<PAGE>

                                                                     Exhibit 4.4

================================================================================

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

                                       AND

                              THE BANK OF NEW YORK

                                     TRUSTEE


                                   ----------


                                    INDENTURE


                          DATED AS OF DECEMBER 1, 1998

================================================================================
<PAGE>

       CROSS REFERENCE SHEET SHOWING THE LOCATION IN THE INDENTURE OF THE
          PROVISIONS INSERTED PURSUANT TO SECTIONS 310 THROUGH 318(a),
                  INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939

<TABLE>
<CAPTION>
Trust Indenture Act                                                Indenture
     Section                                                        Section
<S>                                                           <C>
310 (a) (1) ................................................               9.09
    (a) (2) ................................................               9.09
    (a) (3) ................................................     Not Applicable
    (a) (4) ................................................     Not Applicable
    (a) (5) ................................................               9.09
    (b) ....................................................               9.08
    (c) ....................................................     Not Applicable
311 (a) ....................................................               9.14
    (b) ....................................................               9.14
    (c) ....................................................     Not Applicable
312 (a) ....................................................   7.01 and 7.02(a)
    (b) ....................................................            7.02(b)
    (c) ....................................................            7.02(c)
313 (a) ....................................................            7.04(a)
    (b) ....................................................            7.04(b)
    (c) ....................................................            7.04(d)
    (d) ....................................................            7.04(c)
314 (a) ....................................................      7.03 and 6.06
    (b) ....................................................               6.05
    (c) (1) ................................................     1.03 and 15.05
    (c) (2) ................................................     1.03 and 15.05
    (c) (3) ................................................     Not Applicable
    (d) ....................................................      1.03 and 4.06
    (e) ....................................................           15.05(b)
    (f) ....................................................     Not Applicable
315 (a) ....................................................               9.01
    (b) ....................................................               8.08
    (c) ....................................................            9.01(a)
    (d) ....................................................            9.01(b)
    (e) ....................................................               8.09
316 (a) ....................................................     8.07 and 10.04
    (b) ....................................................  8.04(b) and 13.02
    (c) ....................................................              10.06
317 (a) (1) ................................................            8.02(b)
    (a) (2) ................................................            8.02(c)
    (b) ....................................................      5.02 and 6.04
318 (a) ....................................................              15.07
</TABLE>

----------

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
                                    ARTICLE I

                                   DEFINITIONS

Section 1.01 General .........................................................   1
Section 1.02 Trust Indenture Act .............................................   1
Section 1.03 Definitions .....................................................   2

                                   ARTICLE II

                    FORM, ISSUE, EXECUTION, REGISTRATION AND
                                EXCHANGE OF NOTES

Section 2.01 Form Generally ..................................................   8
Section 2.02 Form Of Trustee's Certificate Of Authentication .................   8
Section 2.03 Amount Unlimited ................................................   8
Section 2.04 Denominations, Dates, Interest Payment And Record Dates .........   9
Section 2.05 Execution, Authentication, Delivery And Dating ..................  10
Section 2.06 Exchange And Registration Of Transfer Of Notes ..................  13
Section 2.07 Mutilated, Destroyed, Lost Or Stolen Notes ......................  14
Section 2.08 Temporary Notes .................................................  15
Section 2.09 Cancellation Of Notes Paid, Etc. ................................  15
Section 2.10 Interest Rights Preserved .......................................  15
Section 2.11 Special Record Date .............................................  15
Section 2.12 Payment Of Notes ................................................  16
Section 2.13 Notes Issuable In The Form Of A Global Note .....................  17

                                   ARTICLE III

                               REDEMPTION OF NOTES

Section 3.01 Applicability Of Article ........................................  19
Section 3.02 Notice Of Redemption; Selection Of Notes ........................  19
Section 3.03 Payment Of Notes On Redemption; Deposit Of Redemption Price .....  20


                                       i
<PAGE>

                                   ARTICLE IV

                        SENIOR NOTE FIRST MORTGAGE BONDS

Section 4.01 Delivery Of Initial Series Of Senior Note First Mortgage Bonds ..  21
Section 4.02 Receipt .........................................................  21
Section 4.03 Senior Note First Mortgage Bonds Held By The Trustee ............  22
Section 4.04 No Transfer Of Senior Note First Mortgage Bonds; Exceptions .....  22
Section 4.05 Delivery To The Company Of All Senior Note First Mortgage Bonds .  22
Section 4.06 Fair Value Certificate ..........................................  22
Section 4.07 Further Assurances ..............................................  23
Section 4.08 Exchange And Surrender Of Senior Note First Mortgage Bonds ......  24
Section 4.09 Acceptance Of Additional Senior Note First Mortgage Bonds .......  24
Section 4.10 Terms Of Senior Note First Mortgage Bonds .......................  24
Section 4.11 Senior Note First Mortgage Bonds As Security For Notes ..........  24

