EXECUTION COPY

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                   THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

                                       TO

                               JPMORGAN CHASE BANK

                                                   as Trustee



                                    ---------



                                    Indenture
                         (For Unsecured Debt Securities)



                          Dated as of December 1, 2003





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<PAGE>

                               TABLE OF CONTENTS1


PARTIES.......................................................................1
RECITAL OF THE COMPANY........................................................1


                                  Article One
                                  -----------

            Definitions and Other Porvisions of General Application
            -------------------------------------------------------

Section 101       Definitions.................................................1
-----------       ------------
Section 102       Compliance Certificates and Opinions........................9
-----------       -------------------------------------
Section 103       Form of Documents Delivered to Trustee......................9
-----------       ---------------------------------------
Section 104       Acts of Holders............................................10
-----------       ----------------
Section 105       Notices, etc. to Trustee and Company.......................12
-----------       -------------------------------------
Section 106       Notice to Holders of Securities; Waiver....................13
-----------       ----------------------------------------
Section 107       Conflict with Trust Indenture Act..........................13
-----------       ----------------------------------
Section 108       Effect of Headings and Table of Contents...................13
-----------       -----------------------------------------
Section 109       Successors and Assigns.....................................13
-----------       -----------------------
Section 110       Severability Clause........................................13
-----------       --------------------
Section 111       Benefits of Indenture......................................13
-----------       ----------------------
Section 112       Governing Law..............................................14
-----------       --------------
Section 113       Legal Holidays.............................................14
-----------       ---------------


                                   Article Two
                                   -----------

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

Section 201       Forms Generally............................................14
-----------       ----------------
Section 202       Form of Trustee's Certificate of Authentication............14
-----------       -----------------------------------------------


                                  Article Three
                                  -------------

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

Section 301       Amount Unlimited; Issuable in Series.......................15
-----------       -------------------------------------
Section 302       Denominations..............................................18
-----------       --------------
Section 303       Execution, Authentication, Delivery and Dating.............18
-----------       -----------------------------------------------
------------------
1  Note:  This table of contents shall not, for any purpose, be deemed to be
   part of the Indenture.

                                       i

<PAGE>

Section 304       Temporary Securities.......................................21
-----------       ---------------------
Section 305       Registration, Registration of Transfer and Exchange........21
-----------       ----------------------------------------------------
Section 306       Mutilated, Destroyed, Lost and Stolen Securities...........22
-----------       -------------------------------------------------
Section 307       Payment of Interest; Interest Rights Preserved.............23
-----------       -----------------------------------------------
Section 308       Persons Deemed Owners......................................24
-----------       ----------------------
Section 309       Cancellation by Security Registrar.........................24
-----------       -----------------------------------
Section 310       Computation of Interest....................................25
-----------       ------------------------
Section 311       Payment to Be in Proper Currency...........................25
-----------       ---------------------------------
Section 312       Extension of Interest Payment..............................25
-----------       ------------------------------


                                  Article Four
                                  ------------

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

Section 401       Applicability of Article...................................25
-----------       -------------------------
Section 402       Election to Redeem; Notice to Trustee......................26
-----------       --------------------------------------
Section 403       Selection of Securities to Be Redeemed.....................26
-----------       ---------------------------------------
Section 404       Notice of Redemption.......................................26
-----------       ---------------------
Section 405       Securities Payable on Redemption Date......................28
-----------       --------------------------------------
Section 406       Securities Redeemed in Part................................28
-----------       ----------------------------


                                  Article Five
                                  ------------

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

Section 501       Applicability of Article...................................28
-----------       -------------------------
Section 502       Satisfaction of Sinking Fund Payments with Securities......29
-----------       ------------------------------------------------------
Section 503       Redemption of Securities for Sinking Fund..................29
-----------       ------------------------------------------


                                   Article Six
                                   -----------

                                    Covenants
                                    ---------

Section 601       Payment of Principal, Premium and Interest.................30
-----------       -------------------------------------------
Section 602       Maintenance of Office or Agency............................30
-----------       --------------------------------
Section 603       Money for Securities Payments to Be Held in Trust..........30
-----------       --------------------------------------------------
Section 604       Corporate Existence........................................32
-----------       --------------------
Section 605       Maintenance of Properties..................................32
-----------       --------------------------
Section 606       Annual Officer's Certificate as to Compliance..............32
-----------       ----------------------------------------------
Section 607       Waiver of Certain Covenants................................32
-----------       ----------------------------
Section 608       Limitation on Liens........................................32
-----------       --------------------
Section 609       Limitation on Sale and Lease-Back Transactions.............35
-----------       -----------------------------------------------

                                       ii

<PAGE>

                                  Article Seven
                                  -------------

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

Section 701       Satisfaction and Discharge of Securities...................35
-----------       -----------------------------------------
Section 702       Satisfaction and Discharge of Indenture....................38
-----------       ----------------------------------------
Section 703       Application of Trust Money.................................38
-----------       ---------------------------


                                  Article Eight
                                  -------------

                           Events of Default; Remedies
                           ---------------------------

Section 801       Events of Default..........................................39
-----------       ------------------
Section 802       Acceleration of Maturity; Rescission and Annulment.........40
-----------       ---------------------------------------------------
Section 803       Collection of Indebtedness and Suits for
                  Enforcement by Trustee.....................................41
-----------       ----------------------------------------
Section 804       Trustee May File Proofs of Claim...........................42
-----------       ---------------------------------
Section 805       Trustee May Enforce Claims Without Possession
                  of Securities..............................................42
-----------       ----------------------------------------------
Section 806       Application of Money Collected.............................42
-----------       -------------------------------
Section 807       Limitation on Suits........................................43
-----------       --------------------
Section 808       Unconditional Right of Holders to Receive Principal,
                  Premium and Interest.......................................43
-----------       ----------------------------------------------------
Section 809       Restoration of Rights and Remedies.........................44
-----------       -----------------------------------
Section 810       Rights and Remedies Cumulative.............................44
-----------       -------------------------------
Section 811       Delay or Omission Not Waiver...............................44
-----------       -----------------------------
Section 812       Control by Holders of Securities...........................44
-----------       ---------------------------------
Section 813       Waiver of Past Defaults....................................44
-----------       ------------------------
Section 814       Undertaking for Costs......................................45
-----------       ----------------------
Section 815       Waiver of Stay or Extension Laws...........................45
-----------       ---------------------------------


                                  Article Nine
                                  ------------

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

Section 901       Certain Duties and Responsibilities........................45
-----------       ------------------------------------
Section 902       Notice of Defaults.........................................47
-----------       -------------------
Section 903       Certain Rights of Trustee..................................47
-----------       --------------------------
Section 904       Not Responsible for Recitals or Issuance of Securities.....48
-----------       -------------------------------------------------------
Section 905       May Hold Securities........................................48
-----------       --------------------
Section 906       Money Held in Trust........................................48
-----------       --------------------

                                      iii

<PAGE>

Section 907       Compensation and Reimbursement.............................48
-----------       -------------------------------
Section 908       Disqualification; Conflicting Interests....................49
-----------       ----------------------------------------
Section 909       Corporate Trustee Required; Eligibility....................50
-----------       ----------------------------------------
Section 910       Resignation and Removal; Appointment of Successor..........50
-----------       --------------------------------------------------
Section 911       Acceptance of Appointment by Successor.....................52
-----------       ---------------------------------------
Section 912       Merger, Conversion, Consolidation or Succession to
                  Business                                                   53
-----------       ---------------------------------------------------
Section 913       Preferential Collection of Claims Against Company..........53
-----------       --------------------------------------------------
Section 914       Co-trustees and Separate Trustees..........................53
-----------       ----------------------------------
Section 915       Appointment of Authenticating Agent........................55
-----------       ------------------------------------


                                   Article Ten
                                   -----------

                Holders' Lists and Reports by Trustee and Company
                -------------------------------------------------

Section 1001      Lists of Holders...........................................56
------------      -----------------
Section 1002      Reports by Trustee and Company.............................57
------------      -------------------------------


                                 Article Eleven
                                 --------------

               Consolidation, Merger, Conveyance or Other Transfer
               ---------------------------------------------------

Section 1101      Company May Consolidate, etc. Only on Certain Terms........57
------------      ----------------------------------------------------
Section 1102      Successor Person Substituted...............................57
------------      -----------------------------


                                 Article Twelve
                                 --------------

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

Section 1201      Supplemental Indentures Without Consent of Holders.........58
------------      ---------------------------------------------------
Section 1202      Supplemental Indentures With Consent of Holders............59
------------      ------------------------------------------------
Section 1203      Execution of Supplemental Indentures.......................61
------------      -------------------------------------
Section 1204      Effect of Supplemental Indentures..........................61
------------      ----------------------------------
Section 1205      Conformity With Trust Indenture Act........................61
------------      ------------------------------------
Section 1206      Reference in Securities to Supplemental Indentures.........61
------------      ---------------------------------------------------
Section 1207      Modification Without Supplemental Indenture................61
------------      --------------------------------------------


                                Article Thirteen
                                ----------------

                   Meetings of Holders; Action Without Meeting
                   -------------------------------------------

Section 1301      Purposes for Which Meetings May Be Called..................62
------------      ------------------------------------------

                                       iv

<PAGE>

Section 1302      Call, Notice and Place of Meetings.........................62
------------      -----------------------------------
Section 1303      Persons Entitled to Vote at Meetings.......................62
------------      -------------------------------------
Section 1304      Quorum; Action.............................................63
------------      ---------------
Section 1305      Attendance at Meetings; Determination of Voting Rights;
                  Conduct and Adjournment of Meetings........................63
------------      --------------------------------------------------------
Section 1306      Counting Votes and Recording Action of Meetings............64
------------      ------------------------------------------------
Section 1307      Action Without Meeting.....................................65
------------      -----------------------


                                Article Fourteen
                                ----------------

         Immunity of Incorporators, Shareholders, Officers and Directors
         ---------------------------------------------------------------

Section 1401      Liability Solely Corporate.................................65
------------      ---------------------------

                                       v

<PAGE>


                   THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

           Reconciliation and tie between Trust Indenture Act of 1939
                   and Indenture, dated as of December 1, 2003

Trust Indenture Act Section                               Indenture Section

ss.310   (a)(1)........................................................909
         (a)(2)........................................................909
         (a)(3)........................................................914
         (a)(4).............................................Not Applicable
         (b)...........................................................908
         ..............................................................910
ss.311   (a)...........................................................913
         (b)...........................................................913
         (c)...........................................................913
ss.312   (a)..........................................................1001
         (b)..........................................................1001
         (c)..........................................................1001
ss.313   (a)..........................................................1002
         (b)..........................................................1002
         (c)..........................................................1002
ss.314   (a)..........................................................1002
         (a)(4)........................................................606
         (b)................................................Not Applicable
         (c)(1)........................................................102
         (c)(2)........................................................102
         (c)(3).............................................Not Applicable
         (d)................................................Not Applicable
         (e)...........................................................102
ss.315   (a)...........................................................901
         ..............................................................903
         (b)...........................................................902
         (c)...........................................................901
         (d)...........................................................901
         (e)...........................................................814
ss.316   (a)...........................................................812
         ..............................................................813
         (a)(1)(A).....................................................802
         ..............................................................812
         (a)(1)(B).....................................................813
         (a)(2).............................................Not Applicable
         (b)...........................................................808
ss.317   (a)(1)........................................................803
         (a)(2)........................................................804
         (b)...........................................................603
ss.318   (a)...........................................................107

                                       i

<PAGE>



         INDENTURE,  dated as of December 1, 2003 between THE CLEVELAND ELECTRIC
ILLUMINATING  COMPANY,  a corporation duly organized and existing under the laws
of the State of Ohio (herein called the "Company"),  having its principal office
                                         -------
at 76 South Main Street,  Akron,  Ohio  44308-1890,  and JPMORGAN  CHASE BANK, a
corporation duly organized and existing under the laws of the State of New York,
having its principal  corporate trust office at 4 New York Plaza,  New York, New
York, 10004, as Trustee (herein called the "Trustee").
                                            -------

                             RECITAL OF THE COMPANY

         The Company has duly  authorized  the  execution  and  delivery of this
Indenture  to  provide  for the  issuance  from  time  to time of its  unsecured
debentures,  notes  or  other  evidences  of  indebtedness  (herein  called  the
"Securities"), in an unlimited aggregate principal amount to be issued in one or
more  series  as  contemplated  herein;  and all  acts  necessary  to make  this
Indenture a valid agreement of the Company have been performed.

         For all  purposes  of this  Indenture,  except as  otherwise  expressly
provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article One of this Indenture.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For  and in  consideration  of the  premises  and the  purchase  of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and  proportionate  benefit  of all  Holders of the  Securities  or of any
series thereof, as follows:

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
             -------------------------------------------------------

Section 101     Definitions. For all purposes of this Indenture, except as
                -----------
otherwise expressly provided or unless the context otherwise requires:

         (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 terms used herein without  definition  which are defined in the
Trust Indenture Act, either directly or by reference therein,  have the meanings
assigned to them therein;

         (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting  principles in
the United States, 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 at the date of such  computation or, at
the election of the Company from time to time,  at the date of the execution and
delivery of this Indenture;  provided,  however,  that in determining  generally
                             ------------------
accepted accounting  principles applicable to the Company, the Company shall, to



<PAGE>

the  extent  required,   conform  to  any  order,  rule  or  regulation  of  any
administrative  agency,  regulatory  authority or other governmental body having
jurisdiction over the Company;

         (d) any  reference  herein to an "Article"  or  "Section"  refers to an
"Article" or "Section", as the case may be, of this Indenture; and

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

         "Act",  when used with  respect  to any Holder of a  Security,  has the
          ---
meaning specified in Section 104.

         "Affiliate" of any specified  Person means any other Person directly or
          ---------
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and policies of such Person,  directly or through one or
more  intermediaries,  whether  through the ownership of voting  securities,  by
contract  or  otherwise;  and the  terms  "controlling"  and  "controlled"  have
meanings correlative to the foregoing.

         "Authenticating  Agent" means any Person  (other than the Company or an
          ---------------------
Affiliate of the Company)  authorized by the Trustee  pursuant to Section 915 to
act on behalf of the Trustee to authenticate one or more series of Securities or
Tranches thereof.

         "Authorized Officer" means the Chairman of the Board, the Vice Chairman
          ------------------
of the Board, the President,  any Vice President,  the Treasurer,  any Assistant
Treasurer,  or any other officer or agent of the Company duly  authorized by the
Board of Directors to act in respect of matters relating to this Indenture.

         "Board of Directors" means either the board of directors of the Company
          ------------------
or any committee  thereof duly authorized to act in respect of matters  relating
to this Indenture.

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

         "Business  Day",  when used with  respect  to a Place of Payment or any
          -------------
other particular  location specified in the Securities or this Indenture,  means
any day,  other  than a  Saturday  or  Sunday,  which is not a day on which  the
Corporate Trust Office of the Trustee or banking institutions or trust companies
in such Place of Payment or other location are generally  authorized or required
by law,  regulation  or  executive  order to  remain  closed,  except  as may be
otherwise specified as contemplated by Section 301.

         "Capitalization"  means the total of all the following  items appearing
          --------------
on, or included in, the Company's  consolidated  balance sheet:  (i) liabilities
for  indebtedness  maturing  more  than  twelve  (12)  months  from  the date of
determination;   and  (ii)  common  stock,  preferred  stock,  Hybrid  Preferred

                                       2

<PAGE>

value, and retained earnings (however the foregoing may be designated), less, to
the extent not  otherwise  deducted,  the cost of shares of the capital stock of
the  Company  held  in  the  Company's  treasury.   Subject  to  the  foregoing,
capitalization  shall  be  determined  in  accordance  with  generally  accepted
accounting  principles and practices applicable to the type of business in which
the  Company is engaged and may be  determined  as of a date not more than sixty
(60) days prior to the  happening  of an event for which such  determination  is
being made.

         "Commission" means the Securities and Exchange Commission, as from time
          ----------
to time  constituted,  created  under the  Securities  Exchange Act of 1934,  as
amended,  or, if at any time after the date of  execution  and  delivery of this
Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust  Indenture  Act,  then the body, if any,  performing  such
duties at such time.

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

         "Company  Request" or "Company  Order" means a written request or order
          ----------------      --------------
signed in the name of the Company by an Authorized  Officer and delivered to the
Trustee.

         "Corporate  Trust  Office"  means the office of the Trustee at which at
          ------------------------
any  particular   time  its  corporate   trust  business  shall  be  principally
administered,  which  office  at the  date of  execution  and  delivery  of this
instrument is located at 4 New York Plaza, New York, New York 10004,  Attention:
Institutional Trust Services.

         "Corporation"  means  a  corporation,   association,  company,  limited
          -----------
liability  company,  partnership,  joint stock  company or business or statutory
trust.

         "Debt"  means any  outstanding  debt for money  borrowed  evidenced  by
          ----
notes, debentures, bonds or other securities.

         "Defaulted Interest" has the meaning specified in Section 307.
          ------------------

         "Discount  Security"  means any Security  which  provides for an amount
          ------------------
less than the principal  amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 802.

         "Dollar" or "$" means a dollar or other equivalent unit in such coin or
          ------      -
currency  of the  United  States as at the time  shall be legal  tender  for the
payment of public and private debts.

         "Eligible Obligations" means:
          --------------------

            (a) with respect to Securities  denominated  in Dollars,  Government
Obligations; or

                                       3

<PAGE>

            (b) with respect to Securities  denominated in a currency other than
Dollars or in a composite  currency,  such other  obligations  or instruments as
shall be specified with respect to such  Securities,  as contemplated by Section
301.

         "Event of Default" has the meaning specified in Section 801.
          ----------------

         "Governmental Authority" means the government of the United States or
          ----------------------
of any State or Territory thereof or of the District of Columbia or of any
county, municipality or other political subdivision of any of the foregoing, or
any department, agency, authority or other instrumentality of any of the
foregoing.

         "Government Obligations" means:
          ----------------------

            (a) direct  obligations  of, or  obligations  the  principal  of and
interest  on which are  unconditionally  guaranteed  by, the  United  States and
entitled to the benefit of the full faith and credit thereof; and

            (b)  certificates,  depositary  receipts or other  instruments which
evidence a direct  ownership  interest in  obligations  described  in clause (a)
above or in any specific interest or principal  payments due in respect thereof;
provided,  however,  that the custodian of such obligations or specific interest
------------------
or principal  payments  shall be a bank or trust company  (which may include the
Trustee  or any  Paying  Agent)  subject  to  Federal  or state  supervision  or
examination  with a combined  capital and surplus of at least  $50,000,000;  and
provided,  further,  that  except  as may be  otherwise  required  by law,  such
------------------
custodian  shall  be  obligated  to pay to the  holders  of  such  certificates,
depositary  receipts  or other  instruments  the full  amount  received  by such
custodian in respect of such  obligations or specific  payments and shall not be
permitted to make any deduction therefrom.

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

         "Hybrid  Preferred Securities" means any preferred securities issued by
          ----------------------------
a Hybrid  Preferred  Securities Subsidiary, where such preferred securities have
the following characteristics:

         (i) such Hybrid Preferred Securities Subsidiary lends substantially all
of the proceeds from the issuance of such  preferred  securities to the Company,
or a  wholly-owned  Subsidiary  of the  Company,  in exchange  for  Subordinated
Indebtedness issued by the Company;

         (ii) such preferred securities contain terms providing for the deferral
of interest payments  corresponding to provisions  providing for the deferral of
interest payments on the related Subordinated Indebtedness; and

         (iii) the  Company  makes  periodic  interest  payments on the related
Subordinated  Indebtedness,  which  interest  payments  are in turn  used by the
Hybrid Preferred  Securities  Subsidiary to make  corresponding  payments to the
holders of the preferred securities.

         "Hybrid Preferred Securities  Subsidiary" means any limited partnership
          ---------------------------------------
or  business  or  statutory  trust (or  similar  entity)  (i) all of the general
partnership  or common  equity  interest of which is owned  (either  directly or

                                       4

<PAGE>

indirectly   through  any   wholly-owned   Subsidiary  of  the  Company  or  any
consolidated  Subsidiary of the Company) at all times by the Company,  (ii) that
has been formed for the purpose of issuing Hybrid Preferred Securities and (iii)
substantially  all of the  assets  of  which  consist  at all  times  solely  of
Subordinated  Indebtedness  issued by the Company and payments made from time to
time on such Subordinated Indebtedness.

         "Indenture" means this instrument as originally  executed and delivered
          ---------
and as it may  from  time to  time be  supplemented  or  amended  by one or more
indentures   supplemental   hereto  entered  into  pursuant  to  the  applicable
provisions  hereof  and  shall  include  the  terms of a  particular  series  of
Securities established as contemplated by Section 301.

         "Interest",  with respect to a Discount  Security only, means interest,
          --------
if any, borne by such Security at a Stated Interest Rate.

         "Interest Payment Date", when used with respect to any Security,  means
          ---------------------
the Stated Maturity of an installment of interest on such Security.

         "Lien" means any mortgage, security interest, pledge or lien.
          ----

         "Maturity",  when used with respect to any Security,  means the date on
          --------
which the principal of such Security or an installment of principal  becomes due
and payable as provided in such  Security or in this  Indenture,  whether at the
Stated  Maturity,  by declaration of acceleration,  upon redemption,  tender for
purchase, or otherwise.

