of Securityholders at any time the list of Securityholders
does not differ from the most recent list of Securityholders given to the
Trustee by the Company. Any such list may be dated as of a date not more than
fifteen days prior to the time such information is furnished or caused to be
furnished, and need not include information received after such date.

      5.2 TRUSTEE TO PRESERVE INFORMATION AS TO THE NAMES AND ADDRESSES OF
SECURITYHOLDERS RECEIVED BY IT. The Trustee shall comply with the obligations
imposed upon it pursuant to Section 312 of the Trust Indenture Act.

      Each and every holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Paying Agent nor any registrar shall be held accountable by reason of
the disclosure of any information as to the names and addresses of the holders
of Securities in accordance with Section 312(b) of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

      5.3 ANNUAL AND OTHER REPORTS TO BE FILED BY COMPANY WITH TRUSTEE.

          (a) The Company covenants and agrees to file with the Trustee within
fifteen days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be
required to file with the 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 it will file with
the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time in such
rules and regulations.

          (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents, and reports with
respect to



                                       30
<PAGE>

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 to the holders of
Securities within 30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in subsection (c) of Section 5.4 with respect
to reports pursuant to subsection (a) of said Section 5.4, 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) Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

      5.4 TRUSTEE TO TRANSMIT ANNUAL REPORT TO SECURITYHOLDERS.

          (a) Within 60 days after the first May 15 which occurs not less than
60 days following the first date of issuance of Securities of any series under
this Indenture and within 60 days after May 15 in every year thereafter, so long
as any Securities are outstanding hereunder, the Trustee shall transmit to the
Securityholders as hereinafter in this Section provided, a brief report dated as
of such May 15 with respect to any of the following events which may have
occurred within the previous twelve (12) months (but if no such event has
occurred within such period no report need be transmitted):

              (i) Any change to its eligibility under Section 7.9, and its
      qualifications under Section 7.8;

              (ii) The creation of or any material change to a relationship
      which, with the occurrence of an Event of Default, would create a
      conflicting interest within the meaning of the Trust Indenture Act;

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

              (iv) Any change to the amount, interest rate, and maturity date of
      all other indebtedness owing by the Company (or by any other obligor on
      the Securities) to the Trustee in its individual capacity, on the date of
      such report,



                                       31
<PAGE>

      with a brief description of any property held as collateral security
      therefor, except indebtedness based upon a creditor relationship arising
      in any manner described in paragraph (2), (3), (4), or (6) of subsection
      (b) of Section 311 of the Trust Indenture Act;

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

              (vi) Any additional issue of Securities which the Trustee has not
      previously reported to Securityholders; and

              (vii) Any action taken by the Trustee in the performance of its
      duties under this Indenture which it has not previously reported to
      Securityholders and which in its opinion materially affects the Securities
      of any series, except action in respect of a default, notice of which has
      been or is to be withheld by it in accordance with the provisions of
      Section 6.7.

          (b) The Trustee shall transmit to the Securityholders, as hereinafter
provided, a brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee (as such) since the date of the last
report transmitted pursuant to the provisions of subsection (a) of this Section
(or if such report has not yet been so transmitted, since the date of execution
of this Indenture), for the reimbursement of which it claims or may claim a lien
or charge prior to that of the Securities of any series on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances so remaining unpaid
aggregate not more than 10 percent of the principal amount of Securities of all
series outstanding as of the date of such report, such report to be transmitted
within 90 days after such time.

          (c) Reports pursuant to this Section shall be transmitted by mail to
all holders of Securities of any series, as the names and addresses of such
holders shall appear upon the Register of the Securities of such series.

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

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

      6.1 EVENTS OF DEFAULT DEFINED. The term "Event of Default" whenever used
herein with respect to Securities of any series shall mean any one of the
following events:



                                       32
<PAGE>

          (a) default in the payment of any installment of interest upon any of
the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 30 days (subject to the deferral
of any due date in the case of an Extension Period); or

          (b) default in the payment of all or any part of the principal of any
of the Securities of such series as and when the same shall become due and
payable whether upon Maturity, upon any redemption, by declaration or otherwise;
or

          (c) failure on the part of the Company duly to observe or perform any
other covenant or agreement (other than covenants to pay interest, principal and
premium, which are subject to subsections (a) and (b) above of this Section) on
the part of the Company in the Securities or in this Indenture (including any
supplemental indenture or pursuant to any Officers' Certificate as contemplated
by Section 2.1) which are for the benefit of the Securities of such series, for
a period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee, or to the Company and the Trustee by the holders
of not less than 25% in principal amount of the Securities of such series and
all other series so benefited (all series voting as one class) at the time
outstanding under this Indenture a written notice specifying such failure and
stating that such notice is a "Notice of Default" hereunder, unless the Trustee,
or the Trustee and the Holders of a principal amount of Securities of such
series not less than the principal amount of Securities the Holders of which
gave such notice, as the case may be, shall agree in writing to an extension of
such period prior to its expiration; provided, however, that the Trustee or the
Trustee and the Holders of such principal amount of Securities of such series,
as the case may be, shall be deemed to have agreed to an extension of such
period if corrective action is initiated by the Company within such period and
is being diligently pursued; or

          (d) the commencement by the Company of a voluntary case under Chapter
7 or Chapter 11 of the federal Bankruptcy Code or any other similar state or
federal law now or hereafter in effect, or the consent by the Company to the
entry of a decree or order for relief in an involuntary case under any such law,
or the consent by the Company to the appointment of or the taking possession by
a liquidating agent or committee, conservator or receiver for the Company or any
substantial part of its property, or the general assignment by the Company for
the benefit of its creditors, or the admission by the Company in writing of its
inability to pay its debts as they become due; or

          (e) the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Company in an involuntary case
under Chapter 7 or Chapter 11 of the federal Bankruptcy Code or any other
similar state or federal law now or hereafter in effect, and the continuance of
any such decree or order unstayed and in effect for a period of 60 days, or the
appointment of or the taking possession by a liquidating agent or committee,
conservator or receiver for the Company or any substantial part of its property,
and the continuance of any such appointment unstayed and in effect for a period
of 60 days.



                                       33
<PAGE>

      If an Event of Default shall have occurred and be continuing, unless the
principal of all the Securities shall have already become due and payable,
either the Trustee or (i) the holders of not less than 25% in principal amount
of all the then outstanding Securities of the series as to which such Event of
Default under clauses 6.1(a), 6.1(b) or 6.1(c) has occurred (each such series
voting as a separate class in the case of an Event of Default under clauses
6.1(a) or 6.1(b), and all such series voting as one class in the case of an
Event of Default under clauses 6.1(c)), or (ii) the holders of not less than 25%
in principal amount of all of the outstanding Securities in the case of an Event
of Default under clauses 6.1(d) or 6.1(e), by notice in writing to the Company
(and to the Trustee if given by Securityholders) may declare the principal
amount (or if Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) of all the Securities of such series in the case of an Event of Default
under clauses 6.1(a), 6.1(b) or 6.1(c) or of all the outstanding Securities in
the case of an Event of Default under clauses 6.1(d) or 6.1(e), in each case
together with any accrued interest, to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable; provided, however, that in the case of the Securities of a series
issued to an Energy East Trust, if upon an Event of Default, the Trustee or the
holders of at least 25% in principal amount of the outstanding Securities of
such series fail to declare the principal of all the Securities of that series
to be immediately due and payable, the holders of at least 25% in aggregate
liquidation amount of the corresponding series of Preferred Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee.

