<PAGE>
 
                                                    Exhibit (4)-34
                                                    Commonwealth Edison Company
                                                    Form 10-K  File No. 1-1839









                          COMMONWEALTH EDISON COMPANY,
                                     Issuer

                                      AND

                           WILMINGTON TRUST COMPANY,
                                    Trustee


                                   INDENTURE

                         Dated as of September 1, 1995

                          Subordinated Debt Securities
<PAGE>
 
                                   ARTICLE I
                                  DEFINITIONS . . . . . . . . . . .      1
SECTION 1.01.  Definitions of Terms . . . . . . . . . . . . . . . .      1

                                   ARTICLE II
                     ISSUE, DESCRIPTION, TERMS, EXECUTION,
                 REGISTRATION AND EXCHANGE OF DEBT SECURITIES . . .      7
SECTION 2.01.  Designation and Terms of Debt Securities . . . . . .      7
SECTION 2.02.  Form of Debt Securities and Trustee's Certificate  .      9
SECTION 2.03.  Denominations; Provisions for Payment  . . . . . . .      9
SECTION 2.04.  Execution and Authentication . . . . . . . . . . . .     11
SECTION 2.05.  Registration of Transfer and Exchange  . . . . . . .     12
SECTION 2.06.  Temporary Securities . . . . . . . . . . . . . . . .     13
SECTION 2.07.  Mutilated, Destroyed, Lost or Stolen Debt
               Securities . . . . . . . . . . . . . . . . . . . . .     14
SECTION 2.08.  Cancellation . . . . . . . . . . . . . . . . . . . .     15
SECTION 2.09.  Benefits of Indenture  . . . . . . . . . . . . . . .     15
SECTION 2.10.  Authenticating Agent . . . . . . . . . . . . . . . .     15
SECTION 2.11.  Global Securities  . . . . . . . . . . . . . . . . .     16

                                  ARTICLE III
   REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS  . . .     17
SECTION 3.01.  Redemption . . . . . . . . . . . . . . . . . . . . .     17
SECTION 3.02.  Notice of Redemption . . . . . . . . . . . . . . . .     17
SECTION 3.03.  Payment Upon Redemption  . . . . . . . . . . . . . .     19
SECTION 3.04.  Sinkinq Fund . . . . . . . . . . . . . . . . . . . .     19
SECTION 3.05.  Satisfaction of Sinking Fund Payments with Debt
               Securities . . . . . . . . . . . . . . . . . . . . .     20
SECTION 3.06.  Redemption of Debt Securities for Sinkinq Fund . . .     20

                                   ARTICLE IV
                     COVENANTS OF THE COMPANY . . . . . . . . . . .     21
SECTION 4.01.  Payment of Principal, Premium and Interest . . . . .     21
SECTION 4.02.  Maintenance of Office or Agency  . . . . . . . . . .     21
SECTION 4.03.  Paying Agents  . . . . . . . . . . . . . . . . . . .     21
SECTION 4.04.  Appointment to Fill Vacancy in Office of Trustee . .     22
SECTION 4.05.  Compliance with Consolidation Provisions . . . . . .     22
SECTION 4.06.  Limitation on Dividends; Transactions with
               Affiliates . . . . . . . . . . . . . . . . . . . . .     23
SECTION 4.07.  Covenants as to ComEd Trust  . . . . . . . . . . . .     23
SECTION 4.08.  Corporate Existence  . . . . . . . . . . . . . . . .     24

                                   ARTICLE V
                       SECURITYHOLDERS, LISTS AND REPORTS
                  BY THE COMPANY AND THE TRUSTEE  . . . . . . . . .     24

                                      -i-

<PAGE>
 
SECTION 5.01.  Company to Furnish Trustee Names and Addresses of
               Securityholders  . . . . . . . . . . . . . . . . . .     24
SECTION 5.02.  Preservation Of Information; Communications With
               Securityholders  . . . . . . . . . . . . . . . . . .     24
SECTION 5.03.  Reports By the Company . . . . . . . . . . . . . . .     24
SECTION 5.04.  Reports by the Trustee . . . . . . . . . . . . . . .     25

                                   ARTICLE VI
                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                      ON EVENT OF DEFAULT . . . . . . . . . . . . .     26
SECTION 6.01.  Events of Default  . . . . . . . . . . . . . . . . .     26
SECTION 6.02.  Collection of Indebtedness and Suits for
               Enforcement by Trustee . . . . . . . . . . . . . . .     28
SECTION 6.03.  Application of Moneys Collected  . . . . . . . . . .     30
SECTION 6.04.  Limitation on Suits  . . . . . . . . . . . . . . . .     30
SECTION 6.05.  Rights and Remedies Cumulative; Delay or Omission
               Not Waiver . . . . . . . . . . . . . . . . . . . . .     31
SECTION 6.06.  Control by Securityholders . . . . . . . . . . . . .     31
SECTION 6.07.  Undertaking to Pay Costs . . . . . . . . . . . . . .     32
SECTION 6.08.  Acknowledgement Regarding Preferred Securities
               Holders  . . . . . . . . . . . . . . . . . . . . . .     33

                                  ARTICLE VII
                      CONCERNING THE TRUSTEE  . . . . . . . . . . .     33
SECTION 7.01.  Certain Duties and Responsibilities of Trustee . . .     33
SECTION 7.02.  Certain Rights of Trustee  . . . . . . . . . . . . .     34
SECTION 7.03.  Trustee Not Responsible for Recitals or Issuance of
               Debt Securities  . . . . . . . . . . . . . . . . . .     36
SECTION 7.04.  May Hold Debt Securities . . . . . . . . . . . . . .     36
SECTION 7.05.  Moneys Held in Trust . . . . . . . . . . . . . . . .     36
SECTION 7.06.  Compensation and Reimbursement . . . . . . . . . . .     36
SECTION 7.07.  Reliance on Officers' Certificate  . . . . . . . . .     37
SECTION 7.08.  Qualification; Conflicting Interests . . . . . . . .     37
SECTION 7.09.  Corporate Trustee Required; Eligibility  . . . . . .     37
SECTION 7.10.  Resignation and Removal; Appointment of Successor  .     38
SECTION 7.11.  Acceptance of Appointment By Successor . . . . . . .     39
SECTION 7.12.  Merger, Conversion, Consolidation or Succession to
               Business . . . . . . . . . . . . . . . . . . . . . .     41
SECTION 7.13.  Preferential Collection of Claims Against the
               Company  . . . . . . . . . . . . . . . . . . . . . .     41