         "Net  Tangible  Assets"  means the amount  shown as total assets on the
          ---------------------
Company's  consolidated  balance sheet,  less (i) intangible  assets  including,
without limitation,  such items as goodwill,  trademarks,  trade names, patents,
and unamortized debt discount and expense and other regulatory assets carried as
an asset on the Company's  consolidated balance sheet; (ii) current liabilities;
and (iii) appropriate adjustments,  if any, related to minority interests.  Such
amounts shall be determined in accordance  with  generally  accepted  accounting
principles and practices applicable to the type of business in which the Company
is  engaged  and may be  determined  as of a date not more than  sixty (60) days
prior to the happening of the event for which such determination is being made.

         "Officer's  Certificate"  means a  certificate  signed by an Authorized
          ----------------------
Officer and delivered to the Trustee.

         "Operating  Property"  means (i) any interest in real property owned by
          -------------------
the  Company  and (ii) any asset owned by the  Company  that is  depreciable  in
accordance with generally accepted accounting principles.

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

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

                                       5

<PAGE>

            (a)  Securities  theretofore  canceled or  delivered to the Security
Registrar for cancellation;

            (b) Securities  deemed to have been paid in accordance  with Section
701; and

            (c)  Securities  which have been paid  pursuant to Section 306 or in
exchange for or in lieu of which other  Securities have been  authenticated  and
delivered pursuant to this Indenture,  other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
and the  Company  that  such  Securities  are held by a bona fide  purchaser  or
purchasers in whose hands such Securities are valid obligations of the Company;

provided,  however,  that  in  determining  whether  or not the  Holders  of the
--------   -------
requisite  principal amount of the Securities  Outstanding under this Indenture,
or the Outstanding  Securities of any series or Tranche, have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or whether
or not a quorum is present at a meeting of Holders of Securities,

                        (x) Securities owned by the Company or any other obligor
            upon the Securities or any Affiliate of the Company or of such other
            obligor (unless the Company, such Affiliate or such obligor owns all
            Securities  Outstanding  under this  Indenture,  or (except  for the
            purposes  of  actions  to be taken by  Holders  of (i) more than one
            series  voting as a class  under  Section  812 or (ii) more than one
            series or more  than one  Tranche,  as the case may be,  voting as a
            class under  Section 1202) all  Outstanding  Securities of each such
            series and each such Tranche, as the case may be, determined without
            regard to this clause (x)) shall be disregarded and deemed not to be
            Outstanding,  except that, in determining  whether the Trustee shall
            be   protected   in   relying   upon  any  such   request,   demand,
            authorization, direction, notice, consent or waiver or upon any such
            determination as to the presence of a quorum,  only Securities which
            a Responsible  Officer of the Trustee  actually knows to be so owned
            shall be so disregarded; provided, however, that Securities so owned
                                     -----------------
            which have been pledged in good faith may be regarded as Outstanding
            if the pledgee  establishes to the  satisfaction  of the Trustee the
            pledgee's  right so to act with respect to such  Securities and that
            the  pledgee  is not the  Company  or any  other  obligor  upon  the
            Securities or any Affiliate of the Company or of such other obligor;
            and

                        (y) the  principal  amount of a 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 802;

provided, further,  that, in the case of any Security the principal of which is\
--------  -------
payable from time to time without presentment or surrender, the principal amount
of such  Security  that  shall be deemed to be  Outstanding  at any time for all
purposes of this Indenture shall be the original  principal  amount thereof less
the aggregate amount of principal thereof theretofore paid.

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

                                       6

<PAGE>

         "Periodic  Offering"  means an offering of  Securities of a series from
          ------------------
time to time any or all of the  specific  terms of which  Securities,  including
without  limitation the rate or rates of interest,  if any, thereon,  the Stated
Maturity or  Maturities  thereof and the  redemption  provisions,  if any,  with
respect  thereto,  are to be  determined  by the  Company or its agents upon the
issuance of such Securities.

         "Person"  means any  individual,  corporation,  joint  venture,  trust,
          ------
unincorporated organization or any Governmental Authority.

         "Place of  Payment",  when used with respect to the  Securities  of any
          -----------------
series,  or any  Tranche  thereof,  means  the  place or  places,  specified  as
contemplated by Section 301, at which,  subject to Section 602, principal of and
premium,  if any,  and  interest,  if any, on the  Securities  of such series or
Tranche are payable.

         "Predecessor  Security" of any particular Security means every previous
          ---------------------
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and  delivered  under Section 306 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security  shall be deemed (to the extent
lawful) to evidence the same debt as the  mutilated,  destroyed,  lost or stolen
Security.

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

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

         "Regular Record Date" for the interest  payable on any Interest Payment
          -------------------
Date on the  Securities of any series means the date  specified for that purpose
as contemplated by Section 301.

         "Required Currency" has the meaning specified in Section 311.
          -----------------

         "Responsible Officer", when used with respect to the Trustee, means any
          -------------------
Vice  President,  Assistant  Vice  President,  any Assistant  Treasurer or other
officer of the Trustee within the Institutional Trust Services department of the
Trustee (or any successor such department) in each case located at the Corporate
Trust Office of the Trustee who has direct responsibility for the administration
of this Indenture, and for the purposes of Sections 901(c)(2) and 902 shall also
include  any other  officer of the Trustee to whom a matter  arising  under this
Indenture has been referred by such Corporate Trust Office.

         "Sale and Lease-Back Transaction" means any arrangement with any Person
          -------------------------------
providing for the leasing to the Company of any Operating  Property  (except for
leases for a term,  including any renewal thereof,  of not more than forty-eight
(48) months),  which Operating Property has been or is to be sold or transferred
by  the  Company  to  such  Person;  provided,   however,  Sale  and  Lease-Back
Transaction  shall not include any  arrangement  first entered into prior to the
date of this Indenture and involving the exchange of any Operating  Property for
any property subject to any such arrangement.

                                       7

<PAGE>

         "Securities"  has the  meaning  stated  in the  first  recital  of this
          ----------
Indenture and more particularly means any securities authenticated and delivered
under this Indenture.

         "Security  Register"  and  "Security  Registrar"  have  the  respective
          ------------------
meanings specified in Section 305.

         "Special Record Date" for the payment of any Defaulted  Interest on the
          -------------------
Securities  of any series means a date fixed by the Trustee  pursuant to Section
307.

         "Stated  Interest  Rate" means a rate  (whether  fixed or  variable) at
          ----------------------
which an  obligation  by its  terms  is  stated  to bear  simple  interest.  Any
calculation or other  determination to be made under this Indenture by reference
to the Stated  Interest Rate on a Security  shall be made without  regard to the
effective  interest cost to the Company of such  Security and without  regard to
the Stated  Interest Rate on, or the effective cost to the Company of, any other
indebtedness  in respect of which the  Company's  obligations  are  evidenced or
secured in whole or in part by such Security.

         "Stated  Maturity",  when used with  respect to any  obligation  or any
          ----------------
installment of principal  thereof or interest  thereon,  means the date on which
the principal of such obligation or such installment of principal or interest is
stated to be due and payable  (without  regard to any provisions for redemption,
prepayment, acceleration, purchase or extension).

         "Subordinated Indebtedness" means any unsecured Debt of the Company (i)
          -------------------------
issued in exchange  for the  proceeds of Hybrid  Preferred  Securities  and (ii)
subordinated to the rights of the Holders hereunder.

         "Subsidiary"  means a  corporation  more  than  50% of the  outstanding
          ----------
voting stock or other voting interest 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 that  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.

         "Tranche" means a group of Securities  which (a) are of the same series
          -------
and (b) have  identical  terms  except as to  principal  amount  and/or  date of
issuance.

         "Trust Indenture Act" means, as of any time, the Trust Indenture Act of
          -------------------
1939, or any successor statute, as in effect at such time.

         "Trustee"  means  the  Person  named  as the  "Trustee"  in  the  first
          -------
paragraph of this  Indenture  until a successor  Trustee  shall have become such
with  respect to one or more series of  Securities  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.

         "United  States" means the United States of America,  its  Territories,
          --------------
its possessions and other areas subject to its political jurisdiction.

                                       8

<PAGE>

         "Value" means, with respect to a Sale and Lease-Back Transaction, as of
          -----
any particular  time, the amount equal to the greater of (i) the net proceeds to
the Company from the sale or transfer of the Operating  Property leased pursuant
to the  Sale  and  Lease-Back  Transaction  or (ii)  the net  book  value of the
Operating  Property  leased,  as determined  by the Company in  accordance  with
generally  accepted  accounting  principles,  in  either  case  multiplied  by a
fraction,  the  numerator of which shall be equal to the number of full years of
the  term of the  lease  that is part of such  Sale and  Lease-Back  Transaction
remaining at the time of  determination  and the  denominator  of which shall be
equal to the number of full years of the term of such lease,  without regard, in
any case, to any renewal or extension options contained in such lease.

         Section 102  Compliance Certificates and Opinions.  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 Officer's  Certificate stating that,
or stating in the opinion of the signer thereof that, all conditions  precedent,
if  any,  provided  for  in  this  Indenture  relating  to the  proposed  action
(including  any  covenants   compliance  with  which   constitutes  a  condition
precedent) 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 is specifically required by any provision
of this  Indenture  relating  to such  particular  application  or  request,  no
additional certificate or opinion need be furnished.

         Every  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant provided for in this Indenture shall include:

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

            (b) 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;

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

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

         Section 103  Form of Documents Delivered to Trustee.  In any case where
                      --------------------------------------
several  matters are required to be  certified  by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or  covered by only one  document,  but one such  Person may  certify or give an
opinion  with  respect to some  matters and one or more other such Persons as to
other  matters,  and any such  Person may  certify or give an opinion as to such
matters in one or several documents.

                                       9

<PAGE>

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

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

         Whenever,  subsequent  to the  receipt  by  the  Trustee  of any  Board
Resolution,  Officer's  Certificate,  Opinion of Counsel  or other  document  or
instrument,  a clerical,  typographical  or other  inadvertent or  unintentional
error or omission shall be discovered  therein, a new document or instrument may
be  substituted  therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual  execution  and/or  delivery  thereof,  such  substitute  document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates  required  with respect to the document or  instrument  for which it is
substituted. Anything in this Indenture to the contrary notwithstanding,  if any
such corrective  document or instrument  indicates that action has been taken by
or at the  request  of the  Company  which  could  not have  been  taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, except to the extent that such action was a
result of willful  misconduct or bad faith.  Without  limiting the generality of
the  foregoing,  any  Securities  issued under the  authority of such  defective
document  or  instrument  shall  nevertheless  be the valid  obligations  of the
Company entitled to the benefits of this Indenture  equally and ratably with all
other Outstanding Securities, except as aforesaid.

Section 104  Acts of Holders. (a) Any request, demand, authorization, direction,
             ---------------
notice, consent,  election, waiver or other action provided by this Indenture to
be made,  given or taken by Holders may be embodied in and  evidenced  by one or
more instruments of substantially similar tenor signed by such Holders in person
or by an agent duly appointed in writing or,  alternatively,  may be embodied in
and evidenced by the record of Holders voting in favor thereof, either in person
or by proxies duly  appointed in writing,  at any meeting of Holders duly called
and held in accordance with the provisions of Article Thirteen, or a combination
of such instruments and any such record.  Except as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required,  to the Company.  Such  instrument or instruments  and any such record
(and the action  embodied  therein and evidenced  thereby) are herein  sometimes
referred to as the "Act" of the Holders  signing such  instrument or instruments
and so voting at any such meeting.  Proof of execution of any such instrument or
of a writing  appointing  any such  agent,  or of the holding by any Person of a

                                       10

<PAGE>

Security,  shall be sufficient for any purpose of this Indenture and (subject to
Section 901) conclusive in favor of the Trustee and the Company,  if made in the
manner  provided in this Section.  The record of any meeting of Holders shall be
proved in the manner provided in Section 1306.

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

            (c) The principal amount (except as otherwise contemplated in clause
(y) of the first proviso to the definition of Outstanding) and serial numbers of
Securities held by any Person, and the date of holding the same, shall be proved
by the Security Register.

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

            (e) Until such time as written instruments shall have been delivered
to the Trustee with respect to the requisite  percentage of principal  amount of
Securities for the action contemplated by such instruments,  any such instrument
executed  and  delivered by or on behalf of a Holder may be revoked with respect
to any or all of  such  Securities  by  written  notice  by such  Holder  or any
subsequent Holder, proven in the manner in which such instrument was proven.

            (f) Securities of any series, or any Tranche thereof,  authenticated
and  delivered  after  any Act of  Holders  may,  and shall if  required  by the
Trustee,  bear a notation in form approved by the Trustee as to any action taken
by such Act of Holders. If the Company shall so determine, new Securities of any
series, or any Tranche thereof, so modified as to conform, in the opinion of the
Trustee and the  Company,  to such action may be  prepared  and  executed by the
Company  and  authenticated  and  delivered  by  the  Trustee  in  exchange  for
Outstanding Securities of such series or Tranche.

            (g) If the Company shall  solicit from Holders any request,  demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its  option,  fix in advance a record date for the  determination  of Holders
entitled  to  give  such  request,  demand,  authorization,  direction,  notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization,  direction,
notice,  consent,  waiver or other Act may be given  before or after such record
date, but only the Holders of record at the close of business on the record date
shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of the Outstanding Securities have authorized or agreed
or consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the  Outstanding  Securities  shall be
computed as of the record date.

                                       11

<PAGE>

         Section 105  Notices, etc. to Trustee and Company. Any request, demand,
                      ------------------------------------
authorization, direction, notice, consent, election, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with, the Trustee by any Holder or by the Company, or the
Company by the Trustee or by any Holder,  shall be sufficient  for every purpose
hereunder  (unless  otherwise  herein  expressly  provided)  if in  writing  and
delivered  personally  to an  officer  or  other  responsible  employee  of  the
addressee at the  applicable  location set forth below or at such other location
as such party may from time to time designate by written notice,  or transmitted
by facsimile  transmission or other direct written electronic means,  acceptable
to the Trustee,  to such  telephone  number or other  electronic  communications
address  as the  parties  hereto  shall from time to time  designate  by written
notice, or transmitted by certified or registered mail, charges prepaid,  to the
applicable  address  set forth  below or to such other  address as either  party
hereto may from time to time designate by written notice:

         If to the Trustee, to:

         JPMorgan Chase Bank
         4 New York Plaza--15th Floor
         New York, New York 10004
         Attention: Institutional Trust Services
                    Trust Financial Management
         Telephone: (212) 623-6884
         Telecopy:  (212) 623-6205

         With a copy to:

         J.P. Morgan Trust Company
         50 Rowes Wharf--4th Floor
         Boston, Massachusetts 02110
         Attention: James P. Freeman
                    Vice President
         Telephone: (617) 310-0534
         Telecopy:  (617) 310-0335

         If to the Company, to:

         The Cleveland Electric Illuminating Company
         c/o FirstEnergy Corp.
         76 South Main Street
         Akron, Ohio 44308-1890
         Attention: Treasurer
         Telephone: (330) 384-5889
         Telecopy:  (330) 384-3772

                                       12

<PAGE>

Any communication  contemplated herein shall be deemed to have been made, given,
furnished  and  filed  if  personally  delivered,  on the date of  delivery,  if
transmitted by facsimile  transmission or other direct written electronic means,
on the date of receipt,  and if transmitted by certified or registered  mail, on
the date of receipt.

         Section  106   Notice  to  Holders of  Securities;  Waiver.  Except  as
                        -------------------------------------------
otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event,  such notice  shall be  sufficiently  given,  and shall be
deemed given, to Holders if in writing and mailed,  first-class postage prepaid,
to each  Holder  affected  by such  event,  at the  address of such Holder as it
appears in the Security  Register,  not later than the latest date,  if any, and
not earlier than the earliest  date, if any,  prescribed  for the giving of such
notice.

         In case by reason of the  suspension  of  regular  mail  service  or by
reason  of any other  cause it shall be imp  racticable  to give such  notice to
Holders by mail,  then such  notification  as shall be made with the approval of
the  Trustee  shall  constitute  a  sufficient  notification  for every  purpose
hereunder.  In any case where  notice to Holders is given by mail,  neither  the
failure to mail such  notice,  nor any  defect in any  notice so mailed,  to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other Holders.

         Any notice  required by this  Indenture may be waived in writing by the
Person  entitled  to  receive  such  notice,  either  before  or after the event
otherwise to be specified  therein,  and such waiver shall be the  equivalent of
such notice.  Waivers of notice by Holders shall be filed with the Trustee,  but
such filing  shall not be a condition  precedent  to the  validity of any action
taken in reliance upon such waiver.

         Section 107  Conflict with Trust Indenture Act.If any provision of this
                      ---------------------------------
Indenture limits,  qualifies or conflicts with another provision hereof which is
required or deemed to be included in this Indenture by, or is otherwise governed
by, any of the provisions of the Trust Indenture Act, such other provision shall
control;  and if  any  provision  hereof  otherwise  conflicts  with  the  Trust
Indenture Act, the Trust Indenture Act shall control unless  otherwise  provided
as contemplated by Section 301 with respect to any series of Securities.

         Section 108  Effect of Headings and Table of Contents.  The Article and
                      ----------------------------------------
Section headings in this Indenture and the Table of Contents are for convenience
only and shall not affect the construction hereof.

         Section 109  Successors  and Assigns.  All covenants and  agreements in
                      -----------------------
this Indenture by the Company and Trustee shall bind their respective successors
and assigns, whether so expressed or not.

         Section  110  Severability  Clause.  In  case  any  provision  in  this
                       --------------------
Indenture or the  Securities  shall be invalid,  illegal or  unenforceable,  the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

         Section 111  Benefits of  Indenture.  Nothing in this  Indenture or the
                      ----------------------
Securities, express or implied, shall give to any Person, other than the parties
hereto,  their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

                                       13

<PAGE>

         Section 112  Governing Law. This Indenture and the Securities  shall be
                      -------------
governed by and construed in  accordance  with the laws of the State of New York
(including without limitation Section 5-1401 of the New York General Obligations
Law or any  successor  to such  statute)  except  to the  extent  that the Trust
Indenture Act shall be applicable.

         Section  113  Legal  Holidays.  In any case where any  Interest Payment
                       ---------------
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment,  then  (notwithstanding any other provision of this
Indenture  or of the  Securities  other than a provision  in  Securities  of any
series,  or  any  Tranche  thereof,  or in the  Board  Resolution  or  Officer's
Certificate  which  establishes  the terms of the  Securities  of such series or
Tranche,  which  specifically  states that such provision shall apply in lieu of
this Section) payment of interest or principal and premium,  if any, need not be
made  at  such  Place  of  Payment  on such  date,  but may be made on the  next
succeeding  Business  Day at such  Place of  Payment,  with the same  force  and
effect,  and in the same  amount,  as if made on the  Interest  Payment  Date or
Redemption  Date,  or at the Stated  Maturity,  as the case may be, and, if such
payment is made or duly  provided  for on such  Business  Day, no  interest  (or
Interest,  as  applicable)  shall accrue on the amount so payable for the period
from and after such Interest  Payment Date,  Redemption Date or Stated Maturity,
as the case may be, to such Business Day.

                                  ARTICLE TWO

                                 SECURITY FORMS
                                 --------------

         Section 201  Forms Generally.  The definitive Securities of each series
                      --------------
shall be in substantially the form or forms thereof established in the indenture
supplemental   hereto   establishing  such  series  or  in  a  Board  Resolution
establishing  such  series,  or in an  Officer's  Certificate  pursuant  to such
supplemental  indenture or Board Resolution,  in each case with such appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted by this Indenture,  and may have such letters,  numbers or other marks
of  identification  and such legends or  endorsements  placed  thereon as may be
required  to  comply  with  the  rules  of any  securities  exchange  or as may,
consistently  herewith, be determined by the officers executing such Securities,
as evidenced  by their  execution  of such  Securities.  If the form or forms of
Securities  of  any  series  are  established  in a  Board  Resolution  or in an
Officer's Certificate pursuant to a Board Resolution,  such Board Resolution and
Officer's Certificate,  if any, shall be delivered to the Trustee at or prior to
the  delivery  of  the  Company  Order  contemplated  by  Section  303  for  the
authentication and delivery of such Securities.

         Unless otherwise specified as contemplated by Section 301 or clause (g)
of Section 1201,  the  Securities of each series shall be issuable in registered
form without coupons. The definitive Securities shall be produced in such manner
as shall be determined by the officers  executing such Securities,  as evidenced
by their execution thereof.