      The foregoing provisions, however, are subject to the condition that if,
at any time after the principal amount (or specified portion thereof) of the
Securities of any one or more series (or of all the Securities, as the case may
be) shall have been so declared due and payable, and before any judgment or
decree for the payment of moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series (or upon all the Securities, as the case may be) and
the principal of any and all Securities of such series (or of any and all the
Securities, as the case may be) which shall have become due otherwise than by
declaration (with interest on overdue installments of interest to the extent
permitted by law and on such principal at the rate or rates of interest borne
by, or prescribed therefor in, the Securities of each such series to the date of
such payment or deposit) and the amounts payable to the Trustee under Section
7.6, and any and all defaults under the Indenture with respect to Securities of
such series (or all Securities, as the case may be), other than the nonpayment
of principal of and any accrued interest on Securities of such series (or any
Securities, as the case may be) which shall have become due by declaration,
shall have been cured, remedied or waived as provided in Section 6.6, then and
in every such case the holders of a majority in principal amount of the
Securities of such series (or of all the Securities, as the case may be) then
outstanding and as to which such Event of Default has occurred (such series or
all series voting as one class, if more than one series are so entitled) by
written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences. In the case of Securities issued to an Energy
East Trust, should the holders of such Securities fail to annul such declaration
and waive such default, the holders of a majority in aggregate liquidation
preference of related Preferred Securities



                                       34
<PAGE>

shall have such right; but no such rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair any right consequent
thereon.

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

      6.2 COVENANT OF COMPANY TO PAY TO TRUSTEE WHOLE AMOUNT DUE ON SECURITIES
ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL. The Company covenants that (1)
in case default shall be made in the payment of any installment of interest on
any of the Securities of any series as and when the same shall become due and
payable, and such default shall have continued for a period of 30 days (subject
to the deferral of any due date in the case of an Extension Period), or (2) in
case default shall be made in the payment of all or any part of the principal of
any of the Securities of any series as and when the same shall become due and
payable, whether upon Maturity, upon any redemption, by 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 such series, the
whole amount that then shall have become due and payable on all such Securities
of such series for principal or interest, or both, as the case may be, with
interest upon the overdue principal and installments of interest (to the extent
permitted by law) at the rate or rates of interest borne by or prescribed
therefor in the Securities of such series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Trustee, its agents and
counsel, and any expenses or disbursements reasonably incurred, and all
reasonable advances made hereunder by the Trustee, its agents, attorneys and
counsel, except as a result of its negligence or bad faith.

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

      The Trustee shall be entitled and empowered, either in its own name or as
trustee of an express trust, or as attorney-in-fact for the holders of the
Securities of any series, or in any one or more of such capacities
(irrespective of whether the principal of the


                                       35
<PAGE>

Securities of such series shall then be due and payable, whether upon
Maturity, upon any redemption, by declaration or otherwise, and irrespective
of whether the Trustee shall have made any demand pursuant to the provisions
of this Section) to file and prove a claim or claims for the whole amount of
principal (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) and interest owing and unpaid in respect of the
Securities of such series and to file such other documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for reasonable compensation of the Trustee, its agents and counsel,
and for reimbursement of all expenses and disbursements reasonably incurred,
and all reasonable advances made hereunder by the Trustee, its agents and
counsel, except as a result of its negligence or bad faith) and of the
holders of the Securities of such series allowed in any equity receivership,
insolvency, bankruptcy, liquidation, arrangement, readjustment,
reorganization or any other judicial proceedings relative to the Company or
any other obligor on the Securities of such series or their creditors, or
their property. The Trustee is hereby irrevocably appointed (and the
successive respective holders of the Securities of each series by taking and
holding the same shall be conclusively deemed to have so appointed the
Trustee) the true and lawful attorney-in-fact of the respective holders of
the Securities of such series, with authority to make and file in the
respective names of the holders of the Securities of such series, or on
behalf of the holders of the Securities of such series as a class, any proof
of debt, amendment of proof of debt, claim, petition or other document in any
such proceeding and to receive payment of any sums becoming distributable on
account thereof, and to execute any such other papers and documents and to do
and perform any and all such acts and things for and on behalf of such
holders of the Securities of such series, as may be necessary or advisable in
the opinion of the Trustee in order to have the respective claims of the
Trustee and of the holders of the Securities of such series allowed in any
such proceeding, and to receive payment of or on account of such claims and
to distribute the same, and any receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the holders, to pay to the Trustee any amount due to it under
Section 7.6; provided, however, that nothing herein shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or
adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of such
series or the rights of any holder thereof, or to authorize the Trustee to
vote in respect of the claim of any holder of Securities of such series in
any such proceeding.

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



                                       36
<PAGE>

          6.3 APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys collected
by the Trustee pursuant to Section 6.2 shall be applied in the order following,
at the date or dates fixed by the Trustee for the distribution of such moneys,
upon presentation of the several Securities in respect of which moneys have been
collected, and stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:

      First: To the payment of reasonable costs and expenses of collection, and
      of all amounts payable to the Trustee under Section 7.6;

      Second: In case the principal of the outstanding Securities in respect of
      which moneys have been collected shall not have become due and be unpaid,
      to the payment of any unpaid interest on such Securities, in the order of
      the maturity of the installments of such interest, with interest upon the
      overdue installments of interest (so far as permitted by law and to the
      extent that such interest has been collected by the Trustee) at the rate
      or rates of interest borne by, or prescribed therefor in, such Securities,
      such payments to be made ratably to the persons entitled thereto, without
      discrimination or preference;

      Third: In case the principal of the outstanding Securities in respect of
      which such moneys have been collected shall have become due and be unpaid,
      whether upon Maturity, upon any redemption, by declaration or otherwise,
      to the payment of the whole amount then owing and unpaid upon such
      Securities for principal and interest, if any, with interest on the
      overdue principal and any installments of interest (so far as permitted by
      law and to the extent that such interest has been collected by the
      Trustee) at the rate or rates of interest borne by, or prescribed therefor
      in, such Securities; and in case such moneys shall be insufficient to pay
      in full the whole amount so due and unpaid upon such Securities, then to
      the payment of such principal and interest, without preference or priority
      of principal over interest, or of interest over principal, or of any
      installment of interest over any other installment of interest, or of any
      Security over any other Security, ratably to the aggregate of such unpaid
      principal and interest; and

      Fourth: To the payment of the remainder, if any, to the Company, its
      successors or assigns, or to whomsoever may be lawfully entitled to
      receive the same, or as a court of competent jurisdiction may direct.

      6.4 LIMITATION ON SUITS BY HOLDERS OF SECURITIES. 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
such holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof, as hereinbefore provided, and
unless also the holders of not less than a majority in principal amount of all
the Securities at the time outstanding (considered as one class) shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby,



                                       37
<PAGE>

and the Trustee, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 6.6; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security with every other taker and holder and the Trustee, that no one or more
holders of Securities shall have any right in any manner whatever 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. 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.

      Notwithstanding any other provisions in this Indenture, the right of any
holder of any Security to receive payment of the principal of and interest on
such Security, on or after the respective due dates expressed in such Security
(or, in the case of redemption on or after the date fixed for redemption), or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
holder.

      6.5 ON DEFAULT TRUSTEE MAY TAKE APPROPRIATE ACTION; DIRECT ACTION. 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 by suit in equity or by action at
law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.
Except as provided in the last paragraph of Section 2.7, 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 thereof
or 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, and
no delay or omission of the Trustee, of any holder of any of the Securities or
any holder of Preferred 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 8.4, every power
and remedy given by this Article or by law to the Trustee, to the
Securityholders or the holders of Preferred Securities may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee, by the
Securityholders or by the holders of Preferred Securities, as the case may be.

      In the case of Securities of a series issued to an Energy East Trust, any
holder of the corresponding series of Preferred Securities issued by such Energy
East Trust shall have the right, upon the occurrence of an Event of Default
described in Section 6.1(a) or



                                       38
<PAGE>

(b) above, to institute a suit directly against the Company (a "Direct Action")
for enforcement of payment to such holder of principal of (including premium, if
any) and interest (including any Additional Interest) on the Securities having a
principal amount equal to the aggregate liquidation amount of such Preferred
Securities of the corresponding series held by such holder. Notwithstanding any
payments made to a holder of such Preferred Securities by the Company pursuant
to a Direct Action initiated by such holder, the Company shall remain obligated
to pay the principal of or interest due on the Securities, and the Company shall
be subrogated to the rights of the holder of such Preferred Securities with
respect to payments on the Preferred Securities to the extent of any payments
made by the Company to such holder in any Direct Action.