                                  ARTICLE VIII
                  CONCERNING THE SECURITYHOLDERS  . . . . . . . . .     41
SECTION 8.01.  Evidence of Action by Securityholders  . . . . . . .     41
SECTION 8.02.  Proof of Execution by Securityholders  . . . . . . .     42
SECTION 8.03.  Who May be Deemed Owners . . . . . . . . . . . . . .     42
SECTION 8.04.  Certain Debt Securities Owned by Company
               Disregarded  . . . . . . . . . . . . . . . . . . . .     43
SECTION 8.05.  Actions Binding on Future Securityholders  . . . . .     43

                                      -ii-
 
 
<PAGE>
 
 
                                   ARTICLE IX
                    SUPPLEMENTAL INDENTURES . . . . . . . . . . . .     44
SECTION 9.01.  Supplemental Indentures Without the Consent of
               Securityholders  . . . . . . . . . . . . . . . . . .     44
SECTION 9.02.  Supplemental Indentures With Consent of
               Securityholders  . . . . . . . . . . . . . . . . . .     45
SECTION 9.03.  Effect of Supplemental Indentures  . . . . . . . . .     45
SECTION 9.04.  Debt Securities Affected by Supplemental
               Indentures . . . . . . . . . . . . . . . . . . . . .     46
SECTION 9.05.  Execution of Supplemental Indentures . . . . . . . .     46

                                   ARTICLE X
                     SUCCESSOR CORPORATION  . . . . . . . . . . . .     46
SECTION 10.01.  Company May Consolidate, Etc. . . . . . . . . . . .     46
SECTION 10.02.  Successor Corporation Substituted . . . . . . . . .     47
SECTION 10.03.  Evidence of Consolidation, Etc. to Trustee  . . . .     47

                                   ARTICLE XI
                    SATISFACTION AND DISCHARGE  . . . . . . . . . .     48
SECTION 11.01.  Satisfaction and Discharge of Indenture . . . . . .     48
SECTION 11.02.  Discharge of Obligations  . . . . . . . . . . . . .     49
SECTION 11.03.  Deposited Moneys to be Held in Trust  . . . . . . .     49
SECTION 11.04.  Payment of Moneys Held by Paying Agents . . . . . .     49
SECTION 11.05.  Repayment to Company  . . . . . . . . . . . . . . .     50

                                  ARTICLE XII
               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                         AND DIRECTORS  . . . . . . . . . . . . . .     50
SECTION 12.01.  No Recourse . . . . . . . . . . . . . . . . . . . .     50

                                  ARTICLE XIII
                     MISCELLANEOUS PROVISIONS . . . . . . . . . . .     51
SECTION 13.01.  Effect on Successors and Assigns  . . . . . . . . .     51
SECTION 13.02.  Actions by Successor  . . . . . . . . . . . . . . .     51
SECTION 13.03.  Surrender of Company Powers . . . . . . . . . . . .     51
SECTION 13.04.  Notices . . . . . . . . . . . . . . . . . . . . . .     51
SECTION 13.05.  Governing Law . . . . . . . . . . . . . . . . . . .     51
SECTION 13.06.  Treatment of the Debt Securities as Debt  . . . . .     51
SECTION 13.07.  Compliance Certificates and Opinions  . . . . . . .     52
SECTION 13.08.  Payments on Business Days . . . . . . . . . . . . .     52
SECTION 13.09.  Conflict with Trust Indenture Act . . . . . . . . .     52
SECTION 13.10.  Counterparts  . . . . . . . . . . . . . . . . . . .     52
SECTION 13.11.  Separability  . . . . . . . . . . . . . . . . . . .     52
SECTION 13.12.  Assignment  . . . . . . . . . . . . . . . . . . . .     53
SECTION 13.13.  Acknowledgment of Rights  . . . . . . . . . . . . .     53

                                  ARTICLE XIV
                 SUBORDINATION OF DEBT SECURITIES . . . . . . . . .     53
SECTION 14.01.  Subordination Terms . . . . . . . . . . . . . . . .     53

                                     -iii-

<PAGE>
 
 
                             CROSS-REFERENCE TABLE*


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

310(a)                                    7.09
310(b)                                    7.08
                                          7.10
310(c)                                    Inapplicable
311(a)                                    7.13(a)
311(b)                                    7.13(b)
311(c)                                    Inapplicable
312(a)                                    5.01
                                          5.02(a)
312(b)                                    5.02(b)
312(c)                                    5.02(c)
313(a)                                    5.04(a)
313(b)                                    5.04(b)
313(c)                                    5.04(a)
                                          5.04(b)
313(d)                                    5.04(c)
314(a)                                    5.03
314(b)                                    Inapplicable
314(c)                                    13.06
314(d)                                    Inapplicable
314(e)                                    13.06
314(f)                                    Inapplicable
315(a)                                    7.01(a)
                                          7.02
315(b)                                    6.07
315(c)                                    7.01
315(d)                                    7.01(b)
                                          7.01(c)
315(e)                                    6.07
316(a)                                    6.06
                                          8.04
316(b)                                    6.04
316(c)                                    8.01
317(a)                                    6.02
317(b)                                    4.03
318(a)                                    13.08





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

                                      -iv-

<PAGE>
 
            THIS INDENTURE, dated as of September 1, 1995, between COMMONWEALTH
EDISON COMPANY, an Illinois corporation (the "Company"), WILMINGTON TRUST
COMPANY, a Delaware banking corporation, not in its individual capacity but
solely as trustee (the "Trustee"):

                              W I T N E S S E T H:

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

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

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

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

                                   ARTICLE I
                                  DEFINITIONS

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

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

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

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

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

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

            "Business Day" means, with respect to any series of Debt Securities,
      any day other than a day on which federal or state banking institutions in
      Wilmington, Delaware or the Borough of Manhattan, The City of New York,
      are authorized or obligated by law, executive order or regulation to
      close.