         Section  202  Form of  Trustee's  Certificate  of  Authentication.  Th
                       ---------------------------------------------------
Trustee's  certificate of authentication  shall be in substantially the form set
forth below:

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

                                       14

<PAGE>

Dated:

                              JPMorgan Chase Bank,
                              as Trustee


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


                                 ARTICLE THREE

                                 THE SECURITIES
                                 --------------

         Section  301  Amount  Unlimited;  Issuable  in  Series.  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. Subject to the last
paragraph  of  this  Section,  prior  to  the  authentication  and  delivery  of
Securities  of any series  there  shall be  established  by  specification  in a
supplemental indenture or in a Board Resolution,  or in an Officer's Certificate
pursuant to a supplemental indenture or a Board Resolution:

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

            (b) any limit upon the aggregate  principal amount of the Securities
of such series which may be  authenticated  and delivered  under this  Indenture
(except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other  Securities of such series pursuant
to Section  304,  305,  306,  406 or 1206 and except for any  Securities  which,
pursuant  to  Section  303,  are  deemed  never to have been  authenticated  and
delivered hereunder);

            (c) the Person or Persons (without specific  identification) to whom
interest on Securities of such series, or any Tranche thereof,  shall be payable
on any  Interest  Payment  Date,  if other than the  Persons in whose names such
Securities (or one or more  Predecessor  Securities) are registered at the close
of business on the Regular Record Date for such interest;

            (d) the date or dates on which the  principal of the  Securities  of
such series, or any Tranche thereof, is payable or any formulary or other method
or other means by which such date or dates shall be determined,  by reference to
an index or other  fact or event  ascertainable  outside  of this  Indenture  or
otherwise  (without  regard  to  any  provisions  for  redemption,   prepayment,
acceleration, purchase or extension);

            (e) the rate or rates at which the Securities of such series, or any
Tranche  thereof,  shall bear  interest,  if any (including the rate or rates at
which overdue principal shall bear interest, if different from the rate or rates
at which  such  Securities  shall  bear  interest  prior to  Maturity,  and,  if
applicable,  the rate or rates at which overdue  premium or interest  shall bear

                                       15

<PAGE>

interest, if any), or any formulary or other method or other means by which such
rate or rates shall be  determined,  by  reference  to an index or other fact or
event  ascertainable  outside of this Indenture or otherwise;  the date or dates
from which such interest shall accrue;  the Interest Payment Dates on which such
interest  shall be payable and the Regular Record Date, if any, for the interest
payable  on such  Securities  on any  Interest  Payment  Date;  the right of the
Company,  if any, to extend the interest payment periods and the duration of any
such extension as  contemplated  by Section 312; and the basis of computation of
interest, if other than as provided in Section 310;

            (f) the  place  or  places  at  which or  methods  by which  (1) the
principal of and premium,  if any, and  interest,  if any, on Securities of such
series, or any Tranche thereof,  shall be payable,  (2) registration of transfer
of  Securities  of such series,  or any Tranche  thereof,  may be effected,  (3)
exchanges of Securities of such series, or any Tranche thereof,  may be effected
and (4) notices and demands to or upon the Company in respect of the  Securities
of such series,  or any Tranche thereof,  and this Indenture may be served;  the
Security  Registrar  and any Paying  Agent or Paying  Agents for such  series or
Tranche; and if such is the case, that the principal of such Securities shall be
payable without presentment or surrender thereof;

            (g) the  period or  periods  within  which,  or the date or dates on
which,  the price or prices at which and the terms and conditions upon which the
Securities of such series, or any Tranche thereof, may be redeemed,  in whole or
in part, at the option of the Company and any restrictions on such  redemptions,
including  but not  limited  to a  restriction  on a partial  redemption  by the
Company of the Securities of any series,  or any Tranche  thereof,  resulting in
delisting of such Securities from any national exchange;

            (h) the obligation or obligations,  if any, of the Company to redeem
or purchase the Securities of such series,  or any Tranche thereof,  pursuant to
any sinking fund or other mandatory redemption  provisions or at the option of a
Holder  thereof and the period or periods  within  which or the date or dates on
which, the price or prices at which and the terms and conditions upon which such
Securities shall be redeemed or purchased, in whole or in part, pursuant to such
obligation,  and applicable exceptions to the requirements of Section 404 in the
case of mandatory redemption or redemption at the option of the Holder;

            (i) the  denominations  in which  Securities of such series,  or any
Tranche thereof, shall be issuable if other than denominations of $1,000 and any
integral multiple thereof;

            (j) the currency or currencies,  including composite currencies,  in
which payment of the principal of and premium, if any, and interest,  if any, on
the  Securities  of such series,  or any Tranche  thereof,  shall be payable (if
other than in Dollars);

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

            (l) if the principal of or premium, if any, or interest,  if any, on
the Securities of such series, or any Tranche thereof, are to be payable, or are

                                       16


<PAGE>

to be payable at the election of the Company or a Holder thereof,  in securities
or other property,  the type and amount of such securities or other property, or
the  formulary  or other  method or other  means by which such  amount  shall be
determined, and the period or periods within which, and the terms and conditions
upon which, any such election may be made;

            (m) if the amount payable in respect of principal of or premium,  if
any, or  interest,  if any, on the  Securities  of such  series,  or any Tranche
thereof,  may be  determined  with  reference to an index or other fact or event
ascertainable outside of this Indenture,  the manner in which such amounts shall
be  determined  to the extent  not  established  pursuant  to clause (e) of this
paragraph;

            (n) if other than the principal  amount thereof,  the portion of the
principal  amount of Securities of such series,  or any Tranche  thereof,  which
shall be payable  upon  declaration  of  acceleration  of the  Maturity  thereof
pursuant to Section 802;

            (o) any Events of Default, in addition to those specified in Section
801,  with respect to the  Securities  of such series,  and any covenants of the
Company for the benefit of the Holders of the Securities of such series,  or any
Tranche thereof, in addition to those set forth in Article Six;

            (p) the terms,  if any,  pursuant  to which the  Securities  of such
series, or any Tranche thereof, may be converted into or exchanged for shares of
capital stock or other securities of the Company or any other Person;

            (q)  the  obligations  or  instruments,   if  any,  which  shall  be
considered  to be  Eligible  Obligations  in respect of the  Securities  of such
series, or any Tranche thereof,  denominated in a currency other than Dollars or
in a composite  currency,  and any additional or alternative  provisions for the
reinstatement of the Company's  indebtedness in respect of such Securities after
the satisfaction and discharge thereof as provided in Section 701;

            (r) if the Securities of such series, or any Tranche thereof, are to
be issued in global  form,  (i) any  limitations  on the rights of the Holder or
Holders of such  Securities  to transfer  or exchange  the same or to obtain the
registration  of transfer  thereof,  (ii) any  limitations  on the rights of the
Holder or Holders thereof to obtain certificates  therefor in definitive form in
lieu of temporary  form and (iii) any and all other  matters  incidental to such
Securities;

            (s) if the Securities of such series, or any Tranche thereof, are to
be issuable as bearer  securities,  any and all matters incidental thereto which
are not  specifically  addressed in a supplemental  indenture as contemplated by
clause (g) of Section 1201;

            (t) to the extent  not  established  pursuant  to clause (r) of this
paragraph,  any  limitations  on the rights of the Holders of the  Securities of
such Series, or any Tranche thereof,  to transfer or exchange such Securities or
to obtain the registration of transfer thereof;  and if a service charge will be
made for the  registration of transfer or exchange of Securities of such series,
or any Tranche thereof, the amount or terms thereof;

            (u) any exceptions to Section 113, or variation in the definition of
Business  Day,  with respect to the  Securities  of such series,  or any Tranche
thereof;

                                       17

<PAGE>

            (v)  any  collateral  security,   assurance  or  guarantee  for  the
Securities of such series;

            (w) any  non-applicability  of Section 608 to the Securities of such
series or any  exceptions  or  modifications  of Section 608 with respect to the
Securities of such series;

            (x) any rights or duties of another Person to assume the obligations
of the Company with respect to the  Securities of such series  (whether as joint
obligor,  primary  obligor,  secondary  obligor or  substitute  obligor) and any
rights or duties to  discharge  and  release  any  obligor  with  respect to the
Securities of such series or the Indenture to the extent related to such series;
and

            (y) any other terms of the Securities of such series, or any Tranche
thereof,  not  inconsistent  with the provisions of this  Indenture,  including,
without  limitation,  any terms required for or appropriate to (i)  establishing
one or more series of medium-term  notes to be issued in a Periodic  Offering or
(ii) providing for the remarketing of the Securities of such series.

         With respect to Securities of a series subject to a Periodic  Offering,
the indenture supplemental hereto or the Board Resolution which establishes such
series, or the Officer's Certificate pursuant to such supplemental  indenture or
Board  Resolution,  as the case may be, may provide  general terms or parameters
for  Securities  of such series and provide  either that the  specific  terms of
Securities  of such  series,  or any Tranche  thereof,  shall be  specified in a
Company  Order or that such  terms  shall be  determined  by the  Company or its
agents  in  accordance  with   procedures   specified  in  a  Company  Order  as
contemplated by the clause (b) of Section 303.

         Unless  otherwise  provided  with respect to a series of  Securities as
contemplated in Section 301(b),  the aggregate  principal  amount of a series of
securities  may be increased  and  additional  Securities  of such series may be
issued up to the maximum  aggregate  principal amount authorized with respect to
such series as increased.

         Section 302 Denominations. Unless otherwise provided as contemplated by
                     -------------
Section 301 with respect to any series of  Securities,  or any Tranche  thereof,
the Securities of each series shall be issuable in  denominations  of $1,000 and
any integral multiple thereof.

         Section 303   Execution,  Authentication, Delivery  and Dating.  Unless
                       ------------------------------------------------
otherwise  provided as contemplated by Section 301 with respect to any series of
Securities,  or any Tranche thereof,  the Securities shall be executed on behalf
of the Company by an Authorized  Officer and may have the corporate  seal of the
Company affixed thereto or reproduced  thereon  attested by any other Authorized
Officer or by the  Secretary  or an  Assistant  Secretary  of the  Company.  The
signature  of any or all of these  officers on the  Securities  may be manual or
facsimile.

         Securities  bearing the manual or facsimile  signatures of  individuals
who were at the time of  execution  Authorized  Officers or the  Secretary or an
Assistant Secretary of the Company shall bind the Company,  notwithstanding that
such  individuals  or any of them have ceased to hold such offices  prior to the
authentication  and delivery of such  Securities or did not hold such offices at
the date of such Securities.

                                       18

<PAGE>

         The Trustee shall authenticate and deliver Securities of a series, for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:

            (a) the instrument or instruments establishing the form or forms and
terms of such series, as provided in Sections 201 and 301;

            (b) a Company Order  requesting the  authentication  and delivery of
such Securities  and, to the extent that the terms of such Securities  shall not
have  been  established  in an  indenture  supplemental  hereto  or  in a  Board
Resolution,  or in an Officer's Certificate pursuant to a supplemental indenture
or Board  Resolution,  all as  contemplated  by Sections 201 and 301, either (i)
establishing such terms or (ii) in the case of Securities of a series subject to
a Periodic Offering, specifying procedures,  acceptable to the Trustee, by which
such terms are to be established  (which  procedures may provide,  to the extent
acceptable to the Trustee,  for  authentication and delivery pursuant to oral or
electronic  instructions from the Company or any agent or agents thereof,  which
oral or electronic  instructions  are to be promptly  confirmed in writing),  in
either case in accordance with the instrument or instruments  delivered pursuant
to clause (a) above;

            (c) the Securities of such series, executed on behalf of the Company
by an Authorized Officer;

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

                  (i) the  form or  forms  of such  Securities  have  been  duly
            authorized  by the Company and have been  established  in conformity
            with the provisions of this Indenture;

                  (ii) the terms of such Securities have been duly authorized by
            the  Company  and  have  been  established  in  conformity  with the
            provisions of this Indenture; and

                  (iii) such Securities, when authenticated and delivered by the
            Trustee  and issued and  delivered  by the Company in the manner and
            subject to any conditions specified in such Opinion of Counsel, will
            have been duly issued under this Indenture and will constitute valid
            and  binding  obligations  of the  Company  enforceable  against the
            Company in accordance  with their terms and entitled to the benefits
            provided by this Indenture,  except as may be limited by bankruptcy,
            insolvency,  reorganization,  moratorium,  fraudulent conveyance and
            other  similar  laws  relating  to or  affecting  creditors'  rights
            generally,  by general equitable  principles  (regardless of whether
            considered  in a  proceeding  in equity or at law) and by an implied
            covenant of good faith, fair dealing and reasonableness;

provided,  however,  that,  with respect to Securities of a series  subject to a
--------   -------
Periodic  Offering,  the Trustee  shall be entitled to receive  such  Opinion of
Counsel  only once at or prior to the time of the first  authentication  of such
Securities  (provided that such Opinion of Counsel addresses the  authentication
and delivery of all  Securities of such series) and that in lieu of the opinions
described in clauses (ii) and (iii) above Counsel may opine that:

                                       19

<PAGE>

                        (x) when the terms of such  Securities  shall  have been
            established  pursuant  to a Company  Order or Orders or  pursuant to
            such procedures (acceptable to the Trustee) as may be specified from
            time to time by a Company Order or Orders,  all as  contemplated  by
            and in  accordance  with the  instrument  or  instruments  delivered
            pursuant  to  clause  (a)  above,  such  terms  will  have been duly
            authorized  by  the  Company  and  will  have  been  established  in
            conformity with the provisions of this Indenture; and

                        (y) such Securities, when authenticated and delivered by
            the Trustee in accordance  with this Indenture and the Company Order
            or Orders or specified procedures referred to in paragraph (x) above
            and issued and delivered by the Company in the manner and subject to
            any conditions specified in such Opinion of Counsel,  will have been
            duly  issued  under this  Indenture  and will  constitute  valid and
            binding  obligations of the Company  enforceable against the Company
            in accordance with their terms and entitled to the benefits provided
            by  this  Indenture,   except  as  may  be  limited  by  bankruptcy,
            insolvency,  reorganization,  moratorium,  fraudulent conveyance and
            other  similar  laws  relating  to or  affecting  creditors'  rights
            generally,  by general equitable  principles  (regardless of whether
            considered  in a  proceeding  in equity or at law) and by an implied
            covenant of good faith, fair dealing and reasonableness.

         With respect to Securities of a series subject to a Periodic  Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the form, terms thereof and the legality,  validity, binding
effect and  enforceability  thereof,  and compliance of the  authentication  and
delivery  thereof  with the terms and  conditions  of this  Indenture,  upon the
Opinion of Counsel and other  documents  delivered  pursuant to Sections 201 and
301 and this  Section,  as  applicable,  at or  prior  to the time of the  first
authentication  of  Securities  of such series  unless and until such opinion or
other  documents  have been  superseded or revoked or expire by their terms.  In
connection  with the  authentication  and  delivery  of  Securities  of a series
subject to a Periodic Offering, the Trustee shall be entitled to assume that the
Company's  instructions  to  authenticate  and deliver  such  Securities  do not
violate any applicable law or any  applicable  rule,  regulation or order of any
Governmental Authority having jurisdiction over the Company.

         If the  form  or  terms  of the  Securities  of any  series  have  been
established by or pursuant to a Board Resolution or an Officer's  Certificate as
permitted  by  Sections  201 or  301,  the  Trustee  shall  not be  required  to
authenticate such Securities if the issuance of such Securities pursuant to this
Indenture will materially or adversely  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.

         Unless otherwise  specified as contemplated by Section 301 with respect
to any series of  Securities,  or any Tranche  thereof,  each Security  shall be
dated the date of its authentication.

         Unless otherwise  specified as contemplated by Section 301 with respect
to any series of Securities,  no Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form provided
for  herein  executed  by the  Trustee  or an  Authenticating  Agent  by  manual

                                       20

<PAGE>

signature of an Authorized Officer, and such certificate upon any Security shall
be conclusive evidence, and the only evidence,  that such Security has been duly
authenticated  and  delivered  hereunder and is entitled to the benefits of this
Indenture.  Notwithstanding  the  foregoing,  if any  Security  shall  have been
authenticated  and delivered  hereunder to the Company,  or any Person acting on
its behalf,  but shall never have been issued and sold by the  Company,  and the
Company shall deliver such Security to the Trustee for  cancellation as provided
in Section 309  together  with a written  statement  (which need not comply with
Section 102 and need not be accompanied  by an Opinion of Counsel)  stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture  such Security  shall be deemed never to have been  authenticated
and delivered hereunder and shall never be entitled to the benefits hereof.

         Section 304 Temporary Securities. Pending the preparation of definitive
                     --------------------
Securities of any series, or any Tranche thereof,  the Company may execute,  and
upon  Company  Order the  Trustee  shall  authenticate  and  deliver,  temporary
Securities  which  are  printed,  lithographed,   typewritten,  mimeographed  or
otherwise produced, in any authorized  denomination,  substantially of the tenor
of the  definitive  Securities  in lieu of which  they  are  issued,  with  such
appropriate  insertions,  omissions,  substitutions  and other variations as any
officer executing such Securities may determine,  as evidenced by such officer's
execution of such Securities;  provided, however, that temporary Securities need
not recite specific redemption, sinking fund, conversion or exchange provisions.

         Unless otherwise  specified as contemplated by Section 301 with respect
to the Securities of any series,  or any Tranche thereof,  after the preparation
of definitive  Securities of such series or Tranche, the temporary Securities of
such  series or  Tranche  shall be  exchangeable,  without  charge to the Holder
thereof,  for definitive  Securities of such series or Tranche upon surrender of
such  temporary  Securities  at the office or agency of the  Company  maintained
pursuant  to Section 602 in a Place of Payment  for such  Securities.  Upon such
surrender of temporary  Securities for such exchange,  the Company shall, except
as aforesaid, execute and the Trustee shall authenticate and deliver in exchange
therefor  definitive  Securities  of the same series and  Tranche of  authorized
denominations and of like tenor and aggregate principal amount.

         Until exchanged in full as hereinabove  provided,  temporary Securities
shall in all respects be entitled to the same benefits  under this  Indenture as
definitive  Securities  of  the  same  series  and  Tranche  and of  like  tenor
authenticated and delivered hereunder.

         Section 305   Registration, Registration of Transfer and Exchange.  The
                       ----------------------------------------------------
Company  shall  cause to be kept in one of the  offices  designated  pursuant to
Section 602,  with respect to the  Securities  of each series,  a register  (all
registers kept in accordance with this Section being collectively referred to as
the "Security Register") in which, subject to such reasonable  regulations as it
     -----------------
may prescribe,  the Company shall provide for the  registration of Securities of
such series,  or any Tranche thereof,  and the registration of transfer thereof.
The Company shall designate one Person to maintain the Security Register for the
Securities of each series on a consolidated  basis,  and such Person is referred
to herein,  with respect to such series, as the "Security  Registrar."  Anything
                                                 -------------------
herein to the contrary notwithstanding, the Company may designate one or more of
its offices as an office in which a register  with respect to the  Securities of
one or more series shall be maintained, and the Company may designate itself the
Security  Registrar  with respect to one or more of such series,  provided  that
there may only be one Security  Register for the Securities of each series.  The

                                       21

<PAGE>

Security Register shall be open for inspection by the Trustee and the Company at
all reasonable times.

         Except as  otherwise  specified  as  contemplated  by Section  301 with
respect to the Securities of any series, or any Tranche thereof,  upon surrender
for  registration  of transfer of any  Security of such series or Tranche at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche,  the Company shall execute,  and the Trustee
shall  authenticate  and deliver,  in the name of the  designated  transferee or
transferees,  one or more new  Securities  of the same  series and  Tranche,  of
authorized denominations and of like tenor and aggregate principal amount.

         Except as  otherwise  specified  as  contemplated  by Section  301 with
respect to the Securities of any series, or any Tranche thereof, any Security of
such series or Tranche may be exchanged at the option of the Holder,  for one or
more new Securities of the same series and Tranche, of authorized  denominations
and of  like  tenor  and  aggregate  principal  amount,  upon  surrender  of the
Securities to be exchanged at any such office or agency. Whenever any Securities
are so  surrendered  for exchange,  the Company shall  execute,  and the Trustee
shall  authenticate  and deliver,  the  Securities  which the Holder  making the
exchange is entitled to receive.

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

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

         Unless otherwise  specified as contemplated by Section 301 with respect
to Securities of any series, or any Tranche thereof,  no service charge shall be
made for any registration of transfer or exchange of Securities, but the Company
may require  payment of a sum sufficient to cover any tax or other  governmental
charge that may be imposed in connection  with any  registration  of transfer or
exchange of  Securities,  other than  exchanges  pursuant to Section 304, 406 or
1206 not involving any transfer.

         The  Company  shall not be  required  to execute or to provide  for the
registration of transfer of or the exchange of (a) Securities of any series,  or
any Tranche thereof,  during a period of 15 days immediately  preceding the date
notice is to be given  identifying  the serial numbers of the Securities of such
series or Tranche  called for  redemption  or (b) any  Security so selected  for
redemption in whole or in part,  except the  unredeemed  portion of any Security
being redeemed in part.

         Section 306  Mutilated, Destroyed,  Lost and Stolen Securities.  If any
                      -------------------------------------------------
mutilated Security is surrendered to the Trustee,  the Company shall execute and

                                       22

<PAGE>

the Trustee shall  authenticate and deliver in exchange  therefor a new Security
of the same  series  and  Tranche,  and of like tenor and  principal  amount and
bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (a) evidence
to their satisfaction of the ownership of and the destruction,  loss or theft of
any Security and (b) such security or indemnity as may be reasonably required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such  Security is held by a
Person  purporting to be the owner of such  Security,  the Company shall execute
and the Trustee shall  authenticate and deliver,  in lieu of any such destroyed,
lost or stolen Security,  a new Security of the same series and Tranche,  and of
like  tenor and  principal  amount and  bearing a number  not  contemporaneously
outstanding.

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

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

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

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

         Section 307  Payment of  Interest; Interest  Rights  Preserved.  Unless
                      -------------------------------------------------
otherwise  specified  as  contemplated  by  Section  301  with  respect  to  the
Securities of any series, or any Tranche thereof, interest on any Security which
is payable, and is punctually paid or duly provided for, on any Interest Payment
Date  shall be paid to the Person in whose  name that  Security  (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest.