      6.6 RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES TO
DIRECT TRUSTEE AND TO WAIVE DEFAULT. The holders of at least a majority in
principal amount of the Securities of any one or more series or of all the
Securities, as the case may be (voting as one class), at the time outstanding
(determined as provided in Section 8.4) 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 under this
Indenture with respect to such one or more series; provided, however, that
subject to Section 7.1, the Trustee shall have the right to decline to follow
any such direction if the Trustee being advised by Opinion of Counsel determines
that the action so directed may not lawfully be taken, or if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceedings so directed would be illegal or involve it in personal liability
or be unduly prejudicial to the rights of Securityholders of such one or more
series not parties to such direction, and provided further that nothing in this
Indenture shall impair the right of the Trustee to take any action deemed proper
by the Trustee and which is not inconsistent with such direction by such
Securityholders of such one or more series. The holders of at least a majority
in principal amount of the Securities of all series as to which an Event of
Default hereunder has occurred (all series voting as one class) at the time
outstanding (determined as provided in Section 8.4) and, in the case of any
Preferred Securities of a series issued to an Energy East Trust, the holders of
at least a majority in aggregate liquidation amount of the Preferred Securities
issued by such Energy East Trust, may waive any past default hereunder with
respect to such series and its consequences, except a default in the payment of
the principal of or interest on any of such Securities or Preferred Securities
or in respect of a covenant or provision hereof which under Article X cannot be
modified or amended without the consent of the holder of each Security so
affected. Upon any such waiver, such default shall cease to exist and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. Any such waiver shall be
deemed to be on behalf of the holders of all the Securities of such series or,
in the case of a waiver by holders of Preferred Securities issued by such Energy
East Trust, on behalf of all holders of Preferred Securities issued by such
Energy East Trust.

      6.7 TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, give to the
holders of the



                                       39
<PAGE>

Securities of such series in the manner and to the extent provided in subsection
(c) of Section 5.4 with respect to reports pursuant to subsection (a) of said
Section 5.4, notice of such default actually known to the Trustee unless such
default shall have been cured, remedied or waived before the giving of such
notice (the term "default" for the purposes of this Section being hereby defined
to be the events specified in clauses (c), (d) and (e) of Section 6.1 and
default in the payment of the principal of or interest on Securities of any
series, not including any periods of grace provided for therein, and
irrespective of the giving of written notice specified therein); provided,
however, that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the Board of Directors,
the executive committee, or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the holders of the Securities of such series.

      6.8 REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN SUITS UNDER THE
INDENTURE OR AGAINST THE TRUSTEE. All parties to this Indenture agree, and each
holder of any Security by his acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any holder of Securities of
any series, or group of such Securityholders, holding in the aggregate more than
10 percent in principal amount of all the Securities (all series considered as
one class) outstanding, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or interest on any Security, on
or after the due date expressed in such Security (or in the case of any
redemption, on or after the date fixed for redemption).

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

      7.1 UPON EVENT OF DEFAULT OCCURRING AND CONTINUING, TRUSTEE SHALL EXERCISE
POWERS VESTED IN IT, AND USE SAME DEGREE OF CARE AND SKILL IN THEIR EXERCISE, AS
A PRUDENT MAN WOULD USE. The Trustee, prior to the occurrence of an Event of
Default and after the curing, remedying or waiving of all Events of Default
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture. In case an Event of Default has
occurred (which has not been cured, remedied or waived) the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.



                                       40
<PAGE>

      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; provided, however, that

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

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

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

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

          (c) The Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the holders of Securities pursuant to Section 6.6 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;

          (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.1; and

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

      7.2 RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise provided in
Section 7.1:

          (a) The Trustee may rely and shall be fully protected in acting or
refraining from acting in good faith upon any resolution, certificate,
statement,



                                       41
<PAGE>

instrument, opinion, report, notice, request, direction, consent, order,
appraisal, bond, debenture, note, other evidence of indebtedness or other paper
or document reasonably believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties;

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

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

          (d) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Securityholders pursuant to this Indenture, unless such
Securityholders shall have offered to the Trustee such adequate security or
indemnity against the costs, expenses (including attorneys' fees and expenses)
and liabilities that might be incurred by it in complying with such request or
direction;

          (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, direction, consent, order, approval, bond,
debenture, note, other evidence of indebtedness or other paper or document,
unless requested in writing to do so by the holders of Securities pursuant to
Section 6.6, but the Trustee may make such further inquiry or investigation into
such facts or matters as it may see fit; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require adequate
indemnity against such costs, expenses or liabilities as a condition to so
proceeding; and provided further, that nothing in this subsection (f) shall
require the Trustee to give the Securityholders any notice other than that
required by Section 6.7. 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



                                       42
<PAGE>

agent or attorney appointed by it hereunder; provided, however, that the Trustee
shall be responsible for its own negligence or recklessness with respect to the
selection of any such agent or attorney;

          (h) The Trustee shall be under no responsibility for the approval by
it in good faith of any expert for any of the purposes expressed in this
Indenture; and

          (i) The Trustee shall not be deemed to have notice of any Event of
Default unless a Responsible Officer of the Trustee in its principal office has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the principal office of the Trustee
from the Company or any Securityholder, and such notice references the
Securities and this Indenture.

      7.3 TRUSTEE NOT LIABLE FOR RECITALS IN INDENTURE OR IN SECURITIES. The
recitals contained herein and in the Securities (other than the certificate of
authentication on the Securities) shall be taken as the statements of the
Company, and the Trustee does not assume any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of the proceeds of the
Securities of any series.

      7.4 MAY HOLD SECURITIES. The Trustee or any agent of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Section 7.8, with the same rights it would have if it were not
Trustee or such agent.

      7.5 MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST WITHOUT INTEREST.
Subject to the provisions of Section 12.4, 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 be under no
liability for interest on any moneys received by it hereunder.

      7.6 TRUSTEE ENTITLED TO COMPENSATION, REIMBURSEMENT AND INDEMNITY. The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation as shall be agreed to in writing
between the Company and the Trustee (which shall not be limited by any provision
of law in regard to the compensation of a trustee of any express trust), and,
the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in connection with the acceptance or administration of its trust under this
Indenture (including the reasonable compensation and the reasonable expenses
and disbursements of its agents and 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 each of the Trustee, any predecessor Trustee and their agents for,
and to hold them harmless against, any loss, liability or expense incurred
without negligence or bad faith on their part and arising out of or in
connection with the acceptance or

                                       43
<PAGE>

administration of this trust and performance of their duties hereunder,
including the reasonable costs and expenses (including reasonable fees and
disbursements of their counsel) of defending themselves against any claim or
liability in connection with the exercise or performance of any of the powers
or duties hereunder. The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee
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 Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal
of or interest, if any, on particular Securities.

      Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.1(d) or Section
6.1(e), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

      7.7 RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE WHERE NO OTHER
EVIDENCE SPECIFICALLY PRESCRIBED. Except as otherwise provided in Section 7.1,
whenever in the administration of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking,
suffering or omitting to take any action hereunder, the Trustee (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on its part, request and rely upon an
Officers' Certificate which, upon receipt of such request, shall be promptly
delivered by the Company.

      7.8 DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee has or shall
acquire any conflicting interest, within the meaning of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture.