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

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

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

                                      -2-
<PAGE>
 
      distributions and payments upon liquidation, redemption and maturity are
      subordinated to the rights of holders of Preferred Securities.

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

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

            "Corporate Trust Office" means the office of the Trustee at which,
      at any particular time, its corporate trust business shall be principally
      administered, which office at the date hereof is located at Rodney Square
      North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
      Corporate Trust Administration.

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

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

            "Debt Securities" means the Debt Securities authenticated and
      delivered under this Indenture.

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

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

            "Depositary" means, with respect to Debt Securities of any series
      for which the Company shall determine that such Debt Securities will be
      issued as a Global Security, The Depository Trust Company, New York, New
      York, another clearing agency, or any successor registered as a clearing
      agency under the Exchange Act or other applicable statute or regulation,
      which, in each case, shall be designated by the Company pursuant to either
      Section 2.01 or 2.11.

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

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

                                      -3-
<PAGE>
 
            "Global Security" means, with respect to any series of Securities, a
      Debt Security executed by the Company and delivered by the Trustee to the
      Depositary or pursuant to the Depositary's instruction, all in accordance
      with the Indenture, which shall be registered in the name of the
      Depositary or its nominee.

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

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

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

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

            "Officers' Certificate" means a certificate signed by the President
      or a Vice President and by the Treasurer or an Assistant Treasurer or the
      Controller or an Assistant Controller or the Secretary or an Assistant
      Secretary of the Company that is delivered to the Trustee in accordance
      with the terms hereof.  Each such certificate shall include the

                                      -4-
<PAGE>
 
      statements provided for in Section 13.07, if and to the extent required by
      the provisions thereof.

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

            "Outstanding", when used with reference to Debt Securities of any
      series, means, subject to the provisions of Section 8.04, as of any
      particular time, all Debt Securities of that series theretofore
      authenticated and delivered by the Trustee under this Indenture, except
      (a) Debt Securities theretofore canceled by the Trustee or any paying
      agent, or delivered to the Trustee or any paying agent for cancellation or
      that have previously been canceled; (b) Debt Securities or portions
      thereof for the payment or redemption of which moneys or Governmental
      Obligations in the necessary amount shall have been deposited in trust
      with the Trustee or with any paying agent (other than the Company) or
      shall have been set aside and segregated in trust by the Company (if the
      Company shall act as its own paying agent); provided, however, that if
      such Debt Securities or portions of such Debt Securities are to be
      redeemed prior to the maturity thereof, notice of such redemption shall
      have been given as in Article III provided, or provision satisfactory to
      the Trustee shall have been made for giving such notice, (c) Debt
      Securities in lieu of or in substitution for which other Debt Securities
      shall have been authenticated and delivered pursuant to the terms of
      Section 2.07; and (d) Debt Securities, except to the extent provided in
      Sections 15.02 and 15.03, with respect to which the Company has effected
      defeasance and/or covenant defeasance as provided in Article XV.

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

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

            "Preferred Securities" means undivided beneficial interests in the
      assets of a ComEd Trust which rank pari passu with Common Securities
      issued by such trust; provided,

                                      -5-
<PAGE>
 
      however, that upon the occurrence of an Event of Default, the rights of
      holders of Common Securities to payment in respect of distributions and
      payments upon liquidation, redemption and otherwise are subordinated to
      the rights of holders of Preferred Securities.

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

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

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

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

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

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

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

                                      -6-
<PAGE>
 
      Securities, shall mean the trustee with respect to that series.

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

            "Trust Securities" means Common Securities and Preferred Securities.

            "Voting Stock", as applied to stock of any Person, means shares,
      interests, participations or other equivalents in the equity interest
      (however designated) in such Person having ordinary voting power for the
      election of a majority of the directors (or the equivalent) of such
      Person, other than shares, interests, participations or other equivalents
      having such power only by reason of the occurrence of a contingency.


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

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

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

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

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

                                      -7-
<PAGE>
 
            (4)  the rate or rates at which the Debt Securities of that series
      shall bear interest or the manner of calculation of such rate or rates, if
      any;

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

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

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

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

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

            (10)  the form of the Debt Securities of that series, including the
      form of the Certificate of Authentication for such series;

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

            (12)  whether and under what circumstances the Company will pay
      Additional Amounts as contemplated by Section 4.08 on the Debt Securities
      of the series to any Holder who is not a United States person (including
      any modification to the definition of such term) in respect of any tax,
      assessment or governmental charge and, if so, whether the Company will
      have the option to redeem such Debt Securities rather than pay such
      Additional Amounts (and the terms of any such option);

            (13)  any and all other terms with respect to such series (which
      terms shall not be inconsistent with the terms of this Indenture),
      including any terms which may be required by or

                                      -8-
<PAGE>
 
      advisable under United States laws or regulations or advisable in
      connection with the marketing of Debt Securities of that series; and

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

            All Debt Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to any such Board Resolution or in any indentures supplemental
hereto.

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

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

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

                                      -9-
<PAGE>
 
            The interest installment on any Debt Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for Debt
Securities of that series shall be paid to the Person in whose name said Debt
Security (or one or more Predecessor Debt Securities) is registered at the close
of business on the regular record date for such interest installment. In the
event that any Debt Security of a particular series or portion thereof is called
for redemption and the redemption date is subsequent to a regular record date
with respect to any Interest Payment Date and prior to such Interest Payment
Date, interest on such Debt Security will be paid upon presentation and
surrender of such Debt Security as provided in Section 3.03.

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

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

                                      -10-
<PAGE>
 
      the Persons in whose names such Debt Securities (or their respective
      Predecessor Debt Securities) are registered on such special record date
      and shall be no longer payable pursuant to the following clause (2).

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

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

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

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

                                      -11-
<PAGE>
 
rule or usage.  Each Debt Security shall be dated the date of its authentication
by the Trustee.