         Subject to Section  312,  any  interest  on any  Security of any series
which is  payable,  but is not  punctually  paid or duly  provided  for,  on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
                                      ------------------
to be payable  to the Holder on the  related  Regular  Record  Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (a) or (b) below:

            (a) The Company may elect to make payment of any Defaulted  Interest
to the Persons in whose names the Securities of such series (or their respective
Predecessor  Securities)  are  registered  at the  close of  business  on a date

                                       23

<PAGE>

(herein  called a  "Special  Record  Date") for the  payment  of such  Defaulted
                    ---------------------
nterest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted  Interest  proposed to be paid
on each Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate  amount proposed to be paid in respect of such Defaulted  Interest
or shall make  arrangements  satisfactory  to the Trustee for such deposit on or
prior to the date of the proposed payment,  such money when deposited to be held
in trust for the benefit of the Persons  entitled to such Defaulted  Interest as
in this clause  provided.  Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted  Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less
than 10 days  after the  receipt by the  Trustee  of the notice of the  proposed
payment.  The Trustee shall  promptly  notify the Company of such Special Record
Date and, in the name and at the expense of the Company,  shall  promptly  cause
notice of the proposed payment of such Defaulted Interest and the Special Record
Date  therefor  to be mailed,  first-class  postage  prepaid,  to each Holder of
Securities  of such  series at the  address of such  Holder as it appears in the
Security  Register,  not less than 10 days prior to such  Special  Record  Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor  having been so mailed,  such Defaulted  Interest shall be paid to
the Persons in whose names the  Securities  of such series (or their  respective
Predecessor  Securities) are registered at the close of business on such Special
Record Date.

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

         Subject to the  foregoing  provisions  of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in  exchange  for or in lieu of any other  Security  shall  carry the  rights to
interest  accrued and unpaid,  and to accrue,  which were  carried by such other
Security.

         Section   308 Persons  Deemed  Owners.  Prior to due  presentment  of a
                   ---------------------------
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the  Trustee may treat the Person in whose name such  Security is
registered  as the absolute  owner of such Security for the purpose of receiving
payment of principal  of and  premium,  if any, and (subject to Sections 305 and
307) interest,  if any, on such Security and for all other purposes  whatsoever,
whether or not such  Security be overdue,  and neither the Company,  the Trustee
nor any agent of the Company or the  Trustee  shall be affected by notice to the
contrary.

         Section  309   Cancellation  by  Security  Registrar.   All  Securities
                        --------------------------------------
surrendered for payment, redemption, credit against a sinking fund, registration
of transfer or  exchange  shall,  if  surrendered  to any Person  other than the
Security  Registrar,  be  delivered  to  the  Security  Registrar  and,  if  not
theretofore canceled,  shall be promptly canceled by the Security Registrar. The
Company may at any time deliver to the Security  Registrar for  cancellation any
Securities  previously  authenticated and delivered  hereunder which the Company
may have  acquired in any manner  whatsoever or which the Company shall not have

                                       24

<PAGE>

issued and sold, and all Securities so delivered  shall be promptly  canceled by
the Security  Registrar.  No Securities  shall be authenticated in lieu of or in
exchange  for any  Securities  canceled as provided in this  Section,  except as
expressly  permitted  by this  Indenture.  All canceled  Securities  held by the
Security  Registrar  shall be  disposed  of in  accordance  with  the  customary
practices  of the  Security  Registrar  at the time in effect,  and the Security
Registrar shall not be required to destroy any such  certificates.  The Security
Registrar shall promptly deliver a certificate of disposition to the Trustee and
the Company unless, by a Company Order,  similarly delivered,  the Company shall
direct that canceled  Securities be returned to it. The Security Registrar shall
promptly  deliver  evidence of any cancellation of a Security in accordance with
this Section 309 to the Trustee and the Company.

         Section 310  Computation of Interest.  Except as otherwise specified as
                      -----------------------
contemplated  by  Section  301 for  Securities  of any  series,  or any  Tranche
thereof,  interest on the  Securities  of each  series  shall be computed on the
basis of a 360-day year  consisting  of twelve  30-day months and for any period
shorter than a full month,  on the basis of the actual number of days elapsed in
such period.

         Section  311  Payment  to Be in  Proper  Currency.  In the  case of the
                       -----------------------------------
Securities of any series,  or any Tranche  thereof,  denominated in any currency
other than Dollars or in a composite currency (the "Required Currency"),  except
                                                    -----------------
as  otherwise  specified  with respect to such  Securities  as  contemplated  by
Section 301, the  obligation of the Company to make any payment of the principal
thereof,  or the  premium  or  interest  thereon,  shall  not be  discharged  or
satisfied  by any tender by the  Company,  or  recovery by the  Trustee,  in any
currency other than the Required Currency, except to the extent that such tender
or recovery  shall result in the Trustee  timely  holding the full amount of the
Required  Currency then due and payable.  If any such tender or recovery is in a
currency other than the Required Currency,  the Trustee may take such actions as
it considers  appropriate  to exchange such currency for the Required  Currency.
The costs and risks of any such exchange, including without limitation the risks
of delay and  exchange  rate  fluctuation,  shall be borne by the  Company,  the
Company shall remain fully liable for any shortfall or  delinquency  in the full
amount of Required Currency then due and payable,  and in no circumstances shall
the Trustee be liable  therefor  except in the case of its negligence or willful
misconduct.

         Section 312  Extension of Interest  Payment. The Company shall have the
                      ------------------------------
right at any time,  so long as the  Company is not in default in the  payment of
interest on the Securities of any series  hereunder,  to extend interest payment
periods on all Securities of one or more series, if so specified as contemplated
by Section  301 with  respect to such  Securities  and upon such terms as may be
specified as contemplated by Section 301 with respect to such Securities.

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES
                            ------------------------

         Section 401  Applicability of Article.  Securities of any series,or any
                      ------------------------
Tranche  thereof,  which are  redeemable  before their Stated  Maturity shall be
redeemable in accordance with their terms and (except as otherwise  specified as
contemplated  by  Section  301 for  Securities  of such  series or  Tranche)  in
accordance with this Article.

                                       25

<PAGE>

         Section 402  Election to Redeem; Notice to Trustee. The election of the
                      -------------------------------------
Company to redeem any Securities  shall be evidenced by a Board Resolution or an
Officer's  Certificate.  The  Company  shall,  at  least  45 days  prior  to the
Redemption  Date  fixed  by the  Company  (unless  a  shorter  notice  shall  be
satisfactory  to the Trustee),  notify the Trustee in writing of such Redemption
Date and of the principal amount of such Securities to be redeemed.  In the case
of any redemption of Securities  (a) prior to the expiration of any  restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture  or (b)  pursuant to an election of the Company  which is subject to a
condition  specified in the terms of such Securities,  the Company shall furnish
the  Trustee  with an  Officer's  Certificate  evidencing  compliance  with such
restriction or condition.

         Section 403  Selection of Securities  to Be Redeemed.  If less than all
                      ----------------------------------------
the Securities of any series,  or any Tranche thereof,  are to be redeemed,  the
particular  Securities to be redeemed  shall be selected by the Trustee from the
Outstanding  Securities  of such  series or Tranche  not  previously  called for
redemption,  by such method as shall be provided for any particular  series, or,
in the absence of any such  provision,  by such method as the Trustee shall deem
fair and  appropriate  and which may provide for the selection for redemption of
portions (equal to the minimum  authorized  denomination  for Securities of such
series or Tranche or any integral  multiple  thereof) of the principal amount of
Securities of such series or Tranche of a  denomination  larger than the minimum
authorized  denomination  for  Securities  of such series or Tranche;  provided,
however,  that if, as indicated in an Officer's  Certificate,  the Company shall
have  offered to purchase all or any  principal  amount of the  Securities  then
Outstanding  of any series,  or any Tranche  thereof,  and less than all of such
Securities  as to which  such offer was made  shall  have been  tendered  to the
Company for such purchase,  the Trustee,  if so directed by Company Order, shall
select for redemption all or any principal  amount of such Securities which have
not been so tendered."

         The  Trustee  shall  promptly  notify  the  Company  and  the  Security
Registrar in writing of the Securities  selected for redemption and, in the case
of any Securities  selected to be redeemed in part, the principal amount thereof
to be redeemed.

         For all  purposes  of this  Indenture,  unless  the  context  otherwise
requires,  all provisions relating to the redemption of Securities shall relate,
in the case of any  Securities  redeemed or to be redeemed  only in part, to the
portion of the principal  amount of such  Securities  which has been or is to be
redeemed.

         Section 404  Notice of  Redemption. Except as  otherwise  specified  as
                      ---------------------
contemplated  by Section 301 for Securities of any series,  notice of redemption
shall be given in the  manner  provided  in  Section  106 to the  Holders of the
Securities  to be  redeemed  not less than 30 nor more than 60 days prior to the
Redemption Date.

         Except as  otherwise  specified  as  contemplated  by  Section  301 for
Securities of any series, all notices of redemption shall state:

            (a) the Redemption Date,

            (b) the Redemption Price (if known),

                                       26

<PAGE>

            (c) if less than all the  Securities of any series or Tranche are to
be redeemed,  the identification of the particular Securities to be redeemed and
the portion of the principal amount of any Security to be redeemed in part,

            (d) that on the Redemption Date the Redemption Price,  together with
accrued  interest,  if any, to the Redemption  Date, will become due and payable
upon each such Security to be redeemed and, if applicable, that interest thereon
will cease to accrue on and after said date,

            (e) the place or places where such  Securities are to be surrendered
for payment of the  Redemption  Price and accrued  interest,  if any,  unless it
shall have been  specified as  contemplated  by Section 301 with respect to such
Securities that such surrender shall not be required,

            (f) whether the redemption is at the election of the Company,  or is
for a sinking or other fund, if such is the case,

            (g) the CUSIP,  ISIN,  or other similar  number or numbers,  if any,
assigned to such Securities;  provided, however, that such notice may state that
no  representation  is made as to the correctness of any or all of such numbers,
in which case none of the  Company,  the  Trustee or any agent of the Company or
the Trustee shall have any liability in respect of the use of any such number on
such notices, and the redemption of such Securities shall not be affected by any
defect in or omission of such numbers, and

            (h) such  other  matters as the  Company  shall  deem  desirable  or
appropriate.

         Unless otherwise specified with respect to any Securities in accordance
with Section 301,  with respect to any notice of redemption of Securities at the
election of the Company,  unless,  upon giving of such notice,  such  Securities
shall be deemed to have been paid in  accordance  with Section 701,  such notice
may, if so provided in the Officer's  Certificate or Board Resolution  delivered
to the Trustee  pursuant to Section  402,  state that such  redemption  shall be
conditional  upon the receipt by the Paying Agent or Agents for such Securities,
on or prior to the date fixed for such  redemption,  of money  sufficient to pay
the  Redemption  Price on such  Securities and that if such money shall not have
been so  received  such  notice  shall be of no force or effect and the  Company
shall not be required to redeem such  Securities.  In the event that such notice
of redemption  contains such a condition and such money is not so received,  the
redemption  shall not be made and within a  reasonable  time  thereafter  notice
shall be given, in the manner in which the notice of redemption was given,  that
such money was not so received and such  redemption was not required to be made.
A failure by the  Company  to  provide  such  moneys or make  provision  for the
payment  thereof shall not constitute an Event of Default under this  Indenture.
The Paying Agent or Agents for the  Securities  otherwise to have been  redeemed
shall  thereupon  promptly  return to the Holders thereof any of such Securities
which had been surrendered for payment upon such redemption.

         Notice of  redemption  of  Securities to be redeemed at the election of
the Company, and any notice of non-satisfaction of a condition for redemption as
aforesaid,  shall be given by the Company or, at the Company's  request,  by the


                                       27


<PAGE>

Security  Registrar  in the name and at the  expense of the  Company.  Notice of
mandatory  redemption of Securities shall be given by the Security  Registrar in
the name and at the expense of the Company.

         Section 405 Securities Payable on Redemption Date. Notice of redemption
                     -------------------------------------
having been given as aforesaid,  and the  conditions,  if any, set forth in such
notice  having been  satisfied,  the  Securities  or  portions  thereof so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless, in the case of an
unconditional notice of redemption,  the Company shall default in the payment of
the Redemption Price and accrued  interest,  if any) such Securities or portions
thereof, if  interest-bearing,  shall cease to bear interest.  Upon surrender of
any such Security for redemption in accordance  with such notice,  such Security
or  portion  thereof  shall  be paid by the  Company  at the  Redemption  Price,
together  with  accrued  interest,  if any, to the  Redemption  Date;  provided,
however,  that no such  surrender  shall be a  condition  to such  payment if so
specified  as  contemplated  by Section 301 with respect to such  Security;  and
provided, further, that except as otherwise specified as contemplated by Section
301 with respect to such Security,  any  installment of interest on any Security
the Stated  Maturity of which  installment is on or prior to the Redemption Date
shall be  payable  to the Holder of such  Security,  or one or more  Predecessor
Securities,  registered as such at the close of business on the related  Regular
Record  Date  according  to the  terms  of  such  Security  and  subject  to the
provisions of Section 307.

         Section 406  Securities  Redeemed in Part.  Upon the  surrender  of an
                      ----------------------------
Security  which is to be  redeemed  only in part at a Place of Payment  therefor
(with,  if the  Company or the Trustee so  requires,  due  endorsement  by, or a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly  authorized in
writing),  the Company shall  execute,  and the Trustee shall  authenticate  and
deliver to the Holder of such Security,  without service charge,  a new Security
or Securities  of the same series and Tranche,  of any  authorized  denomination
requested  by such Holder and of like tenor and in  aggregate  principal  amount
equal to and in exchange  for the  unredeemed  portion of the  principal  of the
Security so surrendered.

                                  ARTICLE FIVE

                                  SINKING FUNDS
                                  -------------

         Section 501  Applicability  of Article.  The provisions of this Article
                      -------------------------
shall be applicable to any sinking fund for the  retirement of the Securities of
any  series,  or  any  Tranche  thereof,   except  as  otherwise   specified  as
contemplated by Section 301 for Securities of such series or Tranche.

         The minimum  amount of any sinking  fund  payment  provided  for by the
terms of Securities of any series, or any Tranche thereof, is herein referred to
as a "mandatory sinking fund payment", and any payment in excess of such minimum
amount  provided for by the terms of  Securities  of any series,  or any Tranche
thereof,  is herein  referred  to as an  "optional  sinking  fund  payment".  If
provided for by the terms of Securities of any series,  or any Tranche  thereof,
the cash  amount of any sinking  fund  payment  may be subject to  reduction  as
provided in Section  502.  Each  sinking  fund  payment  shall be applied to the
redemption  of  Securities  of the  series or Tranche in respect of which it was
made as provided for by the terms of such Securities.

                                       28

<PAGE>

         Section 502 Satisfaction of Sinking Fund Payments with Securities.  The
                     -----------------------------------------------------
Company (a) may deliver to the Trustee  Outstanding  Securities  (other than any
previously  called for  redemption) of a series or Tranche in respect of which a
mandatory  sinking  fund  payment  is to be made  and (b) may  apply as a credit
Securities  of such  series or Tranche  which have been  redeemed  either at the
election  of the  Company  pursuant  to the  terms  of such  Securities,  at the
election of the Holder  thereof if  applicable,  or through the  application  of
permitted  optional  sinking  fund  payments  pursuant  to  the  terms  of  such
Securities,  in each case in  satisfaction  of all or any part of such mandatory
sinking fund payment with respect to the  Securities  of such series;  provided,
                                                                       --------
however,  that no  Securities  shall be applied in  satisfaction  of a mandatory
-------
sinking fund payment if such  Securities  shall have been previously so applied.
Securities  so applied  shall be received  and  credited for such purpose by the
Trustee at the  Redemption  Price  specified in such  Securities  for redemption
through  operation of the sinking fund and the amount of such mandatory  sinking
fund payment shall be reduced accordingly.

         Section 503 Redemption of Securities for Sinking Fund. Not less than 45
                     -----------------------------------------
days prior to each mandatory sinking fund payment date for the Securities of any
series,  or any Tranche  thereof,  the Company  shall  deliver to the Trustee an
Officer's Certificate specifying:

            (a) the amount of the next succeeding mandatory sinking fund payment
for such series or Tranche;

            (b) the amount,  if any, of the optional  sinking fund payment to be
made  together  with such  mandatory  sinking fund  payment;  (c) the  aggregate
sinking fund payment;

            (d) the  portion,  if any, of such  aggregate  sinking  fund payment
which is to be satisfied by the payment of cash; and

            (e) the  portion,  if any, of such  aggregate  sinking  fund payment
which is to be satisfied by delivering  and crediting  Securities of such series
or Tranche  pursuant  to Section  502 and  stating the basis for such credit and
that such Securities have not previously been so credited, and the Company shall
also deliver to the Trustee any Securities to be so delivered.

         If the Company shall have not delivered such Officer's Certificate and,
to the extent applicable,  all such Securities, the next succeeding sinking fund
payment for such series or Tranche  shall be made entirely in cash in the amount
of the mandatory  sinking fund  payment.  Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking  fund payment date in the manner  specified in Section 403 and
cause  notice of the  redemption  thereof  to be given in the name of and at the
expense of the Company in the manner provided in Section 404. Such notice having
been duly given,  the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 405 and 406.

                                       29

<PAGE>

                                   ARTICLE SIX

                                    COVENANTS
                                    ---------

         Section 601  Payment of  Principal, Premium and  Interest.  The Company
                      ----------------------
shall pay the  principal of and premium,  if any, and  interest,  if any, on the
Securities of each series in accordance  with the terms of such  Securities  and
this Indenture.

         Section 602 Maintenance of Office or Agency. The Company shall maintain
                     -------------------------------
in each Place of Payment  for the  Securities  of each  series,  or any  Tranche
thereof,  an office or agency where  payment of such  Securities  shall be made,
where the  registration  of  transfer  or  exchange  of such  Securities  may be
effected and where notices and demands to or upon the Company in respect of such
Securities  and this  Indenture  may be served.  The  Company  shall give prompt
written  notice to the Trustee of the location,  and any change in the location,
of each such  office or agency  and  prompt  notice to the  Holders  of any such
change in the manner  specified in Section 106. If at any time the Company shall
fail to maintain any such required  office or agency in respect of Securities of
any series,  or any Tranche  thereof,  or shall fail to furnish the Trustee with
the address thereof,  payment of such Securities shall be made,  registration of
transfer or exchange  thereof may be effected and notices and demands in respect
thereof may be served at the  Corporate  Trust  Office of the  Trustee,  and the
Company  hereby  appoints the Trustee as its agent for all such  purposes in any
such event.

         The  Company  may also from time to time  designate  one or more  other
offices or agencies with respect to the Securities of one or more series, or any
Tranche thereof,  for any or all of the foregoing  purposes and may from time to
time  rescind such  designations;  provided,  however,  that,  unless  otherwise
                                   ------------------
specified as  contemplated by Section 301 with respect to the Securities of such
series or Tranche, no such designation or rescission shall in any manner relieve
the Company of its  obligation to maintain an office or agency for such purposes
in each Place of Payment for such Securities in accordance with the requirements
set forth above.  The Company shall give prompt  written  notice to the Trustee,
and prompt notice to the Holders in the manner  specified in Section 106, of any
such  designation  or  rescission  and of any change in the location of any such
other office or agency.

         Anything herein to the contrary  notwithstanding,  any office or agency
required by this Section may be maintained at an office of the Company, in which
event the Company  shall perform all functions to be performed at such office or
agency.

         Section 603  Money for Securities Payments to Be Held in Trust.  If the
                      -------------------------------------------------
Company  shall at any time  act as its own  Paying  Agent  with  respect  to the
Securities of any series,  or any Tranche  thereof,  it shall, on or before each
due date of the principal of and premium,  if any, and interest,  if any, on any
of such  Securities,  segregate and hold in trust for the benefit of the Persons
entitled  thereto a sum  sufficient to pay the principal and premium or interest
so  becoming  due until  such sums shall be paid to such  Persons  or  otherwise
disposed of as herein provided. The Company shall promptly notify the Trustee of
any failure by the Company (or any other obligor on such Securities) to make any
payment of  principal  of or  premium,  if any,  or  interest,  if any,  on such
Securities.

                                       30

<PAGE>

         Whenever  the  Company  shall  have one or more  Paying  Agents for the
Securities of any series,  or any Tranche  thereof,  it shall, on or before each
due date of the principal of and premium, if any, and interest,  if any, on such
Securities,   deposit  with  such  Paying   Agents  sums   sufficient   (without
duplication)  to pay the principal and premium or interest so becoming due, such
sums  to be held in  trust  for the  benefit  of the  Persons  entitled  to such
principal,  premium or  interest,  and (unless such Paying Agent is the Trustee)
the Company shall promptly notify the Trustee of any failure by it so to act.

         The Company  shall cause each Paying  Agent for the  Securities  of any
series,  or any  Tranche  thereof,  other than the  Company or the  Trustee,  to
execute  and  deliver to the Trustee an  instrument  in which such Paying  Agent
shall agree with the Trustee,  subject to the  provisions of this Section,  that
such Paying Agent shall:

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

            (b) give the  Trustee  notice of any  failure by the Company (or any
other  obligor  upon such  Securities)  to make any payment of  principal  of or
premium, if any, or interest, if any, on such Securities; and

            (c) at any time during the continuance of any such failure, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying  Agent and furnish to the Trustee  such  information  as it
possesses  regarding  the names and  addresses  of the Persons  entitled to such
sums.

         The Company may at any time pay, or by Company  Order direct any Paying
Agent to pay,  to the  Trustee  all sums  held in trust by the  Company  or such
Paying Agent,  such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the  Company or such  Paying  Agent and, if so
stated in a Company  Order  delivered to the  Trustee,  in  accordance  with the
provisions of Article  Seven;  and, upon such payment by any Paying Agent to the
Trustee,  such Paying Agent shall be released  from all further  liability  with
respect to such money.