      7.9 REQUIREMENTS FOR ELIGIBILITY OF TRUSTEE. There shall at all times be a
Trustee hereunder that is a corporation, organized and doing business under the
laws of the United States of America, any state thereof or the District of
Columbia, eligible under Sections 310(a)(1) and (5) of the Trust Indenture Act
to act as trustee under an indenture qualified under the Trust Indenture Act and
that has a combined capital and surplus (computed in accordance with Section
310(a)(2) of the Trust Indenture Act) of at least $50,000,000 subject to
supervision or examination by federal or state authority. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

      7.10 RESIGNATION AND REMOVAL OF TRUSTEE.


                                       44
<PAGE>

          (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Securities by
giving written notice of such resignation to the Company and by giving to the
holders of Securities of the applicable series notice thereof in the manner and
to the extent provided in subsection (c) of Section 5.4 with respect to reports
pursuant to subsection (a) of Section 5.4. Upon receiving such notice of
resignation and if the Company shall deem it appropriate evidence satisfactory
to it of such mailing, the Company shall promptly appoint a successor Trustee
with respect to the applicable series (it being understood that any successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and at any time there shall be only one Trustee with respect to the
Securities of any particular series) by written instrument, in duplicate,
executed pursuant to a Resolution of the Company, 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 with respect to
any series 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, or any
Securityholder who has been a bona fide holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions of
Section 6.8, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor Trustee. Such court may
thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor Trustee.

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

              (i) The Trustee shall fail to comply with Section 7.8 after
      written request therefor by the Company or by any Securityholder who has
      been a bona fide holder of a Security or Securities of the applicable
      series for at least six months, or

              (ii) The Trustee shall cease to be eligible in accordance with the
      provisions of Section 7.9 and shall fail to resign after written request
      therefor by the Company or by any such Securityholder, or

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

then, in any such case, the Company may remove the Trustee with respect to the
applicable series and appoint a successor Trustee with respect to the applicable
series by written instrument, in duplicate, executed pursuant to a Resolution of
the Company, 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 6.8, any Securityholder who has been a bona fide holder of a Security or
Securities of the applicable series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a



                                       45
<PAGE>

successor Trustee with respect to the applicable series. 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 principal amount of the Securities of
any one series voting as a separate class or all series voting as one class at
the time outstanding (determined as provided in Section 8.4) may at any time
remove the Trustee with respect to the applicable series or all series, as the
case may be, and appoint a successor Trustee with respect to the applicable
series or all series, as the case may be, by written instrument or instruments
signed by such holders or their attorneys-in-fact duly authorized, or by the
affidavits of the permanent chairman and permanent secretary of a meeting of the
Securityholders (as elected in accordance with Section 9.5) evidencing the vote
upon a resolution or resolutions submitted thereto with respect to such removal
and appointment (as provided in Article IX), and by delivery thereof to the
Trustee so removed, to the successor Trustee and to the Company.

          (d) Any resignation or removal of the Trustee and any appointment of a
successor Trustee 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.

      7.11 ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor Trustee with respect
to all series of Securities appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Company and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee with respect to all series 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
with respect to such series of its predecessor hereunder, with like effect as if
originally named as Trustee herein; but, on the written request of the Company
or of the successor Trustee, the Trustee ceasing to act shall, upon payment of
any amounts then due it pursuant to the provisions of Section 7.6, execute and
deliver an instrument transferring to such successor Trustee all the rights and
powers with respect to such series of the Trustee so ceasing to act. Upon the
request of any such successor Trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor Trustee all such rights and powers. Any Trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such Trustee or any successor Trustee to secure any amounts then due it
pursuant to the provisions of Section 7.6.

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



                                       46
<PAGE>

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

      No successor Trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor Trustee shall be qualified
under the provisions of Section 7.8 and eligible under the provisions of Section
7.9.

      Upon acceptance of appointment by a successor Trustee as provided in this
Section, the successor Trustee shall at the expense of the Company transmit
notice of the succession of such Trustee hereunder to the holders of Securities
of any applicable series in the manner and to the extent provided in subsection
(c) of Section 5.4 with respect to reports pursuant to subsection (a) of said
Section 5.4.

      7.12 SUCCESSOR TO TRUSTEE BY MERGER, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section 7.8
and eligible under the provisions of Section 7.9, 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 at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full



                                       47
<PAGE>

force which it is anywhere in the Securities or in this Indenture provided that
the certificate of the Trustee shall have; provided, however, that the right to
adopt the certificate of authentication of any predecessor Trustee or to
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

      7.13 LIMITATIONS ON PREFERENTIAL COLLECTION OF CLAIMS BY THE TRUSTEE. 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

      8.1 EVIDENCE OF ACTION BY SECURITYHOLDERS. Whenever in this Indenture it
is provided that the holders of a specified percentage in principal amount of
the Securities of any or all 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 at the time of taking any such action the
holders of such specified percentage have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by such
Securityholders in person or by agent or proxy appointed in writing, or (b) by
the record of such holders of Securities voting in favor thereof at any meeting
of such Securityholders duly called and held in accordance with the provisions
of Article IX, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.

      If there shall be more than one Trustee acting hereunder with respect to
separate series of Securities, such Trustees shall collaborate, if necessary, in
acting under Article IX and in determining whether the holders of a specified
percentage in principal amount of the Securities of any or all series have taken
any such action.

      8.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES.
Subject to the provisions of Sections 7.1, 7.2 and 9.5, proof of the execution
of any instrument by a Securityholder or his agent or proxy and proof of the
holding by any person of any of the Securities shall be sufficient if made in
the following manner:

      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.

      The ownership of Securities of any series shall be proved by the Register
of such Securities of such series, or by certificates of the Security registrar
thereof.

      The Trustee shall not be bound to recognize any person as a Securityholder
unless and until title to the Securities held by him is proved in the manner in
this Article VIII provided.



                                       48
<PAGE>

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

      The Trustee may accept such other proof or require such additional proof
of any matter referred to in this Section as it shall deem reasonable.

      8.3 WHO MAY BE DEEMED OWNERS OF SECURITIES. Prior to due presentment for
registration of transfer of any Security, the Company, the Trustee and any agent
of the Company or the Trustee may deem and treat the person in whose name such
Security shall be registered upon the Register of Securities of the series of
which such Security is a part as the absolute owner of such Security (whether or
not payments in respect of such Security shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for the purpose of receiving
payment of or an account of the principal of and interest, subject to Section
2.3, on such Security and for all other purposes; and neither the Company nor
the Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such holder for the
time being, or upon his order, shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

      8.4 SECURITIES OWNED BY COMPANY OR CONTROLLED OR CONTROLLING PERSONS
DISREGARDED FOR CERTAIN PURPOSES. In determining whether the holders of the
requisite principal amount of Securities have concurred in any demand,
direction, request, notice, vote, consent, waiver or other action under this
Indenture, Securities which are owned by the Company or any other obligor on the
Securities or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Securities shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, provided that for the purposes of determining
whether the Trustee shall be protected in relying on any such demand, direction,
request, notice, vote, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee assigned to its principal office actually
knows are so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as outstanding for the purposes of this
Section, if the pledgee shall establish to the satisfaction of the Trustee the
pledgee's right to vote such Securities and that the pledgee is not a person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. Upon request of the
Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the Company
to be owned or held by or for the account of the Company or any other obligor on
the Securities or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or any other
obligor on the Securities; and, subject to the provisions of Section 7.1, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Securities not
listed therein are outstanding for the purpose of any such determination.



                                       49
<PAGE>

      8.5 INSTRUMENTS EXECUTED BY SECURITYHOLDERS BIND FUTURE HOLDERS. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.1, of the taking of any action by the holders of the percentage in
principal amount of the Securities specified in this Indenture in connection
with such action, any holder of a Security which is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee at its principal office and upon
proof of holding as provided in Section 8.2, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the holder
of any Security and any direction, demand, request, notice, waiver, consent,
vote or other action of the holder of any Security which by any provisions of
this Indenture is required or permitted to be given shall be conclusive and
binding upon such holder and upon all future holders and owners of such
Security, and of any Security issued in lieu thereof or upon registration of
transfer thereof, irrespective of whether any notation in regard thereto is made
upon such Security. Any action taken by the holders of the percentage in
principal amount of the Securities of any or all series specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all of the Securities of such series
subject, however, to the provisions of Section 7.1.