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

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

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

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

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

            (b)  The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company a register
or registers (herein referred

                                      -12-
<PAGE>
 
to as the "Security Register") in which, subject to such reasonable regulations
as it may prescribe, the Company shall register the Debt Securities and the
transfers of Debt Securities as in this Article provided and which at all
reasonable times shall be open for inspection by the Trustee.  The registrar for
the purpose of registering Securities and transfer of Securities as herein
provided shall be appointed as authorized by Board Resolution (the "Security
Registrar").

            Upon surrender for transfer of any Debt Security at the office or
agency of the Company designated for such purpose in the Borough of Manhattan,
the City and State of New York, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Debt Security or Debt Securities of the same
series as the Debt Security presented for a like aggregate principal amount.

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

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

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

            SECTION 2.06.  Temporary Securities.  Pending the preparation of
definitive Debt Securities of any series, the Company may execute, and the
Trustee shall authenticate and deliver, temporary Debt Securities (printed,
lithographed or typewritten) of any authorized denomination.  Such temporary
Debt Securities shall be substantially in the form of the definitive Debt
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Debt Securities, all as may
be determined by the Company.

                                      -13-
<PAGE>
 
Every temporary Debt Security of any series shall be executed by the Company and
be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Debt Securities of such
series.  Without unnecessary delay the Company will execute and will furnish
definitive Debt Securities of such series and thereupon any or all temporary
Debt Securities of such series may be surrendered in exchange therefor (without
charge to the holders), at the office or agency of the Company designated for
the purpose in the Borough of Manhattan, the City and State of New York, and the
Trustee shall authenticate and such office or agency shall deliver in exchange
for such temporary Debt Securities an equal aggregate principal amount of
definitive Debt Securities of such series, unless the Company advises the
Trustee to the effect that definitive Debt Securities need not be executed and
furnished until further notice from the Company.  Until so exchanged, the
temporary Debt Securities of such series shall be entitled to the same benefits
under this Indenture as definitive Debt Securities of such series authenticated
and delivered hereunder.

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

                                      -14-
<PAGE>
 
            Every replacement Debt Security issued pursuant to the provisions of
this Section shall constitute an additional contractual obligation of the
Company, whether or not the mutilated, destroyed, lost or stolen Debt Security
shall be found at any time, or be enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Debt Securities of the same series duly issued hereunder.  All Debt
Securities shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

            SECTION 2.08.  Cancellation.  All Debt Securities surrendered for
the purpose of payment, redemption, exchange or registration of transfer shall,
if surrendered to the Company or any paying agent, be delivered to the Trustee
for cancellation, or, if surrendered to the Trustee, shall be cancelled by it,
and no Debt Securities shall be issued in lieu thereof except as expressly
required or permitted by any of the provisions of this Indenture. On request of
the Company at the time of such surrender, the Trustee shall deliver to the
Company canceled Debt Securities held by the Trustee.  In the absence of such
request the Trustee may dispose of canceled Debt Securities in accordance with
its standard procedures and deliver a certificate of disposition to the Company.
If the Company shall otherwise acquire any of the Debt Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debt Securities unless and until the same are
delivered to the Trustee for cancellation.

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

            SECTION 2.10.  Authenticating Agent.  So long as any of the Debt
Securities of any series remain Outstanding, there may be an Authenticating
Agent for any or all such series of Debt Securities which the Trustee shall have
the right to appoint.  Said Authenticating Agent shall be authorized to act on
behalf of the Trustee to authenticate Debt Securities of such series issued upon
exchange, transfer or partial redemption thereof, and Debt

                                      -15-
<PAGE>
 
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  All references in this Indenture to the authentication of
Debt Securities by the Trustee shall be deemed to include authentication by an
Authenticating Agent for such series.  Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that has a combined capital
and surplus, as most recently reported or determined by it, sufficient under the
laws of any jurisdiction under which it is organized or in which it is doing
business to conduct a trust business, and that is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by federal or state authorities.  If at any time any Authenticating Agent shall
cease to be eligible in accordance with these provisions, it shall resign
immediately.

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

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

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

                                      -16-
<PAGE>
 
            (c)  If at any time the Depositary for a series of the Debt
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, at a time when the Depositary is
required to be so registered to act as such Depositary and a successor
Depositary for such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, as the case
may be, this Section 2.11 shall no longer be applicable to the Debt Securities
of such series and the Company will execute, and subject to Section 2.05, the
Trustee will authenticate and deliver the Debt Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities of such series in exchange for such Global Security or
Securities.  In addition, the Company may at any time determine that the Debt
Securities of any series shall no longer be represented by a Global Security or
Securities and that the provisions of this Section 2.11 shall no longer apply to
the Debt Securities of such series.  In such event, the Company will execute and
subject to Section 2.05, the Trustee, upon receipt of an Officers' Certificate
evidencing such determination by the Company, will authenticate and deliver the
Debt Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities of such series in exchange
for such Global Security or Securities.  Upon the exchange of the Global
Security or Securities for such Debt Securities in definitive registered form
without coupons, in authorized denominations, the Global Security or Securities
shall be canceled by the Trustee.  Such Debt Securities in definitive registered
form issued in exchange for the Global Security or Securities pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.  The Trustee
shall deliver such Debt Securities to the Depositary for delivery to the Persons
in whose names such Debt Securities are so registered.


                                  ARTICLE III
           REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

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

            SECTION 3.02.  Notice of Redemption.  (a)  In case the Company shall
desire to exercise such right to redeem all or, as the case may be, a portion of
the Debt Securities of any series in

                                      -17-
<PAGE>
 
accordance with the right reserved so to do, the Company shall, or shall cause
the Trustee to, give notice of such redemption to holders of the Debt Securities
of such series to be redeemed by mailing, first class postage prepaid, a notice
of such redemption not less than 30 days and not more than 90 days before the
date fixed for redemption of that series to such holders at their last addresses
as they shall appear upon the Security Register unless a shorter period is
specified in the Debt Securities to be redeemed.  Any notice that is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the registered holder receives the notice.  In any case,
failure duly to give such notice to the holder of any Debt Security of any
series designated for redemption in whole or in part, or any defect in the
notice, shall not affect the validity of the proceedings for the redemption of
any other Debt Securities of such series or any other series.  In the case of
any redemption of Debt Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Debt Securities or elsewhere in
this Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.