                                    ARTICLE V

                  SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

Section 5.01 Satisfaction And Discharge ......................................  25
Section 5.02 Deposited Moneys To Be Held In Trust By Trustee .................  27
Section 5.03 Paying Agent To Repay Moneys Held ...............................  27
Section 5.04 Return Of Unclaimed Moneys ......................................  27

                                   ARTICLE VI

                       PARTICULAR COVENANTS OF THE COMPANY

Section 6.01 Payment Of Principal And Interest ...............................  27
Section 6.02 Offices For Payments, Etc. ......................................  28
Section 6.03 Appointment To Fill A Vacancy In Office Of Trustee ..............  28
Section 6.04 Provision As To Paying Agent ....................................  28
Section 6.05 Opinions Of Counsel .............................................  29
Section 6.06 Certificates And Notice To Trustee ..............................  30
Section 6.07 Restrictions On Liens ...........................................  30
Section 6.08 Restrictions On Sale And Lease-Back Transactions ................  32
Section 6.09 Corporate Existence .............................................  32


                                       ii
<PAGE>

                                   ARTICLE VII

                         NOTEHOLDER LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

Section 7.01 Company To Furnish Noteholder Lists .............................  33
Section 7.02 Preservation and Disclosure of Noteholder Lists .................  33
Section 7.03 Reports By The Company ..........................................  34
Section 7.04 Reports By The Trustee ..........................................  35

                                  ARTICLE VIII

                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                              ON EVENTS OF DEFAULT

Section 8.01 Events Of Default ...............................................  36
Section 8.02 Collection Of Indebtedness By Trustee; Trustee May Prove Debt ...  38
Section 8.03 Application Of Proceeds .........................................  39
Section 8.04 Limitations On Suits By Noteholders .............................  40
Section 8.05 Suits For Enforcement ...........................................  41
Section 8.06 Powers And Remedies Cumulative; Delay Or Omission Not Waiver
             Of Default ......................................................  41
Section 8.07 Direction of Proceedings and Waiver of Defaults By Majority
             of Noteholders ..................................................  41
Section 8.08 Notice of Default ...............................................  42
Section 8.09 Undertaking To Pay Costs ........................................  42
Section 8.10 Restoration of Rights on Abandonment of Proceedings .............  42
Section 8.11 Defaults Under The First Mortgage ...............................  42
Section 8.12 Waiver of Usury, Stay or Extension Laws .........................  43

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

Section 9.01 Duties and Responsibilities of Trustee ..........................  43
Section 9.02 Reliance on Documents, Opinions, Etc. ...........................  44
Section 9.03 No Responsibility For Recitals, Etc. ............................  45
Section 9.04 Trustee, Authenticating Agent, Paying Agent Or Registrar May
             Own Notes .......................................................  45
Section 9.05 Moneys To Be Held In Trust ......................................  45
Section 9.06 Compensation And Expenses Of Trustee ............................  45
Section 9.07 Officers' Certificate As Evidence ...............................  46
Section 9.08 Conflicting Interest Of Trustee .................................  46
Section 9.09 Existence And Eligibility Of Trustee ............................  46
Section 9.10 Resignation Or Removal Of Trustee ...............................  46


                                      iii
<PAGE>

Section 9.11 Appointment Of Successor Trustee ................................  47
Section 9.12 Acceptance By Successor Trustee .................................  48
Section 9.13 Succession By Merger, Etc. ......................................  48
Section 9.14 Limitations On Rights Of Trustee As A Creditor ..................  49
Section 9.15 Authenticating Agent ............................................  49

                                    ARTICLE X

                           CONCERNING THE NOTEHOLDERS

Section 10.01 Action By Noteholders ..........................................  50
Section 10.02 Proof Of Execution By Noteholders ..............................  50
Section 10.03 Persons Deemed Absolute Owners .................................  50
Section 10.04 Company-Owned Notes Disregarded ................................  50
Section 10.05 Revocation Of Consents; Future Holders Bound ...................  51
Section 10.06 Record Date For Noteholder Acts ................................  51

                                   ARTICLE XI

                              NOTEHOLDERS' MEETING

Section 11.01 Purposes Of Meetings ...........................................  51
Section 11.02 Call Of Meetings By Trustee ....................................  52
Section 11.03 Call Of Meetings By Company Or Noteholders .....................  52
Section 11.04 Qualifications For Voting ......................................  52
Section 11.05 Regulations ....................................................  52
Section 11.06 Voting .........................................................  53
Section 11.07 Rights Of Trustee Or Noteholders Not Delayed ...................  53

                                   ARTICLE XII

               CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE

Section 12.01 Company May Consolidate, Etc. Only On Certain Terms ............  53
Section 12.02 Successor Corporation Substituted ..............................  54

                                  ARTICLE XIII

                             SUPPLEMENTAL INDENTURES

Section 13.01 Supplemental Indentures Without Consent Of Noteholders .........  54
Section 13.02 Supplemental Indentures With Consent Of Noteholders ............  56
Section 13.03 Compliance With Trust Indenture Act; Effect Of Supplemental
              Indentures .....................................................  57
Section 13.04 Notation On Notes ..............................................  57