                                   ARTICLE IX
                            SECURITYHOLDERS' MEETINGS

      9.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of holders of
Securities of any or all series may be called at any time and from time to time
pursuant to the provisions of this Article for any of the following purposes:

          (a) To give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to consent to the waiving of any default
hereunder and its consequences, or to take any other action authorized to be
taken by holders of Securities of any or all series, as the case may be,
pursuant to any of the provisions of Article VI;

          (b) To remove the Trustee and appoint a successor Trustee pursuant to
the provisions of Article VII;

          (c) To consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.2; or

          (d) To take any other action authorized to be taken by or on behalf of
the holders of any specified principal amount of the Securities of any or all
series, as the case may be, under any other provision of this Indenture or under
applicable law.

      9.2 MANNER OF CALLING MEETINGS. The Trustee may at any time call a meeting
of Securityholders to take any action specified in Section 9.1, to be held at
such time and at such place in the Borough of Manhattan, City of New York, as
the Trustee shall determine. Notice of every meeting of Securityholders setting
forth the time and place of



                                       50
<PAGE>

such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed not less than 15 nor more than 90 days prior to the
date fixed for the meeting.

      9.3 CALL OF MEETING BY COMPANY OR SECURITYHOLDERS. In case at any time the
Company, pursuant to a resolution of its Board of Directors, or the holders of
not less than 10 percent in principal amount of the Securities of any or all
series, as the case may be, then outstanding, shall have requested the Trustee
to call a meeting of holders of Securities of any or all series, as the case may
be, to take any action authorized in Section 9.1 by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or such holders of Securities in the
amount above specified may determine the time and place in the Borough of
Manhattan, City of New York for such meeting and may call such meeting to take
any action authorized in Section 9.1, by mailing notice thereof as provided in
Section 9.2.

      9.4 WHO MAY ATTEND AND VOTE AT MEETINGS. To be entitled to vote at any
meeting of Securityholders a person shall (a) be a holder of one or more
Securities with respect to which the meeting is being held, or (b) be a person
appointed by an instrument in writing as proxy by such holder of one or more
Securities. The only persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

      9.5 REGULATIONS MAY BE MADE BY TRUSTEE. Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Securityholders, in regard to proof
of the holding of Securities and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall think
fit. Except as otherwise permitted or required by any such regulations, the
holding of Securities shall be proved in the manner specified in Section 8.2 and
the appointment of any proxy shall be proved in the manner specified in said
Section 8.2; provided, however, that such regulations may provide that written
instruments appointing proxies regular on their face, may be presumed valid and
genuine without the proof hereinabove or in said Section 8.2 specified.

      The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 9.3, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

      Subject to the provisions of Section 8.4, at any meeting each
Securityholder or proxy shall be entitled to one vote for each $1,000 principal
amount of Securities held or represented by him, provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not outstanding and ruled by the



                                       51
<PAGE>

permanent chairman of the meeting to be not outstanding; provided, further, that
each holder of Original Issue Discount Securities shall be entitled to one vote
for each $1,000 amount which would be due upon acceleration of his Original
Issue Discount Security on the date of the meeting. Neither a temporary nor a
permanent chairman of the meeting shall have a right to vote other than by
virtue of Securities held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other Securityholders. Any
meeting of Securityholders duly called pursuant to the provisions of Section 9.2
or 9.3 may be adjourned from time to time, and the meeting may be held so
adjourned without further notice.

      At any meeting of Securityholders, the presence of persons holding or
representing Securities in principal amount sufficient to take action on the
business for the transaction of which such meeting was called shall constitute a
quorum, but, if less than a quorum is present, the person or persons holding or
representing a majority in principal amount of the Securities represented at the
meeting may adjourn such meeting with the same effect for all intents and
purposes, as though a quorum had been present.

      9.6 MANNER OF VOTING AT MEETINGS AND RECORD TO BE KEPT. The vote upon any
resolution submitted to any meeting of Securityholders shall be by written
ballots on which shall be subscribed the signatures of the holders of Securities
or of their representatives by proxy and the principal amount or principal
amounts of the Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the permanent secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
permanent secretary of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said notice
was mailed as provided in Section 9.2. The record shall show the principal
amount or principal amounts of the Securities voting in favor of, against, or
abstaining from voting on, any resolution. The record shall be signed and
verified by the affidavits of the permanent chairman and permanent secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

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

      9.7 EXERCISE OF RIGHTS OF TRUSTEE, SECURITYHOLDERS AND HOLDERS OF
PREFERRED SECURITIES NOT TO BE HINDERED OR DELAYED. Nothing in this Article
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Securityholders or any rights expressly or impliedly
conferred hereunder to make such call any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee, to the
Securityholders or the holders of Preferred Securities under any of the
provisions of this Indenture or of the Securities.



                                       52
<PAGE>

                                    ARTICLE X
                             SUPPLEMENTAL INDENTURES

      10.1 PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE ENTERED INTO
WITHOUT CONSENT OF SECURITYHOLDERS. Without the consent of any Securityholders
or any holders of Preferred Securities, the Company, when authorized by a
Resolution of the Company, and the Trustee may from time to time, and at any
time enter into an indenture or indentures supplemental hereto, in form
satisfactory to such Trustee (which shall comply with the provisions of the
Trust Indenture Act as then in effect), for one or more of the following
purposes:

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

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

           (c) To add or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons;

           (d) To change or eliminate any of the provisions of this Indenture;
provided, however, that any such change or elimination shall become effective
only when there is no Security of any series outstanding created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision;

           (e) To establish the form or terms of Securities of any series as
permitted by Section 2.1 and 2.2;

           (f) To cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provisions contained herein or in any supplemental
indenture, or to make such other provision in regard to matters or questions
arising under this Indenture or any



                                       53
<PAGE>

supplemental indenture; provided, however, that such action shall not adversely
affect the interest of the holders of Securities of any series in any material
respect or, in the case of the Securities of a series issued to an Energy East
Trust and for so long as any of the corresponding series of Preferred Securities
issued by such Energy East Trust shall remain outstanding, the holders of such
Preferred Securities;

           (g) To mortgage or pledge to the Trustee as security for the
Securities any property or assets which the Company may desire to mortgage or
pledge as security for the Securities; and

           (h) To qualify, or maintain the qualification of, the Indenture under
the Trust Indenture Act.

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

      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 Securities at the time outstanding, notwithstanding any of
the provisions of Section 10.2.