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

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

                                      -18-
<PAGE>
 
writing of the numbers of the Debt Securities to be redeemed, in whole or in
part.

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

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

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

            SECTION 3.04.  Sinkinq Fund.  The provisions of Sections 3.04, 3.05
and 3.06 shall be applicable to any sinking fund for the retirement of Debt
Securities of a series, except as otherwise

                                      -19-
<PAGE>
 
specified as contemplated by Section 2.01 for Debt Securities of such series.

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

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

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

                                      -20-
<PAGE>
 
                                   ARTICLE IV
                            COVENANTS OF THE COMPANY

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

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

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

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

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

            (3)  that it will, at any time during the continuance of any failure
      referred to in the preceding paragraph (a)(2)

                                      -21-
<PAGE>
 
      above, upon the written request of the Trustee, forthwith pay to the
      Trustee all sums so held in trust by such paying agent; and

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

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

            (c)  Notwithstanding anything in this Section to the contrary, (i)
the agreement to hold sums in trust as provided in this Section is subject to
the provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such money.

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

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

                                      -22-
<PAGE>
 
            SECTION 4.06.  Limitation on Dividends; Transactions with
Affiliates.  (a)  If Debt Securities are issued to a ComEd Trust or a trustee of
such trust in connection with the issuance of Trust Securities by such ComEd
Trust and (i) there shall have occurred any event that would constitute an Event
of Default or (ii) the Company shall be in default with respect to its payment
or any obligations under the Preferred Securities Guarantee or Common Securities
Guarantee relating to such Trust Securities, then (x) the Company shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase or make a liquidation payment with respect to, any of its
capital stock, (y) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by the Company which rank pari passu with or
junior to such Debt Securities and (z) the Company shall not make guarantee
payments with respect to the foregoing (other than pursuant to the Preferred
Securities Guarantee).

            (b)  If Debt Securities are issued to a ComEd Trust or a trustee of
such trust in connection with the issuance of Trust Securities by such ComEd
Trust and the Company shall have given notice of its election to defer payments
of interest on such Debt Securities by extending the interest payment period as
provided in any indenture supplemental hereto and such period, or any extension
thereof, shall be continuing, then (i) the Company shall not declare or pay any
dividend, or make any distributions with respect to, or redeem, purchase or make
a liquidation payment with respect to, any of its capital stock, (ii) the
Company shall not make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities (including guarantees) issued
by the Company which rank pari passu with or junior to such Debt Securities and
(iii) the Company shall not make any guarantee payments with respect to the
foregoing (other than pursuant to the Preferred Securities Guarantee).

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

                                      -23-
<PAGE>
 
each as permitted by the Declaration of such ComEd Trust, and (b) to otherwise
continue to be classified for United States federal income tax purposes as a
grantor trust.

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

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

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

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

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

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

            SECTION 5.03.  Reports By the Company.  (a)  The Company covenants
and agrees to file with the Trustee, within 15 days after the Company is
required to file the same with the Commission,

                                      -24-
<PAGE>
 
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) that the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that may be required pursuant to
Section 13 of the Exchange Act, in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations.

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

            (c)  The Company covenants and agrees to transmit by mail, first
class postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.

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

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

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

                                      -25-
<PAGE>
 
                                   ARTICLE VI
                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

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

            (1)  the Company defaults in the payment of any installment of
      interest upon any of the Debt Securities of that series, as and when the
      same shall become due and payable, and continuance of such default for a
      period of 30 days; provided, however, that a valid extension of an
      interest payment period by the Company in accordance with the terms of any
      indenture supplemental hereto, shall not constitute a default in the
      payment of interest for this purpose;

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

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

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

                                      -26-
<PAGE>
 
            (5)  a court of competent jurisdiction enters an order under any
      Bankruptcy Law that (i) is for relief against the Company in an
      involuntary case, (ii) appoints a Custodian of the Company for all or
      substantially all of its property, or (iii) orders the liquidation of the
      Company, and the order or decree remains unstayed and in effect for 90
      days; or

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

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

            (c)  At any time after the principal of the Securities of that
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount of
the Securities of that series then Outstanding hereunder, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon

                                      -27-
<PAGE>
 
overdue installments of interest, at the rate per annum expressed in the
Securities of that series to the date of such payment or deposit) and the amount
payable to the Trustee under Section 7.06, and (ii) any and all Events of
Default under the Indenture with respect to such series, other than the
nonpayment of principal on Securities of that series that shall not have become
due by their terms, shall have been remedied or waived as provided in Section
6.06.

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

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

            SECTION 6.02.  Collection of Indebtedness and Suits for Enforcement
by Trustee.  (a)  The Company covenants that (1) in case it shall default in the
payment of any installment of interest on any of the Securities of a series, or
any payment required by any sinking or analogous fund established with respect
to that series as and when the same shall have become due and payable, and such
default shall have continued for a period of 90 days, or (2) in case it shall
default in the payment of the principal of (or premium, if any, on) any of the
Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Securities of that series,
the whole amount that then shall have become due and payable on all such
Securities for principal (and premium, if any) or interest, or both, as the case
may be, with interest upon the overdue principal (and premium, if any) and (to
the extent that payment of such interest is enforceable under applicable law
and, if the Securities are held by a ComEd Trust, without duplication of any
other amounts paid by such trust in respect thereof) upon overdue installments
of interest at the rate per annum expressed in the Securities of that series;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection and the amount payable to the Trustee under
Section 7.06.

            (b)  If the Company shall fail to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to

                                      -28-
<PAGE>
 
institute any action or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or other obligor upon the Securities of that series and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or other obligor upon the Securities of
that series, wherever situated.

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

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

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

                                      -29-
<PAGE>
 
            Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

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

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

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

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

            SECTION 6.04.  Limitation on Suits.  No holder of any Security of
any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof with respect to the Securities of such series
specifying such Event of Default, as hereinbefore provided; (ii) the holders of
not less than 25% in aggregate principal amount of the Securities of such series
then Outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as trustee hereunder; (iii) such
holder or holders shall have offered to the Trustee such reasonable indemnity as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby; and (iv) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding; and (v) during such 60 day period, the holders of a
majority in principal amount of the

                                      -30-
<PAGE>
 
Securities of that series do not give the Trustee a direction inconsistent with
the request.