         Any money  deposited with the Trustee or any Paying Agent, or then held
by the Company,  in trust for the payment of the  principal  of and premium,  if
any, or interest,  if any, on any Security and remaining unclaimed for two years
after such principal and premium, if any, or interest has become due and payable
shall  be paid to the  Company  on  Company  Request,  or,  if then  held by the
Company,  shall be  discharged  from  such  trust;  and,  upon such  payment  or
discharge,  the Holder of such Security shall, as an unsecured  general creditor
and not as a Holder of an  Outstanding  Security,  look only to the  Company for
payment of the amount so due and payable and remaining unpaid, and all liability
of the Trustee or such Paying Agent with  respect to such trust  money,  and all
liability of the Company as trustee thereof,  shall thereupon  cease;  provided,
                                                                       --------
however,  that the Trustee or such Paying Agent,  before being  required to make
-------
any such payment to the Company,  may at the expense of the Company  cause to be
mailed,  on one  occasion  only,  notice to such Holder that such money  remains


                                       31


<PAGE>

unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such mailing,  any unclaimed balance of such money then
remaining will be paid to the Company.

         Section 604  Corporate  Existence. Subject to the rights of the Company
                      --------------------
under  Article  Eleven,  the  Company  shall do or  cause to be done all  things
necessary to preserve and keep in full force and effect its corporate existence.

         Section 605  Maintenance  of  Properties.  The Company shall cause (or,
                      ---------------------------
with respect to property owned in common with others,  make reasonable effort to
cause) all its  properties  used or useful in the conduct of its  business to be
maintained and kept in good condition,  repair and working order and shall cause
(or,  with  respect to property  owned in common with  others,  make  reasonable
effort to  cause)  to be made all  necessary  repairs,  renewals,  replacements,
betterments and  improvements  thereof,  all as, in the judgment of the Company,
may be necessary so that the business carried on in connection  therewith may be
properly  conducted;  provided,  however,  that  nothing in this  Section  shall
                      ------------------
prevent the Company from  discontinuing,  or causing the  discontinuance of, the
operation and maintenance of any of its properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business.

         Section 606  Annual Officer's  Certificate as to Compliance.  Not later
                      ----------------------------------------------
than  December 1 in each year,  commencing  December 1, 2004 the  Company  shall
deliver  to the  Trustee an  Officer's  Certificate  which need not comply  with
Section  102,  executed  by  the  principal  executive  officer,  the  principal
financial officer or the principal accounting officer of the Company, as to such
officer's  knowledge  of  the  Company's  compliance  with  all  conditions  and
covenants under this Indenture,  such compliance to be determined without regard
to any period of grace or requirement of notice under this Indenture, and making
any other  statements as may be required by the provisions of Section  314(a)(4)
of the Trust Indenture Act.

         Section  607  Waiver of Certain Covenants.  The Company may omit in any
                       ---------------------------
particular instance to comply with any term, provision or condition set forth in
(a) any  additional  covenant  or  restriction  specified  with  respect  to the
Securities of any series,  or any Tranche  thereof,  as  contemplated by Section
301,  if before  the time for such  compliance  the  Holders  of a  majority  in
aggregate  principal  amount of the  Outstanding  Securities  of all  series and
Tranches  with  respect to which  compliance  with such  additional  covenant or
restriction  is to be omitted,  considered as one class,  shall,  by Act of such
Holders,  either  waive such  compliance  in such  instance or  generally  waive
compliance  with such term,  provision or condition  and (b) Section 604, 605 or
Article Eleven if before the time for such  compliance the Holders of a majority
in principal amount of Securities Outstanding under this Indenture shall, by Act
of such  Holders,  either waive such  compliance  in such  instance or generally
waive compliance with such term, provision or condition; but, in the case of (a)
or (b),  no such  waiver  shall  extend to or affect  such  term,  provision  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 term,  provision or condition  shall remain in full force
and effect.

         Section 608   Limitation on Liens. (a) So long as any Securities of any
                       -------------------
series are Outstanding,  the Company may not issue, assume,  guarantee or permit
to exist any Debt that is  secured  by any Lien of or upon any of the  Company's
Operating Property,  whether owned at the date hereof or subsequently  acquired,


                                       32


<PAGE>

without  in any  such  case  effectively  securing  the  Outstanding  Securities
(together  with, if the Company shall so determine,  any of the Company's  other
indebtedness ranking equally with such Securities) equally and ratably with such
Debt (but only so long as such Debt is so secured);  provided, however, that the
foregoing restriction shall not apply to:

                  (1) Liens on any  Operating  Property  existing at the time of
         its  acquisition  (which Liens may also extend to  subsequent  repairs,
         alterations and improvements to that Operating Property);

                  (2) Liens on operating  property of a corporation  existing at
         the time such  corporation is merged into or  consolidated  with, or at
         the time the  corporation  sells,  leases or otherwise  disposes of its
         properties  (or  of a  division  thereof)  as  or  substantially  as an
         entirety to, the Company;

                  (3)  Liens  on  Operating  Property  to  secure  the  costs of
         acquisition,   construction,   development   or   substantial   repair,
         alteration or improvement of property or to secure any Debt incurred to
         provide  funds for any of such purposes or for  reimbursement  of funds
         previously  expended for any of such purposes,  provided such Liens are
         created or assumed  contemporaneously  with,  or within  eighteen  (18)
         months after,  such  acquisition or the completion of such  substantial
         repair  or   alteration,   construction,   development  or  substantial
         improvement;

                  (4)  Liens in favor of any State of the  United  States or any
         department,  agency or instrumentality or political  subdivision of any
         State,  or for the benefit of holders of securities  issued by any such
         entity  (or  providers  of  credit  enhancement  with  respect  to such
         securities),  to  secure  any  Debt  (including,   without  limitation,
         obligations  of the Company  with  respect to  industrial  development,
         pollution control or similar revenue bonds) incurred for the purpose of
         financing or  refinancing  all or any part of the purchase price or the
         cost of substantially repairing or altering,  constructing,  developing
         or substantially improving property which at the time of such purchase,
         repair, alteration, construction,  development or improvement was owned
         or operated by the Company;

                  (5) Liens securing Debt outstanding as of the date of issuance
         of the first series of Securities issued under this Indenture;

                  (6) Liens  securing Debt maturing less than twelve (12) months
         from its issuance or incurrence  and is not extendible at the option of
         the Company;

                  (7) Liens on  Operating  Property  which is the  subject  of a
         lease agreement designating the Company as lessee and all of its right,
         title and interest in such Operating Property and such lease agreement,
         whether or not such lease agreement is intended as security;

                                    33

<PAGE>

                  (8) Liens for taxes,  assessments,  governmental  charges  and
         levies  to the  extent  not past due;  pledges  or  deposits  to secure
         performance or obligations under workmen's compensation laws or similar
         legislation, and statutory obligations of the Company; Liens imposed by
         law,  such  as  materialmen's,  mechanics',  carriers',  workmen's  and
         repairmen's Liens, Liens created by or resulting from legal proceedings
         being  contested in good faith and other  similar  Liens arising in the
         ordinary course of business securing  obligations which are not overdue
         or which have been fully bonded and are being contested in good faith;

                  (9) Liens under Section 907 hereof; or

                  (10) any  extension,  renewal or  replacement  (or  successive
         extensions, renewals or replacements), in whole or in part, of any Lien
         referred to in clauses (1) through  (9),  provided,  however,  that the
         principal  amount of Debt secured thereby and not otherwise  authorized
         by clauses (1) through (9),  shall not exceed the  principal  amount of
         Debt,  plus any  premium  or fee  payable in  connection  with any such
         extension,  renewal  or  replacement,  so  secured  at the  time of the
         extension, renewal or replacement.

         (b)  Notwithstanding  the provisions of Section 608(a), the Company may
issue,  assume or  guarantee  Debt  secured by Liens  which would  otherwise  be
subject to the  restrictions  of  Section  608(a) up to an  aggregate  principal
amount  which,  together  with the  principal  amount of all  other  Debt of the
Company  secured by Liens  (other  than  Liens  permitted  by Section  608(a)(1)
through (10)) and the Value of all Sale and Lease-Back Transactions in existence
at such  time  (other  than any Sale and  Lease-Back  Transaction  in which  the
Operating  Property  involved  would have been permitted to be subject to a Lien
permitted  by  Section  608(a),  other  than  Sale and  Lease-Back  Transactions
permitted by Section 609 because the commitment by or on behalf of the purchaser
was  obtained  no later  than  eighteen  (18)  months  after the later of events
described  in (i) or (ii) of Section  609,  and other  than Sale and  Lease-Back
Transactions  as to which  application  of amounts have been made in  accordance
with clause (z) of Section 609),  does not exceed the greater of fifteen percent
(15%) of Net Tangible Assets and fifteen percent (15%) of Capitalization.

         (c) If the Company shall issue, assume or guarantee any Debt secured by
any Lien and if Section  608(a)  requires  that the  Outstanding  Securities  be
secured  equally and ratably with such Debt, the Company will promptly  execute,
at its expense,  any instruments  necessary to so equally and ratably secure the
Outstanding Securities and deliver the same to the Trustee along with:

                  (i) An Officers'  Certificate stating that the covenant of the
Company contained in Section 608(a) has been complied with; and

                  (ii) An Opinion of Counsel to the effect  that the Company has
complied with the covenant contained in Section 608(a), and that any instruments
executed  by the Company in the  performance  of such  covenant  comply with the
requirements of such covenant.

                                       34

<PAGE>

         In the event that the Company shall hereafter secure Outstanding
Securities equally and ratably with any other obligation or indebtedness
pursuant to the provisions of this Section 608, the Company will, upon the
request of the Trustee, enter into an indenture or agreement supplemental hereto
and take such other action, if any, as the Trustee may reasonably request to
enable it to enforce effectively the rights of the Holders of Outstanding
Securities so secured, equally and ratably with such other obligation or
indebtedness.

         Section 609  Limitation on Sale and Lease-Back Transactions. So long as
                      ----------------------------------------------
any  Securities are  Outstanding,  the Company shall not enter into or permit to
exist,  any  Sale and  Lease-Back  Transaction  with  respect  to any  Operating
Property if, in any case,  the  commitment  by or on behalf of the  purchaser is
obtained more than eighteen (18) months after the later of (i) the completion of
the acquisition,  construction or development of such Operating Property or (ii)
the  placing  in  operation  of such  Operating  Property  or of such  Operating
Property as  constructed  or developed  or  substantially  repaired,  altered or
improved, unless (x) the Company would be entitled pursuant to Section 608(a) to
issue,  assume,  guarantee  or permit to exist  Debt  secured  by a Lien on such
Operating  Property  without equally and ratably  securing the Securities or (y)
the Company would be entitled pursuant to Section 608(b), after giving effect to
such Sale and Lease-Back Transaction,  to incur $1.00 of additional Debt secured
by Liens (other than Liens permitted by Section 608(a)) or (z) the Company shall
apply or cause to be  applied,  in the case of a sale or transfer  for cash,  an
amount  equal to the net  proceeds  thereof  (but not in  excess of the net book
value of such  Operating  Property at the date of such sale or transfer) and, in
the case of a sale or transfer  otherwise  than for cash, an amount equal to the
fair value (as  determined  by the Board of  Directors  of the  Company)  of the
Operating Property so leased, to the retirement, within one hundred eighty (180)
days  after the  effective  date of such  Sale and  Lease-Back  Transaction,  of
Securities (in accordance with their terms) or other Debt of the Company ranking
senior to, or equally with, the Securities;  provided,  however, that the amount
to be applied to such  retirement of Debt shall be reduced by an amount equal to
the  principal  amount,  plus any  premium  or fee paid in  connection  with any
redemption  in  accordance  with the terms of Debt  voluntarily  retired  by the
Company  within such one hundred eighty (180) day period,  excluding  retirement
pursuant to mandatory  sinking  fund or  prepayment  provisions  and payments at
Maturity.

                                 ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE
                           --------------------------

         Section 701  Satisfaction and Discharge of Securities.  Any Security or
                      ----------------------------------------
Securities,  or any portion of the principal amount thereof,  shall be deemed to
have been paid for all purposes of this Indenture,  and the entire  indebtedness
of the Company in respect  thereof  shall be deemed to have been  satisfied  and
discharged,  if there shall have been irrevocably  deposited with the Trustee or
any Paying Agent (other than the Company), in trust:

         (a) money in an amount which shall be sufficient, or

         (b) in the  case  of a  deposit  made  prior  to the  Maturity  of such
Securities or portions thereof,  Eligible  Obligations,  which shall not contain
provisions  permitting the redemption or other prepayment  thereof at the option

                                       35

<PAGE>

of the issuer  thereof,  the  principal  of and the  interest on which when due,
without any regard to reinvestment  thereof, will provide moneys which, together
with the money,  if any,  deposited  with or held by the  Trustee or such Paying
Agent, shall be sufficient, or

         (c) a combination of (a) or (b) which shall be sufficient,

to pay when due the principal of and premium, if any, and interest,  if any, due
and to  become  due on such  Securities  or  portions  thereof  on or  prior  to
Maturity;  provided,  however,  that in the case of the provision for payment or
redemption  of less  than all the  Securities  of any  series or  Tranche,  such
Securities  or  portions  thereof  shall have been  selected  by the  Trustee as
provided  herein and, in the case of a redemption,  the notice  requisite to the
validity of such redemption shall have been given or irrevocable authority shall
have  been  given by the  Company  to the  Trustee  to give such  notice,  under
arrangements  satisfactory  to the  Trustee;  and  provided,  further,  that the
Company shall have delivered to the Trustee and such Paying Agent:

                  (x) if such deposit shall have been made prior to the Maturity
         of such Securities, a Company Order stating that the money and Eligible
         Obligations  deposited in accordance with this Section shall be held in
         trust, as provided in Section 703; and

                  (y) if  Eligible  Obligations  shall have been  deposited,  an
         Opinion  of  Counsel  that  the  obligations  so  deposited  constitute
         Eligible  Obligations  and do not  contain  provisions  permitting  the
         redemption or other prepayment at the option of the issuer thereof, and
         an opinion of an independent public accountant of nationally recognized
         standing,  selected by the Company, to the effect that the requirements
         set forth in clause (b) above have been satisfied; and

                  (z) if such deposit shall have been made prior to the Maturity
         of such Securities,  (i) an Officer's Certificate stating the Company's
         intention  that,  upon  delivery  of such  Officer's  Certificate,  its
         indebtedness  in respect of such  Securities  or portions  thereof will
         have been satisfied and discharged as contemplated in this Section, and
         (ii) an Opinion of Counsel to the effect that,  as a result of a change
         in law  occurring  or a ruling of the United  States  Internal  Revenue
         Service  issued  after the date of  issuance  of such  Securities,  the
         Holders  of  such  Securities,  or  portions  of the  principal  amount
         thereof,  will not  recognize  income,  gain or loss for United  States
         federal  income  tax  purposes  as a  result  of the  satisfaction  and
         discharge of the Company's  indebtedness in respect thereof and will be
         subject to United States federal income tax on the same amounts, at the
         same times and in the same manner as if such satisfaction and discharge
         had not been effected.

         Upon the  deposit  of  money  or  Eligible  Obligations,  or  both,  in
accordance  with this Section,  together with the documents  required by clauses
(x), (y) and (z) above,  the Trustee shall,  upon receipt of a Company  Request,
accompanied by an Officer's  Certificate and an Opinion of Counsel in compliance
with Section 102 of this Indenture,  acknowledge in writing that the Security or
Securities  or portions  thereof with respect to which such deposit was made are
deemed to have been paid for all purposes of this  Indenture and that the entire
indebtedness of the Company in respect thereof has been satisfied and discharged
as  contemplated  in this Section.  In the event that all of the  conditions set


                                       36


<PAGE>

forth in the  preceding  paragraph  shall have been  satisfied in respect of any
Securities  or portions  thereof  except  that,  for any reason,  the  Officer's
Certificate  and Opinion of Counsel  specified in clause (z) shall not have been
delivered,  such Securities or portions thereof shall  nevertheless be deemed to
have been paid for all  purposes  of this  Indenture,  and the  Holders  of such
Securities or portions  thereof shall  nevertheless be no longer entitled to the
benefits of this  Indenture  or of any of the  covenants  of the  Company  under
Article Six (except the covenants  contained in Sections 602 and 603 and Article
Eleven) or any other  covenants  made in respect of such  Securities or portions
thereof as contemplated  by Section 301, but the  indebtedness of the Company in
respect of such Securities or portions  thereof shall not be deemed to have been
satisfied  and  discharged  prior to  Maturity  for any other  purpose,  and the
Holders of such Securities or portions  thereof shall continue to be entitled to
look to the Company for payment of the indebtedness  represented  thereby;  and,
upon Company Request,  , accompanied by an Officer's  Certificate and an Opinion
of Counsel in compliance with Section 102 of this  Indenture,  the Trustee shall
acknowledge  in writing that such  Securities or portions  thereof are deemed to
have been paid for all purposes of this Indenture.

         If payment at Stated Maturity of less than all of the Securities of any
series, or any Tranche thereof, is to be provided for in the manner and with the
effect  provided in this  Section,  the  Security  Registrar  shall  select such
Securities,  or portions of principal amount thereof, in the manner specified by
Section 403 for  selection for  redemption of less than all the  Securities of a
series or Tranche.

         In the event that  Securities  which  shall be deemed to have been paid
for purposes of this  Indenture,  and, if such is the case,  in respect of which
the Company's  indebtedness  shall have been  satisfied and  discharged,  all as
provided in this Section do not mature and are not to be redeemed  within the 60
day  period  commencing  with the date of the  deposit  of  moneys  or  Eligible
Obligations, as aforesaid, the Company shall, as promptly as practicable, give a
notice,  in the same  manner  as a notice of  redemption  with  respect  to such
Securities,  to the Holders of such  Securities  to the effect that such deposit
has been made and the effect thereof.

         Notwithstanding  that any Securities  shall be deemed to have been paid
for purposes of this Indenture, as aforesaid, the obligations of the Company and
the Trustee in respect of such Securities under Sections 304, 305, 306, 404, 503
(as to notice of redemption), 602, 603, 907 and 915 and this Article Seven shall
survive.

         The Company  shall pay, and shall  indemnify  the Trustee or any Paying
Agent with which Eligible  Obligations  shall have been deposited as provided in
this  Section  against,  any tax,  fee or other  charge  imposed on or  assessed
against such  Eligible  Obligations  or the  principal  or interest  received in
respect of such Eligible  Obligations,  including,  but not limited to, any such
tax payable by any entity  deemed,  for tax purposes,  to have been created as a
result of such deposit.

         Anything  herein to the contrary  notwithstanding,  (a) if, at any time
after a  Security  would  be  deemed  to have  been  paid for  purposes  of this
Indenture,  and,  if such is the case,  the  Company's  indebtedness  in respect
thereof would be deemed to have been satisfied or  discharged,  pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying  Agent,  as the case may be,  shall be  required  to return  the money or


                                       37


<PAGE>

Eligible Obligations,  or combination thereof, deposited with it as aforesaid to
the  Company  or its  representative  under  any  applicable  Federal  or  State
bankruptcy,  insolvency or other similar law, such Security  shall  thereupon be
deemed retroactively not to have been paid and any satisfaction and discharge of
the Company's  indebtedness in respect thereof shall retroactively be deemed not
to have been effected,  and such Security shall be deemed to remain  Outstanding
and (b) any satisfaction and discharge of the Company's  indebtedness in respect
of any  Security  shall be subject to the  provisions  of the last  paragraph of
Section 603.

         Section 702   Satisfaction and Discharge of Indenture.  This  Indenture
                       ----------------------------------------
shall upon  Company  Request,  accompanied  by an Officer's  Certificate  and an
Opinion of Counsel in compliance with Section 102 of this Indenture, cease to be
of further effect (except as hereinafter  expressly provided),  and the Trustee,
at the expense of the Company,  shall execute proper  instruments  acknowledging
satisfaction and discharge of this Indenture, when

                  (a) no Securities remain Outstanding hereunder; and

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

provided,  however,  that if, in accordance  with the last  paragraph of Section
--------   -------
701,  any  Security,  previously  deemed to have been paid for  purposes of this
Indenture,  shall  be  deemed  retroactively  not to  have  been so  paid,  this
Indenture shall thereupon be deemed retroactively not to have been satisfied and
discharged,  as  aforesaid,  and to remain in full  force  and  effect,  and the
Company  shall  execute  and  deliver  such  instruments  as the  Trustee  shall
reasonably request to evidence and acknowledge the same.

         Notwithstanding  the  satisfaction  and discharge of this  Indenture as
aforesaid,  the  obligations  of the Company and the Trustee under Sections 304,
305, 306, 404, 503 (as to notice of redemption),  602, 603, 907 and 915 and this
Article Seven shall survive.

         Upon  satisfaction  and discharge of this Indenture as provided in this
Section,  the  Trustee  shall  assign,  transfer  and turn over to the  Company,
subject to the lien provided by Section 907, any and all money,  securities  and
other  property  then held by the  Trustee for the benefit of the Holders of the
Securities  other  than  money  and  Eligible  Obligations  held by the  Trustee
pursuant to Section 703.