      10.2 MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN
PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in
Section 8.1) of the holders of not less than a majority in principal amount of
the Securities of all series at the time outstanding (determined as provided in
Section 8.4) affected by such supplemental indenture (voting as one class), the
Company, when authorized by a Resolution of the Company, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall be in conformity with 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 the
rights of the holders of the Securities of each such series; provided, however,
that no such supplemental indenture shall (i) change the fixed Maturity of any
Securities, or reduce the rate or extend the time of payment of any interest
thereon or on any overdue principal amount or reduce the principal amount
thereof, or change the provisions pursuant to which the rate of interest on any
Security is determined if such change could reduce the rate of interest thereon,
or reduce the minimum rate of interest thereon, or reduce any amount payable
upon any redemption or the maturity thereof, or make the principal thereof or
any interest thereon or on any overdue principal amount payable in any coin or
currency other than that provided in the Security, or reduce the principal of an
Original Issue Discount Security or any other Security which would be due and
payable upon a declaration of acceleration of Maturity thereof pursuant to
Section 6.1 without the consent of the holder of each Security so affected, (ii)
reduce the aforesaid percentage of Securities, the holders of which are required
to consent to any such supplemental



                                       54
<PAGE>

indenture without the consent of the holders of all Securities then outstanding,
(iii) modify any of the provisions of this Section, Section 4.7 or Section 6.6,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the holders of all Securities then outstanding or (iv) modify the provisions of
Article XIV with respect to the subordination of outstanding Securities of any
series in a manner adverse to the holders thereof without the consent of the
holder of each Security so affected; provided, however, that, in the case of the
Securities of a series issued to an Energy East Trust, so long as any of the
corresponding series of Preferred Securities issued by such Energy East Trust
remains outstanding, (i) no such amendment shall be made that adversely affects
the holders of such Preferred Securities in any material respect, and no
termination of this Indenture shall occur, and no waiver of any Event of Default
with respect to such series or compliance with any covenant with respect to such
series under this Indenture shall be effective, without the prior consent of the
holders of at least a majority of the aggregate liquidation amount of such
Preferred Securities then outstanding unless and until the principal (and
premium, if any) of the Securities of such series and all accrued and unpaid
interest (including any Additional Interest) thereon have been paid in full; and
(ii) no amendment shall be made to Section 6.5 of this Indenture that would
impair the rights of the holders of such Preferred Securities provided therein
or to this Indenture that requires the consent of each holder of the Securities
of such series without the prior consent of each holder of such Preferred
Securities then outstanding unless and until the principal (and premium, if any)
of the Securities of such series and all accrued and unpaid interest (including
any Additional Interest) thereon have been paid in full.

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

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

      It shall not be necessary for the consent of the Securityholders 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.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Company
shall



                                       55
<PAGE>

mail a notice to the holders of Securities of each series so affected, setting
forth in general terms the substance of such supplemental indenture. Any failure
of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.

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

      The Trustee shall be entitled to receive, and subject to the provisions of
Section 7.1 shall be entitled to rely upon, an Opinion of Counsel as conclusive
evidence that any such supplemental indenture complies with the provisions of
this Article.

      10.4 SECURITIES MAY BEAR NOTATION OF CHANGES BY SUPPLEMENTAL INDENTURES.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article, or after any action taken
at a Securityholders' meeting pursuant to Article IX, may bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental
indenture or as to any action taken at any such meeting. If the Company or the
Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors 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 Securities then outstanding.

      10.5 REVOCATION AND EFFECT OF CONSENTS. Subject to Section 8.5, until an
amendment, supplement, waiver or other action becomes effective, a consent to it
by a Securityholder of a Security is a continuing consent conclusive and binding
upon such Securityholder and every subsequent Securityholder of the same
Security or portion thereof, and of any Security issued upon the registration of
transfer thereof or in exchange therefor or in place thereof, even if notation
of the consent is not made on any such Security.

      The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Securityholders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the
preceding paragraph, those Persons who were Securityholders at such record date
(or their duly designated proxies), and only such Persons, shall be entitled to
consent or revoke such consent to such amendment, supplement or waiver, whether
or not such Persons continue to be Securityholders after such record date. No
such consent shall be valid or effective for more than 180 days after such
record date.



                                       56
<PAGE>

      After an amendment, supplement, waiver or other action becomes effective,
it shall bind every Securityholder.

      10.6 CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust
Indenture Act.

                                   ARTICLE XI
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      11.1 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The Company
covenants that it will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any Person unless (i)
either the Company shall be the continuing corporation, or the successor
corporation (if other than the Company) shall be a corporation organized and
existing under the laws of the United States of America or any state or the
District of Columbia and such corporation shall expressly assume the due and
punctual payment of the principal of and interest on all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Company by supplemental indenture in form satisfactory to the Trustee, executed
and delivered to the Trustee by such corporation, (ii) the Company or such
successor corporation, as the case may be, shall not, immediately after such
merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition, and (iii) in the case of
Securities of a series issued to an Energy East Trust, such consolidation,
merger, sale or conveyance is permitted under the relevant Trust Agreement and
Energy East Guarantee and does not give rise to any breach or violation of such
Trust Agreement or Energy East Guarantee.

      11.2 SUCCESSOR CORPORATION SUBSTITUTED. In case of any such consolidation,
merger, sale or conveyance and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party of
the first part. Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company, any or all of
the Securities issuable hereunder which theretofore shall not have been
delivered to the Trustee; and upon the order of such successor corporation,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee, and any Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee.
All the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.



                                       57
<PAGE>

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

      11.3 OPINION OF COUNSEL TO TRUSTEE. The Trustee shall be entitled to
receive, and subject to the provisions of Section 7.1 shall be entitled to rely
upon, an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale or conveyance and any such assumption, complies with the provisions
of this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

                                   ARTICLE XII
            SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS

      12.1 SATISFACTION AND DISCHARGE OF INDENTURE. If (a) the Company shall
deliver to the Trustee for cancellation all Securities of any series theretofore
authenticated (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.7 and Securities for whose payment money has theretofore been
deposited in trust by the Company and thereafter repaid to the Company, as
provided in Section 12.4) and not theretofore canceled, or (b) all the
Securities of such series not theretofore canceled or delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and the Company shall deposit with the Trustee as trust funds the
entire amount sufficient to pay at Maturity or upon redemption all of such
Securities not theretofore canceled or delivered to the Trustee for
cancellation, including principal and any interest due or to become due to such
date of Maturity or redemption date, as the case may be, and if in either case
the Company shall also pay or cause to be paid all other sums payable hereunder
by the Company with respect to Securities of such series, then this Indenture
shall cease to be of further effect with respect to Securities of such series,
(except as to (i) remaining rights of registration of transfer, substitution and
exchange and the Company's right of optional redemption of Securities of such
series, (ii) rights hereunder of holders to receive payments of principal of,
and any interest on, the Securities of such series, and other rights, duties and
obligations of the holders of Securities of such series as beneficiaries hereof
with respect to the amounts, if any, so deposited with the Trustee, and (iii)
the rights, obligations and immunities of the Trustee hereunder), 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. The Company hereby agrees to compensate the Trustee for any
services thereafter reasonably and properly rendered and to reimburse the
Trustee for any costs or expenses theretofore and thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Securities of such series.



                                       58
<PAGE>

      Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Securities of any or all series, the obligations of the Company
to the Trustee under Section 7.6 shall survive.

      12.2 APPLICATION BY THE TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
SECURITIES. Subject to Section 12.4, all moneys deposited with the Trustee
pursuant to Section 12.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), to the holders of the particular Securities of
such series, for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest.

      12.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection with the
satisfaction and discharge of this Indenture with respect to Securities of any
series, all moneys with respect to Securities of such series 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.

      12.4 REPAYMENT OF MONEYS HELD BY TRUSTEE. Any moneys deposited with the
Trustee or any Paying Agent for the payment of the principal of or any interest
on any Securities of any series and not applied but remaining unclaimed by the
holders of Securities of such series for two years after the date upon which
such payment shall have become due and payable, shall, at the request of the
Company, be repaid to the Company by the Trustee or by such Paying Agent; and
the holder of any of the Securities of such series entitled to receive such
payment shall thereafter look only to the Company for the payment thereof;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once a week for two successive weeks (in each case on any day of the
week) in an Authorized Newspaper, or mailed to the registered holders thereof, a
notice that said moneys have not been so applied and that after a date named
therein any unclaimed balance of said money then remaining will be returned to
the Company.

                                  ARTICLE XIII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

      13.1 INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES OF
COMPANY EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Security, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer, director or employee, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company, 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 personal



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liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers, directors or employees, as such, of the
Company or any 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 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, director or employee, 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 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 issue of
such Securities.