            Notwithstanding anything contained herein to the contrary, any other
provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on such Security,
as therein provided, on or after the respective due dates expressed in such
Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates
or redemption date, shall not be impaired or affected without the consent of
such holder, and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of series.  For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

            SECTION 6.05.  Rights and Remedies Cumulative; Delay or Omission Not
Waiver.  (a)  Except as otherwise provided in Section 2.07, all powers and
remedies given by this Article to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any
other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.

            (b)  No delay or omission of the Trustee or of any holder of any of
the Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

            SECTION 6.06.  Control by Securityholders.  The holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding, determined in accordance with Section 8.04, shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the

                                      -31-
<PAGE>
 
Trustee, or exercising any trust or power conferred on the Trustee with respect
to such series; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture or be unduly prejudicial to the
rights of holders of Securities of any other series at the time Outstanding
determined in accordance with Section 8.04. Subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability.  The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding affected thereby,
determined in accordance with Section 8.04, may on behalf of the holders of all
of the Securities of such series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except (i) a default in the
payment of the principal of, or premium, if any, or interest on, any of the
Securities of that series as and when the same shall become due by the terms of
such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal and any premium has been deposited with the Trustee (in accordance
with Section 6.01(c))  or (ii) a default in the covenants contained in Section
4.06(b).  Upon any such waiver, the default covered thereby shall deemed to be
cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.

            SECTION 6.07.  Undertaking to Pay Costs.  All parties to this
Indenture agree, and each holder of any Securities by such holder's acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by
it as Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder, or group of Securityholders, holding more than
10% in aggregate principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Security of
such series, on or after the respective due dates expressed in such Security or
established pursuant to this Indenture.

                                      -32-
<PAGE>
 
            SECTION 6.08.  Acknowledgement Regarding Preferred Securities
Holders.  The Company acknowledges that, with respect to any Debt Securities
held by a ComEd Trust or a trustee of such ComEd Trust, if the Property Trustee
of such ComEd Trust fails to enforce its rights under this Indenture as the
holder of the series of Debt Securitites held as the assets of such ComEd Trust,
then holders of Preferred Securities of such ComEd Trust may institute legal
proceedings directly against the Company to enforce such rights under this
Indenture without first instituting any legal proceedings against such Property
Trustee or any other person or entity.


                                  ARTICLE VII
                             CONCERNING THE TRUSTEE

            SECTION 7.01.  Certain Duties and Responsibilities of Trustee. (a)
The Trustee, prior to the occurrence of an Event of Default with respect to the
Debt Securities of a series and after the curing of all Events of Default with
respect to the Debt Securities of that series that may have occurred, shall
undertake to perform with respect to the Debt Securities of such series such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be read into this Indenture against the Trustee.  In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Debt Securities of that series such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

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

      (1)  prior to the occurrence of an Event of Default with respect to the
Debt Securities of a series and after the curing or waiving of all such Events
of Default with respect to that series that may have occurred:

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

            (ii)  in the absence of bad faith on the part of the Trustee, the
      Trustee may with respect to the Debt Securities

                                      -33-
<PAGE>
 
      of such series conclusively rely, as to the truth of the statements and
      the correctness of the opinions expressed therein, upon any certificates
      or opinions furnished to the Trustee and conforming to the requirements of
      this Indenture; but in the case of any such certificates or opinions that
      by any provision hereof are specifically required to be furnished to the
      Trustee, the Trustee shall be under a duty to examine the same to
      determine whether or not they conform to the requirement of this
      Indenture;

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

            (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 not less than a majority in principal amount of the
Debt Securities of any series at the time Outstanding relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee under this
Indenture with respect to the Debt Securities of that series; and

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

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

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

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

                                      -34-
<PAGE>
 
            (c)  The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted hereunder
in good faith and in reliance thereon;

            (d)  The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Debt Securities (that has not been
cured or waived) to exercise with respect to Debt Securities of that series such
of the rights and powers vested in it by this Indenture, and to use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs;

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

            (f)  The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security, or other papers or documents, unless requested in writing so to do by
the holders of not less than a majority in principal amount of the Outstanding
Debt Securities of the particular series affected thereby (determined as
provided in Section 8.04); provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require reasonable indemnity
against such costs, expenses or liabilities as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Company or, if
paid by the Trustee, shall be repaid by the Company upon demand;

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

            (h)  Whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action

                                      -35-
<PAGE>
 
hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officers'
Certificate; and

            (i)  The Trustee shall not be required 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.

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

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

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

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

            SECTION 7.05.  Moneys Held in Trust.  Subject to the provisions of
Section 11.05, all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by law.  The Trustee shall be under no liability for interest on any
moneys received by it hereunder except such as it may agree with the Company to
pay thereon.

            SECTION 7.06.  Compensation and Reimbursement.  (a)  The Company
covenants and agrees to pay to the Trustee, and the Trustee shall be entitled
to, such reasonable compensation (which shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust), as the
Company and the Trustee may from time to time agree in writing, for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee, and,
except as otherwise expressly provided herein, the

                                      -36-
<PAGE>
 
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith.  The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of
liability in the premises.