         Section  703   Application   of  Trust  Money.   Neither  the  Eligible
                        ------------------------------
Obligations nor the money  deposited  pursuant to Section 701, nor the principal
or interest  payments on any such  Eligible  Obligations,  shall be withdrawn or
used for any purpose other than,  and shall be held in trust for, the payment of
the principal of and premium, if any, and interest, if any, on the Securities or
portions of principal  amount thereof in respect of which such deposit was made,
all subject, however, to the provisions of Section 603; provided, however, that,
                                                        -----------------
so long as there shall not have  occurred and be continuing an Event of Default,
any cash  received  from such  principal or interest  payments on such  Eligible
Obligations,  if not  then  needed  for  such  purpose,  shall,  to  the  extent
practicable and upon Company Request, be invested in Eligible Obligations of the
type  described in clause (b) in the first  paragraph of Section 701 maturing at
such times and in such amounts as shall be  sufficient,  together with any other
moneys and the principal of and interest on any other Eligible  Obligations then
held by the Trustee,  to pay when due the principal of and premium,  if any, and
interest,  if any, due and to become due on such Securities or portions  thereof


                                       38


<PAGE>

on and prior to the Maturity thereof, and interest earned from such reinvestment
shall be paid over to the Company as received, free and clear of any trust, lien
or pledge  under this  Indenture  except the lien  provided by Section  907; and
provided,  further,  that,  so long as  there  shall  not have  occurred  and be
------------------
continuing an Event of Default,  any moneys held in accordance with this Section
on the Maturity of all such  Securities in excess of the amount  required to pay
the  principal of and premium,  if any, and  interest,  if any, then due on such
Securities  shall be paid over to the Company free and clear of any trust,  lien
or pledge  under this  Indenture  except the lien  provided by Section  907; and
provided,  further,  that if an Event of  Default  shall  have  occurred  and be
------------------
continuing, moneys to be paid over to the Company pursuant to this Section shall
be held until such Event of Default shall have been waived or cured.

                                 ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES
                           ---------------------------

         Section 801 Events of Default. "Event of Default", wherever used herein
                     -----------------   ----------------
with respect to Securities of anyseries, means any one of the following events:

            (a) failure to pay interest,  if any, on any Security of such series
within 30 days after the same becomes due and payable; provided, however, that a
                                                       -----------------
valid extension of the interest payment period by the Company as contemplated in
Section 312 of this Indenture shall not constitute a failure to pay interest for
this purpose; or

            (b)  failure to pay the  principal  of or  premium,  if any,  on any
Security of such series at its Maturity; or

            (c) failure to perform or breach of any  covenant or warranty of the
Company in this  Indenture  (other  than a covenant or warranty a default in the
performance   of  which  or  breach  of  which  is  elsewhere  in  this  Section
specifically  dealt with or which has expressly  been included in this Indenture
solely  for the  benefit  of one or more  series of  Securities  other than such
series)  for a period of 90 days after there has been given,  by  registered  or
certified mail, to the Company by the Trustee, or to the Company and the Trustee
by the Holders of at least 33% in principal amount of the Outstanding Securities
of such series, a written notice specifying such default or breach and requiring
it to be  remedied  and  stating  that  such  notice is a  "Notice  of  Default"
hereunder,  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 entry by a court having  jurisdiction in the premises of (1)
a decree or order for relief in respect of the Company in an involuntary case or
proceeding  under  any  applicable  Federal  or  State  bankruptcy,  insolvency,
reorganization  or other  similar  law or (2) a decree  or order  adjudging  the
Company a bankrupt or  insolvent,  or approving as properly  filed a petition by


                                       39


<PAGE>

one or more Persons other than the Company seeking reorganization,  arrangement,
adjustment or  composition  of or in respect of the Company under any applicable
Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee,  sequestrator  or other  similar  official  for the  Company or for any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs, and any such decree or order for relief or any such other decree or
order shall have remained  unstayed and in effect for a period of 90 consecutive
days; or

            (e)  the  commencement  by  the  Company  of  a  voluntary  case  or
proceeding  under  any  applicable  Federal  or  State  bankruptcy,  insolvency,
reorganization  or other  similar law or of any other case or  proceeding  to be
adjudicated  a bankrupt  or  insolvent,  or the  consent by it to the entry of a
decree or order for  relief in respect  of the  Company in a case or  proceeding
under any applicable Federal or State bankruptcy, insolvency,  reorganization or
other similar law or to the commencement of any bankruptcy or insolvency case or
proceeding  against  it, or the filing by it of a petition  or answer or consent
seeking  reorganization or relief under any applicable  Federal or State law, or
the  consent by it to the filing of such  petition or to the  appointment  of or
taking  possession  by a custodian,  receiver,  liquidator,  assignee,  trustee,
sequestrator or similar  official of the Company or of any  substantial  part of
its property, or the making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as
they become due, or the  authorization of such action by the Board of Directors;
or

            (f) any other Event of Default  with respect to  Securities  of such
series as shall have been  specified  in the terms  thereof as  contemplated  by
Section 301(o).

         Section 802  Acceleration of Maturity; Rescission and Annulment.  If an
                      --------------------------------------------------
Event of Default due to the default in payment of principal of, premium, if any,
or  interest  on,  any  series  of  Securities  or  due to  the  default  in the
performance  or  breach  of any  other  covenant  or  warranty  of  the  Company
applicable  to  the  Securities  of  such  series  but  not  applicable  to  all
Outstanding Securities shall have occurred and be continuing, either the Trustee
or the Holders of not less than 33% in  principal  amount of the  Securities  of
such series may then declare the principal  amount (or, if any of the Securities
of such series are Discount Securities,  such portion of the principal amount as
may be specified  in the terms  thereof as  contemplated  by Section 301) of all
Securities  of such series and  interest  accrued  thereon to be due and payable
immediately.  If an Event of Default  due to default in the  performance  of any
other of the  covenants  or  agreements  herein  applicable  to all  Outstanding
Securities or an Event of Default  specified in Section 801(d) or (e) shall have
occurred and be  continuing,  either the Trustee or the Holders of not less than
33% in principal  amount of all Securities then  Outstanding  (considered as one
class),  and not the Holders of the  Securities  of any one of such series,  may
declare the principal of all Securities and interest  accrued  thereon to be due
and payable  immediately.  As a  consequence  of each such  declaration  (herein
referred to as a declaration of acceleration)  with respect to Securities of any
series,  the  principal  amount  (or  portion  thereof  in the case of  Discount
Securities) of such Securities and interest accrued thereon shall become due and
payable immediately.

         At any time after such a declaration  of  acceleration  with respect to
Securities  of any series  shall have been made and before a judgment  or decree
for  payment  of the money  due  shall  have been  obtained  by the  Trustee  as
hereinafter in this Article provided, the Event or Events of Default giving rise

                                       40

<PAGE>

to such  declaration of  acceleration  shall,  without further act, be deemed to
have been waived,  and such  declaration  and its  consequences  shall,  without
further act, be deemed to have been rescinded and annulled, if

            (a) the Company shall have paid or deposited  with the Trustee a sum
sufficient to pay

                        (1)  all  overdue  interest  on all  Securities  of such
            series;

                        (2)  the  principal  of  and  premium,  if  any,  on any
            Securities  of such series which have become due  otherwise  than by
            such declaration of acceleration and interest thereon at the rate or
            rates prescribed therefor in such Securities;

                        (3) to the  extent  that  payment  of such  interest  is
            lawful, interest upon overdue interest, if any, at the rate or rates
            prescribed therefor in such Securities;

                        (4) all amounts due to the Trustee under Section 907;

and

            (b) any other Event or Events of Default with respect to  Securities
of such series, other than the nonpayment of the principal of Securities of such
series which shall have become due solely by such  declaration of  acceleration,
shall have been cured or waived as provided in Section 813.

No such  rescission  shall affect any subsequent  Event of Default or impair any
right consequent thereon.

         Section 803  Collection of  Indebtedness  and Suits for  Enforcement by
                      ----------------------------------------------------------
Trustee.  If an Event of Default  described  in clause (a) or (b) of Section 801
-------
shall have occurred and be  continuing,  the Company  shall,  upon demand of the
Trustee,  pay to it, for the  benefit of the  Holders of the  Securities  of the
series  with  respect to which such Event of Default  shall have  occurred,  the
whole amount then due and payable on such  Securities for principal and premium,
if any, and interest,  if any, and, to the extent permitted by law,  interest on
any overdue principal and interest,  at the rate or rates prescribed therefor in
such  Securities,  and, in addition  thereto,  such  further  amount as shall be
sufficient to cover any amounts due to the Trustee under Section 907.

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

         If an Event of Default with respect to  Securities  of any series shall
have occurred and be continuing,  the Trustee may in its  discretion  proceed to


                                       41


<PAGE>

protect and enforce  its rights and the rights of the Holders of  Securities  of
such series under the Indenture by such appropriate  judicial proceedings as the
Trustee  shall deem most  effectual  to protect  and  enforce  any such  rights,
whether  for the  specific  enforcement  of any  covenant or  agreement  in this
Indenture or in aid of the exercise of any power granted  herein,  or to enforce
any other proper remedy.

         Section 804  Trustee May File Proofs of Claim. In case of the  pendency
                      --------------------------------
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,  composition or other judicial  proceeding relative to
the Company or any other  obligor  upon the  Securities  or the  property of the
Company or of such other obligor or their creditors,  the Trustee  (irrespective
of whether  the  principal  of the  Securities  shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee  shall have made any demand on the  Company  for the  payment of overdue
principal or interest) shall be entitled and empowered,  by intervention in such
proceeding or otherwise,

            (a) to file and  prove a claim for the  whole  amount of  principal,
premium,  if any,  and  interest,  if any,  owing and  unpaid in  respect of the
Securities  and to file such other  papers or  documents  as may be necessary or
advisable  in order to have the claims of the Trustee  (including  any claim for
amounts due to the Trustee under Section 907) and of the Holders allowed in such
judicial proceeding, and

            (b) to collect and receive any moneys or other  property  payable or
deliverable on any such claims and to distribute the same;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Holder to make such  payments  to the  Trustee  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 amounts due it under Section 907.

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

         Section  805    Trustee May  Enforce  Claims   Without   Possession  of
                         -------------------------------------------------------
Securities.  All  rights  of action  and  claims  under  this  Indenture  or the
----------
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after  provision  for the  payment  of the  reasonable  compensation,  expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit of the  Holders in  respect  of which  such  judgment  has been
recovered.

         Section 806 Application of Money Collected. Any money or other property
                     ------------------------------
collected  by the  Trustee  pursuant  to this  Article  and any  money  or other
property  distributable  in  respect  of the  Company's  obligations  under this
Indenture after an Event of Default shall be applied in the following  order, at
the date or dates fixed by the Trustee and, in case of the  distribution of such


                                       42


<PAGE>

money on account of principal  or premium,  if any, or  interest,  if any,  upon
presentation  of the  Securities in respect of which or for the benefit of which
such money shall have been collected and the notation  thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

            (a) To the payment of all amounts  due the  Trustee  (including  any
predecessor Trustee) under Section 907;

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

            (c) To the  payment of the  remainder,  if any, to the Company or to
whomsoever  may be  lawfully  entitled  to  receive  the  same or as a court  of
competent jurisdiction may direct.

         Section 807    Limitation on Suits.   No Holder shall have any right to
                        -------------------
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the  appointment  of a  receiver  or  trustee,  or for any  other  remedy
hereunder, unless:

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

            (b) the Holders of a majority in aggregate  principal  amount of the
Outstanding  Securities  of all  series in  respect of which an Event of Default
shall have occurred and be continuing,  considered as one class, shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default in its own name as Trustee hereunder;

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

            (d) the  Trustee  for 60 days  after  its  receipt  of such  notice,
request  and  offer  of  indemnity  shall  have  failed  to  institute  any such
proceeding; and

            (e) no direction  inconsistent  with such written request shall have
been given to the Trustee during such 60-day period by the Holders of a majority
in aggregate  principal  amount of the  Outstanding  Securities of all series in
respect of which an Event of  Default  shall have  occurred  and be  continuing,
considered as one class;

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

         Section  808   Unconditional  Right of Holders  to  Receive  Principal,
                        -------------------------------------------------------
Premium and Interest. Notwithstanding any other provision in this Indenture, the
--------------------

                                       43

<PAGE>

Holder  of  any   Security   shall  have  the  right,   which  is  absolute  and
unconditional,  to receive payment of the principal of and premium,  if any, and
(subject  to Sections  307 and 312)  interest,  if any, on such  Security on the
Stated  Maturity or  Maturities  expressed in such  Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment,  and such rights shall not be impaired  without the consent of
such Holder.

         Section 809   Restoration of Rights and Remedies. If the Trustee or any
                       ----------------------------------
any Holder has  instituted  any  proceeding to enforce any right or remedy under
this Indenture and such proceeding shall have been discontinued or abandoned for
any reason,  or shall have been  determined  adversely to the Trustee or to such
Holder,  then and in every  such  case,  subject  to any  determination  in such
proceeding, the Company, and Trustee and such Holder shall be restored severally
and respectively to their former  positions  hereunder and thereafter all rights
and  remedies of the Trustee  and such Holder  shall  continue as though no such
proceeding had been instituted.

         Section  810  Rights  and  Remedies  Cumulative.  Except  as  otherwise
                       ---------------------------------
provided  in the last  paragraph  of  Section  306,  no right or  remedy  herein
conferred  upon or  reserved  to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent  permitted by law, be cumulative and in addition to every other right and
remedy  given  hereunder  or now or  hereafter  existing  at law or in equity or
otherwise.  The  assertion or employment  of any right or remedy  hereunder,  or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         Section 811  Delay or Omission Not Waiver.  No delay or omission of the
                      ----------------------------
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default  shall impair any such right or remedy or  constitute a waiver of any
such Event of Default or an acquiescence  therein.  Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient,  by the Trustee or by the
Holders, as the case may be.

         Section 812 Control by Holders of Securities. The Holders of a majority
                     --------------------------------
in principal  amount of the Outstanding  Securities of any series shall have the
right to direct the time,  method and place of conducting any proceeding for any
remedy  available to the Trustee,  or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series;  provided,  however,
that if an Event of Default shall have  occurred and be continuing  with respect
to more than one series of  Securities,  the Holders of a majority in  aggregate
principal amount of the Outstanding Securities of all such series, considered as
one class,  shall have the right to make such direction,  and not the Holders of
the Securities of any one of such series; and provided,  further,  that (a) such
direction  shall not be in conflict with any rule of law or with this Indenture,
and could not involve the Trustee in personal  liability in circumstances  where
indemnity would not, in the Trustee's sole discretion,  be adequate, and (b) the
Trustee may take any other action,  deemed  proper by the Trustee,  which is not
inconsistent with any such direction.

         Section  813 Waiver of Past  Defaults.  The  Holders of not less than a
                      ------------------------
majority in principal amount of the Outstanding  Securities of any series may on


                                       44


<PAGE>

behalf  of the  Holders  of all the  Securities  of such  series  waive any past
default  hereunder  with respect to such series and its  consequences,  except a
default

            (a) in the  payment  of the  principal  of or  premium,  if any,  or
interest, if any, on any Security of such series, or

            (b) in respect of a covenant or provision hereof which under Section
1202  cannot be  modified  or amended  without the consent of the Holder of each
Outstanding Security of such series affected.

         Upon any such waiver,  such default  shall cease to exist,  and any and
all Events 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.

         Section 814  Undertaking  for Costs. The Company and the Trustee agree,
                      ----------------------
and each Holder 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,  suffered  or omitted by it as  Trustee,  the filing by any party
litigant in such suit of an  undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs,  including  reasonable
attorneys' fees,  against any party litigant in such suit,  having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company,  to any suit  instituted by the Trustee,  to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of all series in respect of which
such suit may be brought,  considered as one class, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or premium, if
any, or  interest,  if any, on any  Security on or after the Stated  Maturity or
Maturities  expressed in such  Security  (or, in the case of  redemption,  on or
after the Redemption Date).

         Section 815 Waiver of Stay or Extension Laws. The Company covenants (to
                     --------------------------------
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension  law  wherever  enacted,  now or at any time  hereafter in
force, which may affect the covenants or the performance of this Indenture;  and
the Company (to the extent that it may lawfully do so) hereby  expressly  waives
all benefit or advantage of any such law and covenants  that it will not hinder,
delay or impede the  execution of any power herein  granted to the Trustee,  but
will suffer and permit the  execution  of every such power as though no such law
had been enacted.

                                  ARTICLE NINE

                                   THE TRUSTEE
                                   -----------

         Section 901 Certain Duties and Responsibilities.  (a) Except during the
                     -----------------------------------
continuance of an Event of Default,

                                       45

<PAGE>

                  (1) the  Trustee  undertakes  to perform  such duties and only
         such duties as are  specifically  set forth in this  Indenture,  and no
         implied  covenants  or  obligations  shall be read into this  Indenture
         against the Trustee; and

                  (2) in the  absence of bad faith on its part,  the Trustee may
         conclusively   rely,  as  to  the  truth  of  the  statements  and  the
         correctness of the opinions  expressed  therein,  upon  certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this  Indenture;  but in the case of any such  certificates or opinions
         which by any 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  (but  need  not  confirm  or  investigate  the  accuracy  of
         mathematical calculations or other facts stated therein).

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

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

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

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

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction  of the  Holders of a  majority  in  principal  amount of the
         Outstanding  Securities  of  any  series,  determined  as  provided  in
         Sections  101 and  104,  relating  to the  time,  method  and  place of
         conducting any proceeding for any remedy  available to the Trustee,  or
         exercising any trust or power  conferred  upon the Trustee,  under this
         Indenture with respect to the Securities of such series.

            (d) No  provision  of this  Indenture  shall  require the Trustee to
expend or risk its own funds or otherwise  incur any financial  liability in the
performance  of any of its duties  hereunder,  or in the  exercise of any of its
rights or  powers,  if it shall  have  reasonable  grounds  for  believing  that
repayment of such funds or adequate  indemnity against such risk or liability is
not reasonably assured to it.

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

                                       46

<PAGE>

         Section 902   Notice of Defaults.  The Trustee shall give notice of any
                       ------------------
default  hereunder  known to the Trustee with respect to the  Securities  of any
series to the  Holders  of  Securities  of such  series in the manner and to the
extent  required to do so by the Trust  Indenture Act, unless such default shall
have been cured or waived; provided, however, that in the case of any default of
                           -----------------
the character  specified in Section  801(c),  no such notice to Holders shall be
given until at least 45 days after the  occurrence  thereof.  For the purpose of
this Section and clause (h) of Section 903, the term  "default"  means any event
which is, or after notice or lapse of time, or both,  would become,  an Event of
Default.

            Section 903 Certain Rights of Trustee.  Subject to the provisions of
                        -------------------------
Section 901 and to the applicable provisions of the Trust Indenture Act:

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

            (b) any request or direction of the Company  mentioned  herein shall
be sufficiently evidenced by a Company Request or Company Order, or as otherwise
expressly  provided herein,  and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

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

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

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

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

                                       47

<PAGE>

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

            (h) the Trustee  shall not be charged with  knowledge of any default
(as  defined  in  Section  902) or Event of  Default,  as the case may be,  with
respect to the Securities of any series for which it is acting as Trustee unless
either (1) a Responsible Officer of the Trustee shall have actual knowledge that
such default or Event of Default,  as the case may be, exists and  constitutes a
default or Event of Default under this  Indenture or (2) written  notice of such
default or Event of  Default,  as the case may be,  shall have been given in the
manner  provided in Section 105 hereof to the Trustee by the Company,  any other
obligor on such  Securities or by any Holder of such  Securities and such notice
refers to such Securities and this Indenture;

            (i) the rights,  privileges,  protections,  immunities  and benefits
given  to  the  Trustee,   including,   without  limitation,  its  right  to  be
indemnified,  are extended to, and shall be enforceable  by, the Trustee in each
of its capacities hereunder; and

            (j) the Trustee shall not be liable for any action it takes or omits
to take in good faith which it  reasonably  believes to be  authorized or within
its rights or powers.

         Section 904 Not Responsible for Recitals or Issuance of Securities. The
                     ------------------------------------------------------
recitals   contained  herein  and  in  the  Securities   (except  the  Trustee's
certificates of authentication) shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes  responsibility for
their  correctness.  The Trustee makes no  representations as to the validity or
sufficiency of this Indenture or of the Securities.  Neither the Trustee nor any
Authenticating  Agent shall be  accountable  for the use or  application  by the
Company of Securities or the proceeds thereof.

         Section   905  May  Hold   Securities.   Each  of  the   Trustee,   any
                        ----------------------
Authenticating  Agent,  any Paying  Agent,  any Security  Registrar or any other
agent of the Company,  in its individual or any other  capacity,  may become the
owner or  pledgee  of  Securities  and,  subject to  Sections  908 and 913,  may
otherwise  deal with the  Company  with the same rights it would have if it were
not the Trustee,  Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

         Section  906 Money Held in Trust.  Money  held by the  Trustee in trust
                      -------------------
hereunder need not be segregated from other funds, except to the extent required
by law.  The  Trustee  shall be under no  liability  for  interest  on any money
received by it hereunder except as expressly provided herein or otherwise agreed
with, and for the sole benefit of, the Company.

         Section 907 Compensation and Reimbursement. The Company shall
                     ------------------------------

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

                                       48

<PAGE>

            (b) except as otherwise  expressly  provided  herein,  reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
reasonably  incurred or made by the Trustee in accordance  with any provision of
this  Indenture  (including  the  reasonable  compensation  and the expenses and
disbursements  of its agents and  counsel),  except to the extent  that any such
expense,  disbursement  or advance may be  attributable  to the Trustee's  gross
negligence or wilful misconduct; and

            (c)  indemnify  the  Trustee  for,  and  hold it  harmless  from and
against, any loss, liability or expense reasonably incurred by it arising out of
or in connection  with the acceptance or  administration  of the trust or trusts
hereunder or the performance of its duties  hereunder,  including the reasonable
costs and  expenses  of  defending  itself  against  any claim or  liability  in
connection  with the  exercise  or  performance  of any of its  powers or duties
hereunder,  except to the  extent  any such loss,  liability  or expense  may be
attributable to its gross negligence or wilful misconduct.

         As security for the performance of the obligations of the Company under
this  Section,  the Trustee shall have a lien prior to the  Securities  upon all
property and funds held or collected by the Trustee as such, other than property
and funds held in trust  under  Section  703  (except as  otherwise  provided in
Section 703).