                                   ARTICLE XIV
                           SUBORDINATION OF SECURITIES

      14.1 AGREEMENT TO SUBORDINATE. The Company, for itself, its successors and
assigns, covenants and agrees, and each holder of a Security of any series
likewise covenants and agrees by his acceptance thereof, that the obligation of
the Company to make any payment on account of the principal of and interest on
each and all of the Securities of any series shall be subordinate and junior in
right of payment to the Company's obligations to the holders of Senior
Indebtedness of the Company.

      In the case of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshaling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Company as a whole, whether voluntary or involuntary, all obligations of the
Company to holders of Senior Indebtedness of the Company shall be entitled to be
paid in full before any payment shall be made on account of the principal of or
interest on any of the Securities. In the event of any such proceeding, after
payment in full of all sums owing with respect to Senior Indebtedness of the
Company, the holders of the Securities of each series, together with the holders
of any obligations of the Company ranking on a parity with the Securities, shall
be entitled to be paid from the remaining assets of the Company the amounts at
the time due and owing on account of unpaid principal of and interest on the
Securities of any series before any payment or other distribution, whether in
cash, property or otherwise, shall be made on account of any capital stock or
any obligations of the Company ranking junior to the Securities. In addition, in
the event of any such proceeding, if any payment or distribution of assets of
the Company of any kind or character whether in cash, property or securities,
including any such payment or distribution which may be payable or deliverable
by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities of any series shall be received by
the Trustee or the holders of the Securities of any series before all Senior
Indebtedness of the Company is paid in full, such payment or distribution shall,
except as provided in Section 14.4, be held in trust for the benefit of and
shall be paid over to the holders of such Senior Indebtedness of the Company or
their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior



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Indebtedness of the Company may have been issued, ratably, for application to
the payment of all Senior Indebtedness of the Company remaining unpaid until all
such Senior Indebtedness of the Company shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness of the Company. The obligations of the Company in respect of
the Securities of all series shall rank on a parity with any obligations of the
Company ranking on a parity with the Securities. Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
7.6.

      The subordination provisions of the foregoing paragraph and Section 14.9
shall not be applicable to amounts at the time due and owing on the Securities
of any series on account of the unpaid principal of or interest on the
Securities of such series for the payment of which funds have been deposited in
trust with the Trustee or any Paying Agent or have been set aside by the Company
in trust in accordance with the provisions of this Indenture; nor shall such
provisions impair any rights, interests, or powers of any secured creditor of
the Company in respect of any security the creation of which is not prohibited
by the provisions of this Indenture.

      The Company shall give written notice to the Trustee within 10 Business
Days after the occurrence of (i) any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshaling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Company as a whole, whether voluntary or involuntary, (ii) any Event of Default
described in 6.1(d) or 6.1(e), or (iii) any event specified in Section 14.9. The
Trustee, subject to the provisions of Section 7.1, shall be entitled to assume
that, and may act as if, no such event referred to in the preceding sentence has
occurred unless a Responsible Officer of the Trustee assigned to the Trustee's
corporate trust department has received at the principal office of the Trustee
from the Company or any one or more holders of Senior Indebtedness of the
Company or any trustee or representative therefor (who shall have been certified
or otherwise established to the satisfaction of the Trustee to be such a holder
or trustee or representative) written notice thereof. Upon any distribution of
assets of the Company referred to in this Article, the Trustee and holders of
the Securities of each series shall be entitled to rely upon any order or decree
of a court of competent jurisdiction in which proceedings relating to any event
specified in the first sentence of this paragraph are pending for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon, and all other facts
pertinent thereto or to this Article, and the Trustee, subject to the provisions
of Article VII, and the holders of the Securities of each series shall be
entitled to rely upon a certificate of the liquidating trustee or agent or other
person making any distribution to the Trustee or to the holders of the
Securities of each series for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of the Senior Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article.
In the absence of any such liquidating trustee, agent or other person, the
Trustee shall be entitled to rely upon a written notice by a Person representing
himself to be a holder of Senior Indebtedness of the Company (or a trustee or
representative on behalf of



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<PAGE>

such holder) as evidence that such Person is a holder of such Senior
Indebtedness (or is such a trustee or representative). In the event that the
Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person, as a holder of Senior Indebtedness of the
Company, to participate in any payment or distribution pursuant to this Article,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, as to the extent to which such Person is entitled to participation
in such payment or distribution, and as to other facts pertinent to the rights
of such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

      14.2 OBLIGATION OF THE COMPANY UNCONDITIONAL. Nothing contained in this
Article or elsewhere in this Indenture is intended to or shall impair, as
between the Company and the holders of the Securities of each series, the
obligation of the Company, which is absolute and unconditional, to pay to such
holders the principal of and interest on such Securities of each series when,
where and as the same shall become due and payable, all in accordance with the
terms of such Securities, or is intended to or shall affect the relative rights
of such holders and creditors of the Company other than the holders of the
Senior Indebtedness of the Company, nor shall anything herein or therein prevent
the Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness of the
Company in respect of cash, property, or securities of the Company received upon
the exercise of any such remedy.

      14.3 LIMITATIONS ON DUTIES TO HOLDERS OF SENIOR INDEBTEDNESS OF THE
COMPANY. With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness of
the Company shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of the Company, except with respect to moneys held in trust
pursuant to the second paragraph of Section 14.1.

      14.4 NOTICE TO TRUSTEE OF FACTS PROHIBITING PAYMENT. Notwithstanding any
of the provisions of this Article or any other provisions of this Indenture, the
Trustee shall not at any time be charged with knowledge of the existence of any
facts which would prohibit the making of any payment of moneys to or by the
Trustee unless and until a Responsible Officer of the Trustee assigned to its
corporate trust department shall have received at the principal office of the
Trustee written notice thereof from the Company or from one or more holders of
Senior Indebtedness of the Company or from any trustee therefor or
representative thereof who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such a holder or
trustee or representative; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that, if prior
to the fifth Business Day preceding the



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<PAGE>

date upon which by the terms hereof any such moneys may become payable for any
purpose, or in the event of the execution of an instrument pursuant to Section
12.1 acknowledging satisfaction and discharge of this Indenture, then if prior
to the second Business Day preceding the date of such execution, the Trustee
shall not have received with respect to such moneys the notice provided for in
this Section, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such moneys and/or
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such date; provided, however, no such application shall affect the obligations
under this Article of the Persons receiving such moneys from the Trustee.

      14.5 APPLICATION BY TRUSTEE OF MONEYS DEPOSITED WITH IT. Anything in this
Indenture to the contrary notwithstanding, any deposit of moneys by the Company
with the Trustee or any agent (whether or not in trust) for any payment of the
principal of or interest on any Securities shall, except as provided in Section
14.4, be subject to the provisions of Sections 14.1 and 14.9.

      14.6 SUBROGATION. Subject to the payment in full of all Senior
Indebtedness of the Company, the holders of the Securities of each series shall
be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of assets of the Company applicable to such
Senior Indebtedness until the Securities shall be paid in full, and none of the
payments or distributions to the holders of such Senior Indebtedness to which
the holders of the Securities of any series or the Trustee would be entitled
except for the provisions of this Article or of payments over pursuant to the
provisions of this Article to the holders of such Senior Indebtedness by the
holders of such Securities or the Trustee shall, as among the Company, its
creditors other than the holders of such Senior Indebtedness, and the holders of
such Securities, be deemed to be a payment by the Company to or on account of
such Senior Indebtedness; it being understood that the provisions of this
Article are and are intended solely for the purpose of defining the relative
rights of the holders of such Securities, on the one hand, and the holders of
the Senior Indebtedness of the Company, on the other hand.