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

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

            SECTION 7.08.  Qualification; Conflicting Interests.  If the Trustee
has or shall acquire any "conflicting interest" within the meaning of Section
310(b) of the Trust Indenture Act, the Trustee and the Company shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

            SECTION 7.09.  Corporate Trustee Required; Eligibility.  There shall
at all times be a Trustee with respect to the Debt Securities issued hereunder
which shall at all times be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or other Person permitted to act as
trustee by the Commission, authorized under

                                      -37-
<PAGE>
 
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least fifty million U.S. dollars ($50,000,000), and subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee.  In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

            SECTION 7.10.  Resignation and Removal; Appointment of Successor.
(a)  The Trustee or any successor hereafter appointed, may at any time resign
with respect to the Debt Securities of one or more series by giving written
notice thereof to the Company and the Guarantor and by transmitting notice of
resignation by mail, first class postage prepaid, to the Securityholders of such
series, as their names and addresses appear upon the Security Register. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee with respect to Debt Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee.  If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to Debt
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Debt Security or Debt Securities for at least six months
may, subject to the provisions of Section 6.08, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee.  Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

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

            (1)  the Trustee shall fail to comply with the provisions of
      subsection (a) of Section 7.08 after written request therefor by the
      Company or by any Securityholder who has been a bona fide holder of a Debt
      Security or Debt Securities for at least six months; or

            (2)  the Trustee shall cease to be eligible in accordance with the
      provisions of Section 7.09 and shall fail to resign

                                      -38-
<PAGE>
 
      after written request therefor by the Company or by any such
      Securityholder; or

            (3)  the Trustee shall become incapable of acting, or shall be
      adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
      proceeding, or a receiver of the Trustee or of its property shall be
      appointed or consented to, or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, then, in any such case, the
      Company may remove the Trustee with respect to all Debt Securities and
      appoint a successor trustee by written instrument, in duplicate, executed
      by order of the Board of Directors, one copy of which instrument shall be
      delivered to the Trustee so removed and one copy to the successor trustee,
      or, subject to the provisions of Section 6.08, unless the Trustee's duty
      to resign is stayed as provided herein, any Securityholder who has been a
      bona fide holder of a Debt Security or Debt Securities for at least six
      months may, on behalf of that holder and all others similarly situated,
      petition any court of competent jurisdiction for the removal of the
      Trustee and the appointment of a successor trustee.  Such court may
      thereupon after such notice, if any, as it may deem proper and prescribe,
      remove the Trustee and appoint a successor trustee.

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

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

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

            SECTION 7.11.  Acceptance of Appointment By Successor.  (a)  In case
of the appointment hereunder of a successor trustee with respect to all Debt
Securities, every such successor trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring

                                      -39-
<PAGE>
 
Trustee; but, on the request of the Company or the successor trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor trustee all the rights, powers, and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor trustee all property and money held by such retiring Trustee
hereunder.

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

                                      -40-
<PAGE>
 
            (c)  Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights,, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

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

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

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

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


                                  ARTICLE VIII
                         CONCERNING THE SECURITYHOLDERS

            SECTION 8.01.  Evidence of Action by Securityholders.  Whenever in
this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Debt Securities of a particular
series may take any action

                                      -41-
<PAGE>
 
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such majority or specified percentage
of that series have joined therein may be evidenced by any instrument or any
number of instruments of similar tenor executed by such holders of Debt
Securities of that series in Person or by agent or proxy appointed in writing.

            If the Company shall solicit from the Securityholders of any series
any request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders (entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Debt Securities of that series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other action, and for that purpose the Outstanding Debt Securities of
that series shall be computed as of the record date; provided, however, that no
such authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

            SECTION 8.02.  Proof of Execution by Securityholders.  Subject to
the provisions of Section 7.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Debt Securities shall be
sufficient if made in the following manner:

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

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

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

            SECTION 8.03.  Who May be Deemed Owners.  Prior to the due
presentment for registration of transfer of any Debt Security, the Company, the
Trustee, any paying agent and any Debt Security Registrar may deem and treat the
Person in whose name such Debt

                                      -42-
<PAGE>
 
Security shall be registered upon the books of the Company as the absolute owner
of such Debt Security (whether or not such Debt Security shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone other
than the Debt Security Registrar) for the purpose of receiving payment of or on
account of the principal of, premium, if any, and (subject to Section 2.03)
interest on such Debt Security and for all other purposes; and neither the
Company nor Guarantor nor the Trustee nor any paying agent nor any Debt Security
Registrar shall be affected by any notice to the contrary.

            SECTION 8.04.  Certain Debt Securities Owned by Company
Disregarded.  In determining whether the holders of the requisite aggregate
principal amount of Debt Securities of a particular series have concurred in any
direction, consent or waiver under this Indenture, the Debt Securities of that
series that are owned by the Company or any other obligor on the Debt Securities
of that series or by any Person directly or indirectly controlling or controlled
by or under common control with the Company or any other obligor on the Debt
Securities of that series shall be disregarded and deemed not to be outstanding
for the purpose of any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Debt Securities of such series that the
Trustee actually knows are so owned shall be so disregarded.  The Debt
Securities so owned that have been pledged in good faith may be regarded as
outstanding for the purposes of this Section, if the pledgee shall establish to
the satisfaction of the Trustee the pledgee's right so to act with respect to
such Debt Securities and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or the Guarantor or any such other obligor.  In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

            SECTION 8.05.  Actions Binding on Future Securityholders.  At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of a majority or
specified percentage in aggregate principal amount of the Debt Securities of a
particular series in connection with such action, any holder of a Debt Security
of that series that is shown by the evidence to be included in the Debt
Securities the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Debt Security. Except
as aforesaid, any such action taken by the holder of any Debt Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Debt Security, and of any Debt Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Debt Security.  Any action
taken by the holders of a majority or specified percentage in aggregate
principal amount of

                                      -43-
<PAGE>
 
the Debt Securities of a particular series in connection with such action shall
be conclusively binding upon the Company, the Trustee and the holders of all the
Debt Securities of that series.


                                   ARTICLE IX
                            SUPPLEMENTAL INDENTURES

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

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

            (b)  to comply with Article X;

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

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

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

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

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

            The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter

                                      -44-
<PAGE>
 
into any such supplemental indenture that affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

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

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

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

            SECTION 9.03.  Effect of Supplemental Indentures.  Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article or of Section 10.01, this Indenture shall, with respect to such series,
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Debt
Securities of the series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

                                      -45-
<PAGE>
 
            SECTION 9.04.  Debt Securities Affected by Supplemental Indentures.
Debt Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture.  If the Company shall so
determine, new Debt Securities of that series so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the Debt
Securities of that series then outstanding.

            SECTION 9.05.  Execution of Supplemental Indentures.  Upon the
request of the Company, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion but shall not be obligated to enter
into such supplemental indenture.  The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof.