         In  addition  to and without  prejudice  to the rights  provided to the
Trustee under any of the  provisions of this  Indenture or applicable  law, when
the Trustee incurs  expenses or renders  services in connection with an Event of
Default specified in Section 801(d) or Section 801(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.

         "Trustee" for purposes of this Section  shall  include any  predecessor
          -------
Trustee; provided, however, that the negligence,  wilful misconduct or bad faith
         -----------------
of any  Trustee  hereunder  shall not  affect  the  rights of any other  Trustee
hereunder.

         The  provisions  of this Section 907 shall survive the discharge of the
Company's  obligations  in respect of any  Securities,  including  under Article
Seven,  the  termination of this Indenture for any reason and the resignation or
removal of any Trustee.

         Section 908  Disqualification;  Conflicting  Interests.  If the Trustee
                      -----------------------------------------
shall have or acquire any  conflicting  interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting  interest or resign to
the extent,  in the manner and with the effect,  and subject to the  conditions,
provided in the Trust Indenture Act and this Indenture.  For purposes of Section
310(b)(1)  of the  Trust  Indenture  Act  and to the  fullest  extent  permitted
thereby, the Trustee, in its capacity as trustee in respect of the Securities of
any series,  shall not be deemed to have a conflicting interest arising from its
capacity as trustee in respect of the  Securities  of any other  series.  To the
extent  permitted by the Trust  Indenture Act, the Indenture  dated as of May 1,
1991 between the Company and the  Trustee,  the  Indenture  dated as of June 13,
1997 among the Company, Toledo Edison Company and the Trustee, and the Indenture
dated as of October 24, 1997 between the Company and the Trustee shall be deemed
to be  specifically  described  for  the  purpose  of  the  proviso  to  Section
310(b)(i)(1)  of the Trust  Indenture  Act.  Nothing  herein  shall  prevent the


                                       49

<PAGE>

Trustee  from  filing with the  Commission  the  application  referred to in the
second to last paragraph of Section 310(b) of the Trust Indenture Act.

         Section 909 Corporate Trustee Required; Eligibility. There shall at all
                     ---------------------------------------
times be a Trustee hereunder which shall be

            (a) a corporation organized and doing business under the laws of the
United  States,  any State or  Territory  thereof or the  District of  Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital  and  surplus of at least  $50,000,000  and  subject to  supervision  or
examination by Federal or State authority, or

            (b) if and  to the  extent  permitted  by the  Commission  by  rule,
regulation or order upon  application,  a corporation or other Person  organized
and doing business under the laws of a foreign government, authorized under such
laws to exercise  corporate trust powers,  having a combined capital and surplus
of at least  $50,000,000  or the Dollar  equivalent  of the  applicable  foreign
currency and subject to  supervision or examination by authority of such foreign
government  or a  political  subdivision  thereof  substantially  equivalent  to
supervision or examination applicable to United States institutional trustees,

and, in either case,  qualified  and  eligible  under this Article and the Trust
Indenture  Act. If such  corporation  publishes  reports of  condition  at least
annually,  pursuant  to  law or to  the  requirements  of  such  supervising  or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such  corporation  shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at
any  time  the  Trustee  shall  cease  to be  eligible  in  accordance  with the
provisions of this Section,  it shall resign  immediately in the manner and with
the effect hereinafter specified in this Article.

         Section 910 Resignation and Removal;  Appointment of Successor.  (a) No
                     --------------------------------------------------
resignation or removal of the Trustee and no appointment of a successor  Trustee
pursuant  to this  Article  shall  become  effective  until  the  acceptance  of
appointment  by  the  successor   Trustee  in  accordance  with  the  applicable
requirements of Section 911.

            (b)  The  Trustee  may  resign  at  any  time  with  respect  to the
Securities  of one or more  series  by  giving  written  notice  thereof  to the
Company.  If the  instrument of acceptance  by a successor  Trustee  required by
Section 911 shall not have been  delivered  to the Trustee  within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent  jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

            (c) The  Trustee  may be  removed  at any time with  respect  to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company.

            (d) If at any time:

                        (1) the Trustee  shall fail to comply  with  Section 908
            after written  request  therefor by the Company or by any Holder who
            has been a bona fide Holder for at least six months, or

                                       50

<PAGE>

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

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

then,  in any such case,  (x) the Company by a Board  Resolution  may remove the
Trustee with respect to all Securities or (y) subject to Section 814, any Holder
who has been a bona  fide  Holder  for at least  six  months  may,  on behalf of
himself  and all others  similarly  situated,  petition  any court of  competent
jurisdiction  for the removal of the Trustee with respect to all  Securities and
the appointment of a successor Trustee or Trustees.

            (e) If the Trustee shall resign,  be removed or become  incapable of
acting,  or if a vacancy  shall  occur in the  office of  Trustee  for any cause
(other than as  contemplated  in clause (y) in Subsection  (d) of this Section),
with respect to the Securities of one or more series, the Company shall promptly
appoint a successor  Trustee or Trustees with respect to the  Securities of that
or those  series (it being  understood  that any such  successor  Trustee may be
appointed  with respect to the  Securities  of one or more or all of such series
and  that at any  time  there  shall be only one  Trustee  with  respect  to the
Securities  of any  particular  series)  and shall  comply  with the  applicable
requirements of Section 911. If, within one year after such resignation, removal
or  incapability,  or the occurrence of such vacancy,  a successor  Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal  amount of the Outstanding  Securities of such series
delivered  to the Company and the retiring  Trustee,  the  successor  Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable  requirements of Section 911,  become the successor  Trustee
with respect to the  Securities of such series and to that extent  supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders and accepted  appointment in the manner required by Section 911, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of itself and all others similarly situated,  petition
any court of competent  jurisdiction for the appointment of a successor  Trustee
with respect to the Securities of such series.

            (f) So long as no event which is, or after  notice or lapse of time,
or  both,  would  become,  an  Event  of  Default  shall  have  occurred  and be
continuing, and except with respect to a Trustee appointed by Act of the Holders
of a majority in  principal  amount of the  Outstanding  Securities  pursuant to
Subsection  (e) of this  Section,  if the Company  shall have  delivered  to the
Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a
date  specified   therein,   and  (ii)  an  instrument  of  acceptance  of  such
appointment,  effective as of such date, by such successor Trustee in accordance
with Section 911, the Trustee shall be deemed to have  resigned as  contemplated
in Subsection (b) of this Section, the successor Trustee shall be deemed to have
been  appointed by the Company  pursuant to  Subsection  (e) of this Section and
such  appointment  shall be deemed  to have been  accepted  as  contemplated  in

                                       51

<PAGE>

Section 911, all as of such date,  and all other  provisions of this Section and
Section 911 shall be applicable to such resignation,  appointment and acceptance
except to the extent inconsistent with this Subsection (f).

            (g) The Company (or, should the Company fail so to act promptly, the
successor  trustee at the  expense  of the  Company)  shall give  notice of each
resignation  and each removal of the Trustee with respect to the  Securities  of
any series and each  appointment  of a  successor  Trustee  with  respect to the
Securities of any series by mailing  written notice of such event by first-class
mail,  postage  prepaid,  to all Holders of  Securities  of such series as their
names and addresses appear in the Security  Register.  Each notice shall include
the name of the successor  Trustee with respect to the Securities of such series
and the address of its corporate trust office.

         Section 911 Acceptance of Appointment by Successor.  (a) In case of the
                     --------------------------------------
appointment  hereunder of a successor  Trustee with respect to the Securities of
all series, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring  Trustee an instrument  accepting
such  appointment,  and  thereupon  the  resignation  or removal of the retiring
Trustee shall become effective and such successor  Trustee,  without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the  retiring  Trustee;  but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of all sums owed to
it, execute and deliver an instrument transferring to such successor Trustee all
the rights,  powers and trusts of the  retiring  Trustee and shall duly  assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee hereunder,  subject  nevertheless to its lien provided for
in Section 907.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company,  the
retiring  Trustee and each  successor  Trustee with respect to the Securities of
one or more series shall  execute and deliver an indenture  supplemental  hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm to, and to vest in,  each  successor  Trustee  all the  rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates,  (2)
if the retiring  Trustee is not retiring with respect to all  Securities,  shall
contain  such  provisions  as shall be deemed  necessary or desirable to confirm
that all the rights,  powers,  trusts and duties of the  retiring  Trustee  with
respect  to the  Securities  of that or those  series as to which  the  retiring
Trustee is not retiring shall continue to be vested in the retiring  Trustee and
(3) shall add to or change any of the  provisions of this  Indenture as shall be
necessary  to  provide  for or  facilitate  the  administration  of  the  trusts
hereunder by more than one Trustee,  it being  understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same  trust and that each such  Trustee  shall be  trustee  of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture  the  resignation  or removal of the  retiring  Trustee  shall  become
effective  to the  extent  provided  therein  and each such  successor  Trustee,
without any further act,  deed or  conveyance,  shall become vested with all the
rights,  powers,  trusts and duties of the retiring  Trustee with respect to the
Securities of that or those series to which the  appointment  of such  successor
Trustee relates;  but, on request of the Company or any successor Trustee,  such
retiring  Trustee,  upon  payment  of all sums owed to it,  shall  duly  assign,
transfer  and deliver to such  successor  Trustee all property and money held by

                                       52

<PAGE>

such retiring Trustee  hereunder with respect to the Securities of that or those
series to which the  appointment  of such  successor  Trustee  relates,  subject
nevertheless to its lien provided for in Section 907.

            (c) Upon request of any such  successor  Trustee,  the Company shall
execute  any  instruments  which  fully vest in and  confirm  to such  successor
Trustee all such rights,  powers and trusts referred to in Subsection (a) or (b)
of this Section, as the case may be.

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

         Section  912   Merger,  Conversion,   Consolidation  or  Succession  to
                        --------------------------------------------------------
Business.  Any Person into which the Trustee may be merged or  converted or with
--------
which  it  may be  consolidated,  or  any  Person  resulting  from  any  merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding  to all or  substantially  all the  corporate  trust  business of the
Trustee,  shall be the successor of the Trustee hereunder,  provided such Person
shall be  otherwise  qualified  and  eligible  under this  Article,  without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto.  In case any Securities shall have been  authenticated,  but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such  authenticating  Trustee may adopt such authentication and
deliver  the  Securities  so  authenticated  with  the  same  effect  as if such
successor Trustee had itself authenticated such Securities.

         Section 913  Preferential Collection of Claims Against Company.  If the
                      -------------------------------------------------
Trustee  shall be or become a creditor of the Company or any other  obligor upon
the  Securities  (other than by reason of a  relationship  described  in Section
311(b) of the Trust  Indenture Act), the Trustee shall be subject to any and all
applicable  provisions of the Trust  Indenture  Act regarding the  collection of
claims against the Company or such other obligor. For purposes of Section 311(b)
of the Trust Indenture Act:

            (a) the term "cash  transaction" means any transaction in which full
payment for goods or securities sold is made within seven days after delivery of
the goods or  securities  in  currency or in checks or other  orders  drawn upon
banks or bankers and payable upon demand;

            (b) the term  "self-liquidating  paper"  means  any  draft,  bill of
exchange,  acceptance or obligation which is made, drawn, negotiated or incurred
by  the  Company  for  the  purpose  of  financing  the  purchase,   processing,
manufacturing,  shipment,  storage or sale of goods,  wares or  merchandise  and
which is secured by  documents  evidencing  title to,  possession  of, or a lien
upon, the goods,  wares or merchandise  or the  receivables or proceeds  arising
from the sale of the goods,  wares or merchandise  previously  constituting  the
security,  provided the security is received by the Trustee  simultaneously with
the  creation of the  creditor  relationship  with the Company  arising from the
making,  drawing,  negotiating  or  incurring  of the draft,  bill of  exchange,
acceptance or obligation.

         Section 914  Co-trustees and Separate  Trustees.  At any time or times,
                      ----------------------------------
for  the  purpose  of  meeting  the  legal   requirements   of  any   applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon

                                       53

<PAGE>

the  written  request  of the  Trustee  or of the  Holders  of at  least  33% in
principal amount of the Securities then Outstanding,  the Company shall for such
purpose join with the Trustee in the execution  and delivery of all  instruments
and agreements  necessary or proper to appoint,  one or more Persons approved by
the Trustee either to act as co-trustee,  jointly with the Trustee, or to act as
separate  trustee,  in either  case with such  powers as may be  provided in the
instrument  of  appointment,  and to vest  in such  Person  or  Persons,  in the
capacity  aforesaid,  any property,  title,  right or power deemed  necessary or
desirable,  subject to the other provisions of this Section. If the Company does
not join in such appointment within 15 days after the receipt by it of a request
so to do, or if an Event of Default shall have occurred and be  continuing,  the
Trustee alone shall have power to make such appointment.

         Should  any  written  instrument  or  instruments  from the  Company be
required  by any  co-trustee  or  separate  trustee so  appointed  to more fully
confirm to such co-trustee or separate  trustee such property,  title,  right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

         Every  co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions:

            (a) the Securities  shall be  authenticated  and delivered,  and all
rights,  powers,  duties and obligations  hereunder in respect of the custody of
securities,  cash and  other  personal  property  held  by,  or  required  to be
deposited or pledged with, the Trustee hereunder,  shall be exercised solely, by
the Trustee;

            (b) the rights,  powers,  duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property  covered by such appointment
shall be  conferred or imposed  upon and  exercised  or performed  either by the
Trustee or by the Trustee and such co-trustee or separate  trustee  jointly,  as
shall be provided  in the  instrument  appointing  such  co-trustee  or separate
trustee,  except to the extent that under any law of any  jurisdiction  in which
any  particular  act is to be  performed,  the Trustee shall be  incompetent  or
unqualified to perform such act, in which event such rights,  powers, duties and
obligations  shall be exercised  and  performed by such  co-trustee  or separate
trustee;

            (c) the Trustee at any time, by an instrument in writing executed by
it, with the concurrence of the Company, may accept the resignation of or remove
any  co-trustee or separate  trustee  appointed  under this Section,  and, if an
Event of Default shall have occurred and be  continuing,  the Trustee shall have
power to accept the resignation  of, or remove,  any such co-trustee or separate
trustee without the concurrence of the Company.  Upon the written request of the
Trustee,  the Company  shall join with the Trustee in the execution and delivery
of all  instruments  and  agreements  necessary  or  proper to  effectuate  such
resignation  or removal.  A successor to any  co-trustee or separate  trustee so
resigned or removed may be appointed in the manner provided in this Section;

            (d) no co-trustee or separate trustee  hereunder shall be personally
liable  by reason  of any act or  omission  of the  Trustee,  or any other  such
trustee  hereunder;  and the Trustee shall not be personally liable by reason of
any act or omission of any other such trustee hereunder; and

                                       54

<PAGE>

            (e) any Act of Holders  delivered to the Trustee  shall be deemed to
have been delivered to each such co-trustee and separate trustee.

         Section  915   Appointment of  Authenticating  Agent.  The  Trustee may
                        --------------------------------------
appoint an Authenticating  Agent or Agents with respect to the Securities of one
or more series, or Tranches thereof,  which shall be authorized to act on behalf
of the Trustee to authenticate  Securities of such series or Tranche issued upon
original  issuance  and upon  exchange,  registration  of  transfer  or  partial
redemption  thereof or pursuant to Section 306, and Securities so  authenticated
shall be  entitled  to the  benefits  of this  Indenture  and shall be valid and
obligatory  for all  purposes  as if  authenticated  by the  Trustee  hereunder.
Wherever  reference is made in this Indenture to the authentication and delivery
of  Securities by the Trustee or the Trustee's  certificate  of  authentication,
such reference shall be deemed to include  authentication and delivery on behalf
of the Trustee by an  Authenticating  Agent and a certificate of  authentication
executed  on  behalf  of  the   Trustee  by  an   Authenticating   Agent.   Each
Authenticating  Agent shall be  acceptable to the Company and shall at all times
be a  corporation  organized  and doing  business  under the laws of the  United
States,  any State or territory thereof or the District of Columbia,  authorized
under such laws to act as  Authenticating  Agent,  having a combined capital and
surplus of not less than  $50,000,000  and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition  at least  annually,  pursuant to law or to the  requirements  of said
supervising or examining  authority,  then for the purposes of this Section, the
combined capital and surplus of such Authenticating  Agent shall be deemed to be
its  combined  capital  and  surplus as set forth in its most  recent  report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section,  such Authenticating
Agent shall resign  immediately  in the manner and with the effect  specified in
this Section.

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

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

                                       55

<PAGE>

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

         The provisions of Sections 308, 904 and 905 shall be applicable to each
Authenticating Agent.

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

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

Dated:                                      JPMorgan Chase Bank
                                            As Trustee


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


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

         If all of the  Securities of a series may not be  originally  issued at
one time, and if the Trustee does not have an office  capable of  authenticating
Securities  upon  original  issuance  located  in a Place of  Payment  where the
Company  wishes to have  Securities of such series  authenticated  upon original
issuance,  the Trustee, if so requested by the Company in writing (which writing
need not comply with  Section 102 and need not be  accompanied  by an Opinion of
Counsel),  shall appoint, in accordance with this Section and in accordance with
such procedures as shall be acceptable to the Trustee,  an Authenticating  Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.

                                  ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
                -------------------------------------------------

         Section 1001 Lists of Holders.  Semiannually, not later than June 1 and
                      ----------------
December 1 in each year,  commencing June 1, 2004 and at such other times as the
Trustee  may  request  in  writing,  the  Company  shall  furnish or cause to be
furnished  to the  Trustee  information  as to the  names and  addresses  of the
Holders, and the Trustee shall preserve such information and similar information
received  by it in any  other  capacity  and  afford  to the  Holders  access to
information  so preserved by it, all to such extent,  if any, and in such manner
as shall be required by the Trust Indenture Act; provided, however, that no such
                                                 -----------------
list need be furnished so long as the Trustee shall be the Security Registrar.

                                       56

<PAGE>

         Section 1002 Reports by Trustee and Company.  Not later than July 15 in
                      ------------------------------
each year,  commencing  with the year 2004,  the Trustee  shall  transmit to the
Holders,  the Commission and each securities  exchange upon which any Securities
are listed, a report, dated as of the next preceding May 15, with respect to any
events and other matters described in Section 313(a) of the Trust Indenture Act,
in such  manner and to the  extent  required  by the Trust  Indenture  Act.  The
Trustee  shall  transmit to the  Holders,  the  Commission  and each  securities
exchange upon which any Securities  are listed,  and the Company shall file with
the  Trustee  (within 30 days after  filing with the  Commission  in the case of
reports  which  pursuant  to the  Trust  Indenture  Act must be  filed  with the
Commission and furnished to the Trustee) and transmit to the Holders, such other
information,  reports  and other  documents,  if any,  at such times and in such
manner,  as shall be  required by the Trust  Indenture  Act.  The Company  shall
notify the Trustee of the listing of any Securities on any securities  exchange.
Delivery of such reports,  information  and documents  filed with the Commission
pursuant to the Securities  Exchange Act of 1934, as amended,  to the Trustee is
for  informational  purposes only,  and the Trustee's  receipt of such shall not
constitute notice or 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 Officer's Certificates).

                                 ARTICLE ELEVEN

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER
               ---------------------------------------------------

         Section 1101 Company May  Consolidate,  etc. Only on Certain Terms. The
                      -----------------------------------------------------
Company shall not consolidate with or merge into any other Person,  or convey or
otherwise  transfer  or lease its  properties  and  assets  substantially  as an
entirety to any Person, unless

            (a) the  Person  formed  by such  consolidation  or into  which  the
Company is merged or the Person which  acquires by  conveyance  or transfer,  or
which  leases,  the  properties  and assets of the Company  substantially  as an
entirety shall be a Person  organized and validly existing under the laws of the
United  States,  any  State  thereof  or the  District  of  Columbia,  and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee,  in form satisfactory to the Trustee,  the due and punctual payment
of  the  principal  of and  premium,  if  any,  and  interest,  if  any,  on all
Outstanding  Securities and the  performance of every covenant of this Indenture
on the part of the Company to be performed or observed;

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

            (c) the Company  shall have  delivered  to the Trustee an  Officer's
Certificate  and an Opinion of Counsel,  each stating  that such  consolidation,
merger,  conveyance,  or other transfer or lease and such supplemental indenture
comply with this Article and that all conditions  precedent  herein provided for
relating to such transactions have been complied with.

         Section 1102 Successor Person  Substituted.  Upon any  consolidation by
                      -----------------------------
the  Company  with or  merger  by the  Company  into  any  other  Person  or any
conveyance,  or other  transfer  or lease of the  properties  and  assets of the

                                       57

<PAGE>

Company  substantially  as an entirety in  accordance  with  Section  1101,  the
successor  Person  formed by such  consolidation  or into  which the  Company is
merged or the Person to which such  conveyance,  transfer or lease is made shall
succeed to, and be  substituted  for, and may exercise every right and power of,
the  Company  under this  Indenture  with the same  effect as if such  successor
Person had been named as the Company herein, and thereafter,  except in the case
of a lease,  the  predecessor  Person shall be relieved of and released from all
obligations  and covenants  under this Indenture and the Securities  Outstanding
hereunder.