      14.7 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF COMPANY OR
HOLDERS OF SENIOR INDEBTEDNESS OF THE COMPANY. No right of any present or future
holders of any Senior Indebtedness of the Company to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof with which any such holder may have or be otherwise charged.
The holders of Senior Indebtedness of the Company may, at any time or from time
to time and in their absolute discretion, change the manner, place or terms of
payment, change or extend the time of payment of, or renew or alter, any such
Senior Indebtedness of the Company, or amend or supplement any instrument
pursuant to which any such Senior Indebtedness of the Company is issued or by
which it may be secured, or release any security therefor, or exercise or
refrain from exercising any other of their rights under the Senior Indebtedness
of the Company including, without limitation, the waiver of default thereunder,
all without notice to or



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<PAGE>

assent from the holders of the Securities of each series or the Trustee and
without affecting the obligations of the Company, the Trustee or the holders of
such Securities under this Article.

      14.8 AUTHORIZATION OF TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES.
Each holder of a Security of any series, by his acceptance thereof, authorizes
and expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of such
Securities and the holders of Senior Indebtedness of the Company, the
subordination provided in this Article. If, in the event of any proceeding or
other action relating to the Company referred to in the second paragraph of
Section 14.1, a proper claim or proof of debt in the form required in such
proceeding or action is not filed by or on behalf of the holders of the
Securities of any series prior to fifteen days before the expiration of the time
to file such claim or claims, then the holder or holders of Senior Indebtedness
of the Company shall have the right to file and are hereby authorized to file an
appropriate claim for and on behalf of the holders of such Securities.

      14.9 NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT. In the event and
during the continuation of any default in the payment of principal of or
interest on any Senior Indebtedness, or in the event that any event of default
with respect to any Senior Indebtedness shall have occurred and be continuing
and shall have resulted in such Senior Indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise have become due
and payable, unless and until such event of default shall have been cured,
waived or remedied or shall have ceased to exist and such acceleration shall
have been rescinded or annulled or all amounts due on such Senior Indebtedness
are paid in full in cash or other permitted consideration, or in the event any
judicial proceeding shall be pending with respect to any such default in payment
or such event or default (unless and until all amounts due on such Senior
Indebtedness are paid in full in cash or other permitted consideration), then no
payment or distribution of any kind or character, whether in cash, properties or
securities shall be made by the Company on account of principal of (or premium,
if any) or interest (including any Additional Interest) if any, on the
Securities or on account of the purchase or other acquisition of Securities by
the Company or any Subsidiary.

      In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the holder of any Security prohibited by the
foregoing provisions of this Section, and, except as provided in Section 14.4,
if such fact shall, at or prior to the time of such payment, have been made
known to the Trustee or, as the case may be, such holder, then and in such event
payment shall be paid over and delivered forthwith to the Company.

      14.10 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS OF THE COMPANY. The
Trustee shall be entitled to all of the rights set forth in this Article in
respect of any Senior Indebtedness of the Company at any time held by it in its
individual capacity to the same extent as any other holder of such Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.



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<PAGE>

      14.11 ARTICLE FOURTEEN NOT TO PREVENT DEFAULTS. The failure of the Company
to make a payment pursuant to the terms of Securities of any series by reason of
any provision in this Article shall not be construed as preventing the
occurrence of an Event of Default under this Indenture.

                                   ARTICLE XV
                            MISCELLANEOUS PROVISIONS

      15.1SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

      15.2 ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR CORPORATION VALID.
Any act or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or officer or officers of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer or officers of any corporation that shall at
the time be the lawful sole successor of the Company.

      15.3 REQUIRED NOTICES OR DEMANDS MAY BE SERVED BY MAIL. Any notice or
demand which by any provisions of this Indenture is required or permitted to be
given or served by the Trustee, by the holders of Securities or by the holders
of Preferred Securities to or on the Company may be given or served by
registered mail postage prepaid addressed (until another address is filed by the
Company with the Trustee for such purpose), as follows: Energy East Corporation,
P.O. Box 12904, Albany, New York 12212-2904, Attention: Treasurer. Any notice,
direction, request, demand, consent or waiver by the Company, by any
Securityholder or by any holder of a Preferred Security to or upon the Trustee
shall be deemed to have been sufficiently given, made or filed, for all
purposes, if given, made or filed in writing at the principal corporate trust
office of the Trustee, 450 West 33rd Street, New York, New York 10001,
Attention: Institutional Trust Services.

      15.4 OFFICERS' CERTIFICATE AND OPINION OF COUNSEL TO BE FURNISHED UPON
APPLICATIONS OR DEMANDS BY THE COMPANY. Except as otherwise expressly provided
in this Indenture, upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents or any of them is specifically required
by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this



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<PAGE>

Indenture, other than certificates provided pursuant to Section 4.6, 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.

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

      Any certificate, statement or opinion of an officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants, unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

      15.5 PAYMENTS DUE ON SATURDAY, SUNDAYS, AND HOLIDAYS. In any case where
the date of payment of interest on or principal of the Securities of any series
or the date fixed for any redemption of any Security of any series shall not be
a Business Day, then payment of interest or principal need not be made on such
date, but shall be made on the next succeeding Business Day with the same force
and effect as if made on the date fixed for the payment of interest on or
principal of the Security or the date fixed for any redemption of any Security
of such series, and no additional interest shall accrue for the period after
such date and before payment; except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such payment date or redemption date.

      15.6 PROVISIONS REQUIRED BY TRUST INDENTURE ACT TO CONTROL. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture which is required to be included in
this Indenture by



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<PAGE>

any of Sections 310 to 317, inclusive, of the Trust Indenture Act through
operation of Section 318 thereof, such required provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be. 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.

      15.7 INDENTURE AND SECURITIES TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. This Indenture and each Security shall be governed by
the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of said State (without regard to conflicts of laws
principles thereof).

      15.8 PROVISIONS OF THE INDENTURE AND SECURITIES FOR THE SOLE BENEFIT OF
THE PARTIES AND THE SECURITYHOLDERS. Nothing in this Indenture or in the
Securities, expressed or implied, shall give or be construed to give any person,
firm or corporation, other than the parties hereto, their successors and
assigns, the holders of the Securities, and the holders of any Senior
Indebtedness of the Company, any legal or equitable right, remedy or claim under
or in respect of this Indenture, or under any covenant, condition and provision
herein contained; all its covenants, conditions and provisions being for the
sole benefit of the parties hereto and their successors and assigns and of the
holders of the Securities and, to the extent expressly provided in Sections 4.9,
6.1, 6.5, 6.6, 9.7, 10.1 and 10.2, the holders of Preferred Securities.

      15.9 INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.

      15.10 SECURITIES IN FOREIGN CURRENCIES. Whenever this Indenture provides
for any action by, or any distribution to, holders of Securities denominated in
United States dollars and in any other currency, in the absence of any provision
to the contrary in the form of Security of any particular series, the relative
amount in respect of any Security denominated in a currency other than United
States dollars shall be treated for any such action or distribution as that
amount of United States dollars that could be obtained for such amount on such
reasonable basis of exchange and as of such date as the Company may specify in a
written notice to the Trustee.

      15.11 TABLE OF CONTENTS, HEADINGS, ETC. The Table of Contents and the
titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

      The Chase Manhattan Bank, the party of the second part, hereby accepts the
trusts in this Indenture declared and provided, upon the terms and conditions,
hereinabove set forth.



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<PAGE>




      IN WITNESS WHEREOF, ENERGY EAST CORPORATION, the party of the first part,
has caused this Indenture to be signed and acknowledged by its [ ], and THE
CHASE MANHATTAN BANK, the party of the second part, has caused this Indenture to
be signed and acknowledged by one of its [ ], all as of the day and year first
written above.

                                    ENERGY EAST CORPORATION

                                    By:   /s/
                                         -------------------------
                                    Name:  [               ]
                                    Title: [                  ]

                                    THE CHASE MANHATTAN BANK,
                                    as trustee

                                    By:   /s/
                                         -------------------------
                                    Name:  [               ]
                                    Title: [                  ]



                                       68