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


                                   ARTICLE X
                             SUCCESSOR CORPORATION

            SECTION 10.01.  Company May Consolidate, Etc.  Nothing contained in
this Indenture or in any of the Debt Securities shall prevent any consolidation
or merger of the Company with or into any other corporation or corporations
(whether or not affiliated with the Company), or successive consolidations or
mergers in which the Company or its successor or successors shall be a party or
parties,

                                      -46-
<PAGE>
 
or shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or the Guarantor, as the case may be, or its
successor or successors) authorized to acquire and operate the same; provided,
however, the Company hereby covenants and agrees that, upon any such
consolidation, merger, sale, conveyance, transfer or other disposition, the due
and punctual payment of the principal of (premium, if any) and interest on all
of the Debt Securities of all series in accordance with the terms of each
series, according to their tenor and the due and punctual performance and
observance of all the covenants and conditions of this Indenture with respect to
each series or established with respect to such series pursuant to Section 2.01
to be kept or performed by the Company, shall be expressly assumed, by
supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect) satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such consolidation, or into
which the Company shall have been merged, or by the entity which shall have
acquired such property.

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

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

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

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

                                      -47-
<PAGE>
 
disposition, and any such assumption, comply with the provisions of this
Article.


                                   ARTICLE XI
                           SATISFACTION AND DISCHARGE

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

                                      -48-
<PAGE>
 
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

            SECTION 11.02.  Discharge of Obligations.  If at any time all Debt
Securities of a particular series not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section
11.01 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all such Debt Securities of
that series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company with respect to such series, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee
then, if the Company has delivered to the Trustee an Opinion of Counsel based on
the fact that (x) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (y) since the date hereof, there has
been a change in the applicable United States federal income tax law, in either
case to the effect that, and such opinion shall confirm that, the holders of the
Debt Securities of such series will not recognize income, gain or loss for
United States federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to United States federal income tax
on the same amount and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not occurred, the
obligations of the Company, under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections 2.03,
2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive
until such Debt Securities shall mature and be paid. Thereafter, Sections 7.06
and 11.05 shall survive.

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

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

                                      -49-
<PAGE>
 
            SECTION 11.05.  Repayment to Company.  Any moneys or Governmental
Obligations deposited with any paying agent or the Trustee, or then held by the
Company, in trust for payment of principal of or premium or interest on the Debt
Securities of a particular series that are not applied but remain unclaimed by
the holders of such Debt Securities for at least two years after the date upon
which the principal of (and premium, if any) or interest on such Debt Securities
shall have respectively become due and payable, shall be repaid to the Company
on May 31 of each year or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be released
from all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Debt Securities entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof.


                                  ARTICLE XII
               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                 AND DIRECTORS

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

                                      -50-
<PAGE>
 
                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

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

            SECTION 13.02.  Actions by Successor.  Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company or the Guarantor shall and may be
done and performed with like force and effect by the corresponding board,
committee or officer of any corporation that shall at the time be the lawful
successor of the Company.

            SECTION 13.03.  Surrender of Company Powers.  The Company by
instrument in writing executed by authority of 2/3 (two-thirds) of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.

            SECTION 13.04.  Notices.  Except as otherwise expressly provided
herein, any notice or demand that by any provision of this Indenture is required
or permitted to be given or served by the Trustee or by the holders of Debt
Securities to or on the Company may be given or served by being deposited first
class postage prepaid in a post-office letterbox addressed (until another
address is filed in writing by the Company with the Trustee), as follows:
Commonwealth Edison Company, 10 South Dearborn Street--37th Floor, Chicago,
Illinois 60690-0767, Attention:  Treasurer.  Any notice, election, request or
demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.

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

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

                                      -51-
<PAGE>
 
            SECTION 13.07.  Compliance Certificates and Opinions.  (a)  Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

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

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

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

            SECTION 13.10.  Counterparts.  This Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

            SECTION 13.11.  Separability.  In case any one or more of the
provisions contained in this Indenture or in the Debt

                                      -52-
<PAGE>
 
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Debt
Securities, but this Indenture and such Debt Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

            SECTION 13.12.  Assignment.  The Company will have the right at all
times to assign any of its respective rights or obligations under this Indenture
to a direct or indirect wholly-owned Subsidiary of the Company, provided that,
in the event of any such assignment, the Company will remain liable for all such
obligations.  Subject to the foregoing, the Indenture is binding upon and inures
to the benefit of the parties thereto and their respective successors and
assigns.  This Indenture may not otherwise be assigned by the parties thereto.

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


                                  ARTICLE XIV
                        SUBORDINATION OF DEBT SECURITIES

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




                                      -53-
<PAGE>
 
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                       COMMONWEALTH EDISON COMPANY



                                       By:  John C. Bukovski
                                            ------------------------------------
                                            John C. Bukovski
                                            Vice President

Attest:


By:  David A. Scholz
     -----------------------------
     David A. Scholz
     Secretary




                                       WILMINGTON TRUST COMPANY,
                                       Not in its individual capacity but solely
                                       as Trustee



                                       By:  W. Chris Sponenberg
                                            ------------------------------------
                                            Name: W. Chris Sponenberg
                                            Title: Financial Services Officer


Attest:



By:  Patricia A. Evans
     -----------------------------
     Name:Patricia A. Evans
     Title: Financial Services Officer
<PAGE>
 
STATE OF ILLINOIS)
COUNTY OF COOK   )  SS


On the 25th day of September, 1995, before me personally came John C. Bukovski
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of COMMONWEALTH EDISON COMPANY, one of the corporations described in
and which executed the above instrument; that he knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                       NOTARY PUBLIC
                                       Lupe Luna
                                       ------------------

[seal]                                 Commission expires: November 9, 1997


STATE OF DELAWARE    )
COUNTY OF New Castle )  SS


On the 22nd day of September, 1995, before me personally came W. Chris
Sponenberg to me known, who, being by me duly sworn, did depose and say that he
is a Financial Services Officer of WILMINGTON TRUST COMPANY, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.


                                       NOTARY PUBLIC
                                       Kathleen A. Pedelini
                                       -------------------------

[seal]                                 Commission expires: October 31, 1998