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES
                             -----------------------

         Section  1201  Supplemental  Indentures  Without  Consent  of  Holders.
                        -------------------------------------------------------
Without the consent of any Holders, the Company and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

            (a) to evidence the  succession of another Person to the Company and
the  assumption by any such successor of the covenants of the Company herein and
in the Securities, all as provided in Article Eleven; or

            (b) to add one or more covenants of the Company or other  provisions
for the  benefit of all  Holders or for the  benefit  of the  Holders  of, or to
remain in effect only so long as there shall be  Outstanding,  Securities of one
or more specified  series,  or one or more  specified  Tranches  thereof,  or to
surrender any right or power herein conferred upon the Company; or

            (c) to add any  additional  Events of Default with respect to all or
any series of Securities Outstanding hereunder; or

            (d) to change or eliminate any provision of this Indenture or to add
any new provision to this  Indenture;  provided,  however,  that if such change,
                                       ------------------
elimination or addition shall  adversely  affect the interests of the Holders of
Securities of any series or Tranche Outstanding, other than any series the terms
of which  permit  such  change,  elimination  or  addition,  on the date of such
indenture supplemental hereto in any material respect, such change,  elimination
or addition  shall become  effective with respect to such series or Tranche only
pursuant to the  provisions  of Section  1202 hereof or when no Security of such
series or Tranche remains Outstanding; or

            (e) to  provide  collateral  security  for all  but not  part of the
Securities; or

            (f) to establish  the form or terms of  Securities  of any series or
Tranche as contemplated by Sections 201 and 301; or

            (g) to  provide  for  the  authentication  and  delivery  of  bearer
securities  and coupons  appertaining  thereto  representing  interest,  if any,
thereon and for the procedures for the  registration,  exchange and  replacement
thereof  and for the giving of notice to,  and the  solicitation  of the vote or

                                       58

<PAGE>

consent of, the holders  thereof,  and for any and all other matters  incidental
thereto; or

            (h) to  evidence  and  provide  for the  acceptance  of  appointment
hereunder by a separate or successor  Trustee or co-trustee  with respect to the
Securities  of one or more series and to add to or change any of the  provisions
of this  Indenture  as shall be  necessary  to  provide  for or  facilitate  the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 911(b); or

            (i) to provide for the procedures  required to permit the Company to
utilize, at its option, a noncertificated system of registration for all, or any
series or Tranche of, the Securities; or

            (j) to change  any place or  places  where (1) all or any  series of
Securities,  or any Tranche  thereof,  may be surrendered  for  registration  of
transfer,  (2) all or any series of Securities,  or any Tranche thereof,  may be
surrendered  for  exchange and (3) notices and demands to or upon the Company in
respect of all or any series of  Securities,  or any Tranche  thereof,  and this
Indenture may be served; or

            (k) to cure any  ambiguity,  to correct or supplement  any provision
herein which may be defective or inconsistent  with any other provision  herein,
or to make any other changes to the provisions hereof or to add other provisions
with respect to matters or questions arising under this Indenture, provided that
such other changes or additions shall not adversely  affect the interests of the
Holders of Securities of any series or Tranche in any material respect.

         Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter shall be amended and

                        (x) if any  such  amendment  shall  require  one or more
            changes  to any  provisions  hereof or the  inclusion  herein of any
            additional  provisions,  or shall by  operation  of law be deemed to
            effect such changes or incorporate  such  provisions by reference or
            otherwise, this Indenture shall be deemed to have been amended so as
            to conform to such  amendment  to the Trust  Indenture  Act, and the
            Company and the  Trustee  may,  without the consent of any  Holders,
            enter into an  indenture  supplemental  hereto to effect or evidence
            such changes or additional provisions; or

                        (y) if any  such  amendment  shall  permit  one or  more
            changes to, or the elimination  of, any provisions  hereof which, at
            the  date  of the  execution  and  delivery  hereof  or at any  time
            thereafter,  are required by the Trust Indenture Act to be contained
            herein,  the Company and the Trustee may, without the consent of any
            Holders,  enter into an indenture supplemental hereto to effect such
            change or elimination herein.

         Section 1202  Supplemental Indentures With Consent of Holders. With the
                       ------------------------------------------------
consent of the  Holders  of a  majority  in  aggregate  principal  amount of the
Securities of all series then  Outstanding  under this Indenture,  considered as
one class, by Act of said Holders delivered to the Company and the Trustee,  the
Company,  when authorized by a Board Resolution,  and the Trustee may enter into

                                       59

<PAGE>

an indenture  or  indentures  supplemental  hereto for the purpose of adding any
provisions  to, or changing in any manner or  eliminating  any of the provisions
of,  this  Indenture  or  modifying  in any manner the rights of the  Holders of
Securities of such series under the Indenture;  provided, however, that if there
                                                -----------------
shall be  Securities  of more than one  series  Outstanding  hereunder  and if a
proposed supplemental  indenture shall directly affect the rights of the Holders
of  Securities  of one or more,  but less than  all,  of such  series,  then the
consent only of the Holders of a majority in aggregate  principal  amount of the
Outstanding  Securities  of all series so directly  affected,  considered as one
class, shall be required;  and provided,  further, that if the Securities of any
                               ------------------
series  shall  have been  issued in more than one  Tranche  and if the  proposed
supplemental  indenture  shall  directly  affect  the  rights of the  Holders of
Securities of one or more, but less than all, of such Tranches, then the consent
only  of  the  Holders  of a  majority  in  aggregate  principal  amount  of the
Outstanding  Securities of all Tranches so directly affected,  considered as one
class,  shall be required;  and  provided,  further,  that no such  supplemental
                                 ------------------
indenture shall:

            (a)  change  the  Stated  Maturity  of  the  principal  of,  or  any
installment  of  principal  of or  interest  on,  any  Security,  or reduce  the
principal  amount thereof or the rate of interest  thereon (or the amount of any
installment of interest  thereon) or change the method of calculating  such rate
or reduce any premium payable upon the redemption  thereof, or reduce the amount
of the  principal  of a Discount  Security  that would be due and payable upon a
declaration of acceleration of the Maturity  thereof pursuant to Section 802, or
change any Place of Payment  where or the coin or currency (or other  property),
in which any  Security or any  premium or the  interest  thereon is payable,  or
impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity of any Security (or, in the case of redemption,  on or
after the Redemption Date), without, in any such case, the consent of the Holder
of such Security, or

            (b) reduce the  percentage  in principal  amount of the  Outstanding
Securities of any series, or any Tranche thereof,  the consent of the Holders of
which is required  for any such  supplemental  indenture,  or the consent of the
Holders of which is required for any waiver of compliance  with any provision of
this Indenture or of any default hereunder and its  consequences,  or reduce the
requirements  of Section 1304 for quorum or voting,  without,  in any such case,
the  consent  of the  Holders of each  Outstanding  Security  of such  series or
Tranche, or

            (c) modify any of the  provisions  of this  Section,  Section 607 or
Section  813 with  respect  to the  Securities  of any  series,  or any  Tranche
thereof,  except to increase the percentages in principal  amount referred to in
this Section or such other Sections or to provide that other  provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this clause shall
                                       -----------------
not be deemed to require the  consent of any Holder  with  respect to changes in
the references to "the Trustee" and concomitant  changes in this Section, or the
deletion  of this  proviso,  in  accordance  with the  requirements  of Sections
911(b), 914 and 1201(h).

         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 one or more
Tranches  thereof,  or which modifies the rights of the Holders of 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  of
any other series or Tranche.

                                       60
<PAGE>

         It shall not be necessary  for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall  approve the  substance  thereof.  A waiver by a
Holder of such  Holder's  right to consent under this Section shall be deemed to
be a consent of such Holder.

         Section 1203  Execution of Supplemental  Indentures.  In executing,  or
                       -------------------------------------
accepting the additional trusts created by, any supplemental indenture permitted
by this  Article or the  modifications  thereby  of the  trusts  created by this
Indenture,  the Trustee  shall be entitled to receive,  and  (subject to Section
901) shall be fully  protected in relying  upon,  an Opinion of Counsel  stating
that the execution of such supplemental  indenture is authorized or permitted by
this  Indenture.  The Trustee may, but shall not be obligated to, enter into any
such  supplemental  indenture  which affects the  Trustee's own rights,  duties,
immunities or liabilities under this Indenture or otherwise.

         Section 1204  Effect of Supplemental Indentures.  Upon the execution of
                       ---------------------------------
any supplemental  indenture under this Article, this Indenture shall be modified
in accordance  therewith,  and such supplemental  indenture shall form a part of
this Indenture for all purposes;  and every Holder of Securities  theretofore or
thereafter  authenticated  and delivered  hereunder shall be bound thereby.  Any
supplemental  indenture  permitted by this Article may restate this Indenture in
its entirety, and, upon the execution and delivery thereof, any such restatement
shall supersede this Indenture as theretofore in effect for all purposes.

         Section 1205   Conformity  With Trust Indenture Act.  Unless  otherwise
                        ------------------------------------
provided  as  contemplated  by  Section  301  with  respect  to  any  series  of
Securities, every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

         Section  1206   Reference in  Securities  to  Supplemental  Indentures.
                         ------------------------------------------------------
Securities of any series,  or any Tranche thereof,  authenticated  and delivered
after the execution of any supplemental  indenture pursuant to this Article may,
and shall if required by the  Trustee,  bear a notation in form  approved by the
Trustee as to any matter  provided for in such  supplemental  indenture.  If the
Company  shall so  determine,  new  Securities  of any  series,  or any  Tranche
thereof,  so  modified  as to  conform,  in the  opinion of the  Trustee and the
Company, to any such supplemental  indenture may be prepared and executed by the
Company  and  authenticated  and  delivered  by  the  Trustee  in  exchange  for
Outstanding Securities of such series or Tranche.

         Section 1207  Modification Without Supplemental Indenture. If the terms
                       -------------------------------------------
of any particular  series of Securities  shall have been  established in a Board
Resolution or an Officer's  Certificate as  contemplated by Section 301, and not
in an indenture supplemental hereto, additions to, changes in or the elimination
of any of such terms may be effected by means of a supplemental Board Resolution
or Officer's Certificate, as the case may be, delivered to, and accepted by, the
Trustee; provided, however, that such supplemental Board Resolution or Officer's
         -----------------
Certificate  shall not be  accepted  by the Trustee or  otherwise  be  effective
unless all conditions set forth in this Indenture  which would be required to be
satisfied  if  such  additions,  changes  or  elimination  were  contained  in a
supplemental  indenture  shall  have  been  appropriately  satisfied.  Upon  the
acceptance  thereof by the Trustee,  any such  supplemental  Board Resolution or

                                       61

<PAGE>

Officer's  Certificate  shall be deemed  to be a  "supplemental  indenture"  for
purposes of Sections 1204 and 1206.

                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING
                   -------------------------------------------

         Section 1301  Purposes for Which  Meetings May Be Called.  A meeting of
                       ------------------------------------------
Holders of Securities of one or more, or all, series, or any Tranche or Tranches
thereof,  may be  called  at any  time and from  time to time  pursuant  to this
Article to make,  give or take any request,  demand,  authorization,  direction,
notice,  consent,  waiver or other action provided by this Indenture to be made,
given or taken by Holders of Securities of such series or Tranches.

         Section 1302 Call, Notice and Place of Meetings. (a) The Trustee may at
                      ----------------------------------
any time call a meeting of Holders of Securities of one or more, or all, series,
or any Tranche or Tranches  thereof,  for any purpose specified in Section 1301,
to be held at such time and at such place in the Borough of Manhattan,  The City
of New York,  as the  Trustee  shall  determine,  or,  with the  approval of the
Company,  at any other place.  Notice of every such  meeting,  setting forth the
time and the place of such meeting and in general  terms the action  proposed to
be taken at such meeting, shall be given, in the manner provided in Section 106,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

            (b) If the Trustee  shall have been  requested  to call a meeting of
the Holders of  Securities  of one or more,  or all,  series,  or any Tranche or
Tranches thereof, by the Company or by the Holders of 33% in aggregate principal
amount of all of such  series and  Tranches,  considered  as one class,  for any
purpose  specified  in  Section  1301,  by  written  request  setting  forth  in
reasonable  detail  the  action  proposed  to be taken at the  meeting,  and the
Trustee  shall not have  given the notice of such  meeting  within 21 days after
receipt of such request or shall not thereafter  proceed to cause the meeting to
be held as provided  herein,  then the Company or the Holders of  Securities  of
such series and Tranches in the amount above specified,  as the case may be, may
determine  the time and the place in the Borough of  Manhattan,  The City of New
York,  or in such other place as shall be determined or approved by the Company,
for such  meeting and may call such meeting for such  purposes by giving  notice
thereof as provided in Subsection (a) of this Section.

            (c) Any  meeting of Holders of  Securities  of one or more,  or all,
series, or any Tranche or Tranches thereof, shall be valid without notice if the
Holders of all Outstanding  Securities of such series or Tranches are present in
person or by proxy and if  representatives  of the  Company  and the Trustee are
present,  or if notice is waived in writing  before or after the  meeting by the
Holders of all Outstanding Securities of such series, or any Tranche or Tranches
thereof,  or by such of them as are not  present at the  meeting in person or by
proxy, and by the Company and the Trustee.

         Section  1303 Persons  Entitled to Vote at Meetings.  To be entitled to
                       -------------------------------------
vote at any meeting of Holders of Securities of one or more, or all, series,  or
any Tranche or Tranches  thereof,  a Person shall be (a) a Holder of one or more
Outstanding  Securities of such series or Tranches, or (b) a Person appointed by
an  instrument  in  writing  as proxy  for a Holder  or  Holders  of one or more
Outstanding Securities of such series or Tranches by such Holder or Holders. The

                                       62

<PAGE>

only  Persons  who shall be  entitled  to  attend  any  meeting  of  Holders  of
Securities  of any series or Tranche  shall be the  Persons  entitled to vote at
such  meeting  and their  counsel,  any  representatives  of the Trustee and its
counsel and any representatives of the Company and its counsel.

         Section 1304   Quorum; Action.  The Persons entitled to vote a majority
                        --------------
in aggregate  principal  amount of the Outstanding  Securities of the series and
Tranches with respect to which a meeting shall have been called as  hereinbefore
provided,  considered as one class,  shall  constitute a quorum for a meeting of
Holders of Securities of such series and Tranches;  provided,  however,  that if
any  action  is to be taken  at such  meeting  which  this  Indenture  expressly
provides  may be taken by the Holders of a specified  percentage,  which is less
than a majority,  in  principal  amount of the  Outstanding  Securities  of such
series and Tranches,  considered as one class, the Persons entitled to vote such
specified  percentage in principal amount of the Outstanding  Securities of such
series and Tranches,  considered as one class, shall constitute a quorum. In the
absence of a quorum within one hour of the time  appointed for any such meeting,
the meeting  shall,  if convened at the request of Holders of Securities of such
series  and  Tranches,  be  dissolved.  In any  other  case the  meeting  may be
adjourned  for such period as may be  determined  by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned  meeting,  such  adjourned  meeting may be further  adjourned for such
period  as may be  determined  by the  chairman  of  the  meeting  prior  to the
adjournment of such adjourned  meeting.  Except as provided by Section  1305(e),
notice of the  reconvening of any meeting  adjourned for more than 30 days shall
be given as provided in Section  1302(a) not less than 10 days prior to the date
on which the meeting is scheduled to be reconvened. Notice of the reconvening of
an adjourned meeting shall state expressly the percentage, as provided above, of
the principal  amount of the Outstanding  Securities of such series and Tranches
which shall constitute a quorum.

         Except as  limited by  Section  1202,  any  resolution  presented  to a
meeting or  adjourned  meeting duly  reconvened  at which a quorum is present as
aforesaid  may be  adopted  only by the  affirmative  vote of the  Holders  of a
majority in aggregate  principal  amount of the  Outstanding  Securities  of the
series and Tranches  with respect to which such meeting  shall have been called,
considered as one class;  provided,  however,  that,  except as so limited,  any
                          ------------------
resolution  with respect to any action which this Indenture  expressly  provides
may be taken by the  Holders  of a  specified  percentage,  which is less than a
majority,  in principal amount of the Outstanding  Securities of such series and
Tranches,  considered as one class,  may be adopted at a meeting or an adjourned
meeting  duly  reconvened  and at which a quorum is present as  aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the  Outstanding  Securities of such series and  Tranches,  considered as one
class.

         Any  resolution  passed or decision  taken at any meeting of Holders of
Securities duly held in accordance with this Section shall be binding on all the
Holders of  Securities  of the series and  Tranches  with  respect to which such
meeting  shall have been  held,  whether or not  present or  represented  at the
meeting.

         Section 1305  Attendance at Meetings;  Determination  of Voting Rights;
                       ---------------------------------------------------------
Conduct and  Adjournment  of Meetings.  (a) Attendance at meetings of Holders of
-------------------------------------

                                       63

<PAGE>

Securities  may be in person or by proxy;  and, to the extent  permitted by law,
any such proxy shall remain in effect and be binding  upon any future  Holder of
the Securities with respect to which it was given unless and until  specifically
revoked by the Holder or future Holder of such Securities before being voted.

            (b)  Notwithstanding  any other  provisions of this  Indenture,  the
Trustee may make such  reasonable  regulations  as it may deem advisable for any
meeting  of  Holders  of  Securities  in regard to proof of the  holding of such
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 deem  appropriate.  Except as
otherwise  permitted  or  required  by any  such  regulations,  the  holding  of
Securities  shall be proved  in the  manner  specified  in  Section  104 and the
appointment of any proxy shall be proved in the manner specified in Section 104.
Such  regulations  may provide  that  written  instruments  appointing  proxies,
regular on their  face,  may be  presumed  valid and  genuine  without the proof
specified in Section 104 or other proof.

            (c) 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 Holders as  provided  in Section  1302(b),  in which case the
Company or the  Holders of  Securities  of the series and  Tranches  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 vote of the Persons entitled to vote a majority in aggregate principal amount
of the  Outstanding  Securities  of all series and Tranches  represented  at the
meeting, considered as one class.

            (d) At any  meeting  each  Holder or proxy  shall be entitled to one
vote for each $1 principal  amount of  Securities  held or  represented  by him;
provided,  however,  that no vote  shall be cast or  counted  at any  meeting in
respect of any Security  challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding.  The chairman of the meeting shall have no
right to vote, except as a Holder of a Security or proxy.

            (e) Any  meeting  duly called  pursuant  to Section  1302 at which a
quorum is present may be adjourned from time to time by Persons entitled to vote
a majority in aggregate  principal  amount of the Outstanding  Securities of all
series and Tranches represented at the meeting, considered as one class; and the
meeting may be held as so adjourned without further notice.

         Section 1306 Counting Votes and Recording Action of Meetings.  The vote
                      -----------------------------------------------
upon any  resolution  submitted  to any  meeting of Holders  shall be by written
ballots on which shall be subscribed  the  signatures of the Holders or of their
representatives  by proxy and the  principal  amounts and serial  numbers of the
Outstanding  Securities,  of the series and  Tranches  with respect to which the
meeting  shall have been called,  held or  represented  by them.  The  permanent
chairman of the meeting  shall  appoint two  inspectors of votes who shall count
all votes cast at the meeting for or against any  resolution  and who shall make
and file with the secretary of the meeting their verified written reports of all
votes  cast at the  meeting.  A record of the  proceedings  of each  meeting  of
Holders  shall be  prepared by the  secretary  of the meeting and there shall be
attached to said record the original  reports of the  inspectors of votes on any
vote by ballot  taken  thereat  and  affidavits  by one or more  persons  having

                                       64

<PAGE>

knowledge  of the facts  setting  forth a copy of the notice of the  meeting and
showing  that said  notice  was  given as  provided  in  Section  1302  and,  if
applicable,  Section  1304.  Each  copy  shall be  signed  and  verified  by the
affidavits of the  permanent  chairman and secretary of the meeting and one such
copy  shall be  delivered  to the  Company,  and  another  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.

         Section 1307 Action Without Meeting.  In lieu of a vote of Holders at a
                      ----------------------
meeting as  hereinbefore  contemplated  in this  Article,  any request,  demand,
authorization,  direction,  notice, consent, waiver or other action may be made,
given or taken by Holders by written instruments as provided in Section 104.

                                ARTICLE FOURTEEN

         IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS
         ---------------------------------------------------------------

         Section 1401 Liability Solely  Corporate.  No recourse shall be had for
                      ---------------------------
the payment of the principal of or premium, if any, or interest,  if any, on any
Securities,  or any part thereof, or for any claim based thereon or otherwise in
respect  thereof,  or of the  indebtedness  represented  thereby,  or  upon  any
obligation,   covenant  or   agreement   under  this   Indenture,   against  any
incorporator, shareholder, officer or director, as such, past, present or future
of the Company or of any predecessor or successor  corporation  (either directly
or through the Company or a predecessor  or successor  corporation),  whether by
virtue  of any  constitutional  provision,  statute  or rule  of law,  or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood  that this Indenture and all the Securities are solely  corporate
obligations,  and that no personal  liability  whatsoever shall attach to, or be
incurred by, any incorporator,  shareholder,  officer or director, past, present
or future, of the Company or of any predecessor or successor corporation, either
directly  or  indirectly  through the Company or any  predecessor  or  successor
corporation, because of the indebtedness hereby authorized or under or by reason
of any of the obligations,  covenants or agreements  contained in this Indenture
or in any of the Securities or to be implied herefrom or therefrom, and that any
such personal  liability is hereby  expressly waived and released as a condition
of, and as part of the  consideration  for, the execution of this  Indenture and
the issuance of the Securities.

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

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

                                       65

<PAGE>


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

                           THE CLEVELAND ELECTRIC ILLUMINATING COMPANY


                           By:
                                ------------------------------------------------
                                Randy Scilla
                                Assistant Treasurer

                                JPMORGAN CHASE BANK,
                                as Trustee


                           By:
                                ------------------------------------------------
                                James Freeman
                                Vice President