                                       iv
<PAGE>

Section 13.05 Evidence Of Compliance Of Supplemental Indenture To Be
              Furnished Trustee ..............................................  57

                                   ARTICLE XIV

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.01 Indenture And Notes Solely Corporate Obligations ...............  57

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

Section 15.01 Provisions Binding On Company's Successors .....................  58
Section 15.02 Official Acts By Successor Corporation .........................  58
Section 15.03 Notices ........................................................  58
Section 15.04 Governing Law ..................................................  58
Section 15.05 Evidence Of Compliance With Conditions Precedent ...............  58
Section 15.06 Business Days ..................................................  59
Section 15.07 Trust Indenture Act To Control .................................  60
Section 15.08 Table Of Contents, Headings, Etc. ..............................  60
Section 15.09 Execution In Counterparts ......................................  60
Section 15.10 Manner Of Mailing Notice To Noteholders ........................  60
Section 15.11 Approval By Trustee Of Expert Or Counsel .......................  60
</TABLE>

EXHIBIT A- Form of Global Note Prior to Release Date
EXHIBIT B- Form of Note Prior to Release Date
EXHIBIT C- Form of Global Note Following Release Date
EXHIBIT D- Form of Note Following Release Date


                                       v
<PAGE>

     THIS INDENTURE, dated as of December 1, 1998, between CENTRAL ILLINOIS
PUBLIC SERVICE COMPANY, a corporation duly organized and existing under the laws
of the State of Illinois (the "COMPANY"), and The Bank of New York, a New York
banking corporation, as trustee (the "TRUSTEE").

WITNESSETH

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance from
time to time of its Notes, to be issued as in this Indenture provided;

     WHEREAS, subject to the provisions of Section 4.11 hereof, the Company has
issued two series of Senior Note First Mortgage Bonds (as hereinafter defined)
and has delivered such series to the Trustee to hold in trust for the benefit of
the respective Holders (as hereinafter defined) from time to time of the Notes,
and, subject to the terms and provisions hereof, the Company may deliver
additional series of Senior Note First Mortgage Bonds to the Trustee for such
purpose or require the Trustee to deliver to the Company, for cancellation, any
and all Senior Note First Mortgage Bonds held by the Trustee;

     AND WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms have been done and performed, and the execution
of this Indenture and the issue hereunder of the Notes have in all respects been
duly authorized;

     NOW THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Notes are,
and are to be authenticated, issued and delivered, and in consideration of the
premises, of the purchase and acceptance of the Notes by the Holders thereof and
of the sum of one dollar duly paid to it by the Trustee at the execution of this
Indenture, the receipt whereof is hereby acknowledged, the Company covenants and
agrees with the Trustee for the equal and proportionate benefit of the
respective Holders from time to time of the Notes, as follows:

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01 GENERAL. The terms defined in this Article I (whether or not
capitalized and except as herein otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto or Company Order (as hereinafter defined) shall
have the respective meanings specified in this Article I.

     Section 1.02 TRUST INDENTURE ACT.

          (a) Whenever this Indenture refers to a provision of the Trust
Indenture Act of 1939 (the "TIA"), such provision is incorporated by reference
in and made a part of this Indenture.

<PAGE>

          (b) Unless otherwise indicated, all terms used in this Indenture that
are defined by the TIA, defined by the TIA by reference to another statute or
defined by a rule of the Commission under the TIA shall have the meanings
assigned to them in the TIA or such statute or rule as in force on the date of
execution of this Indenture.

     Section 1.03 DEFINITIONS. For purposes of this Indenture, the following
terms shall have the following meanings.

     "AUTHENTICATING AGENT" shall mean any agent of the Trustee which shall be
appointed and acting pursuant to Section 9.15 hereof.

     "AUTHORIZED AGENT" shall mean any agent of the Company designated as such
by an Officers' Certificate delivered to the Trustee.

     "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company or
the Executive Committee of such Board or any other duly authorized committee of
such Board.

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

     "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions or trust companies in the
Borough of Manhattan, the City and State of New York, or in the city where the
corporate trust office of the Trustee is located, are obligated or authorized by
law or executive order to close.

     "CAPITAL LEASE" shall mean any lease which has been or would be capitalized
on the books of the lessee in accordance with GAAP.

     "CAPITALIZATION" shall mean the total of all the following items appearing
on, or included in, the consolidated balance sheet of the Company: (i)
liabilities for Debt maturing more than twelve (12) months from the date of
determination; and (ii) common stock, preferred stock, Hybrid Preferred
Securities, premium on capital stock, capital surplus, capital in excess of par
value, and retained earnings (however the foregoing may be designated), less, to
the extent not otherwise deducted, the cost of shares of capital stock of the
Company held in its treasury. Subject to the foregoing, Capitalization shall be
determined in accordance with generally accepted accounting principles and
practices applicable to the type of business in which the Company is engaged and
that are approved by independent accountants regularly retained by the Company,
and may be determined as of a date not more than sixty (60) days prior to the
happening of an event for which such determination is being made.

     "COMMISSION" shall mean the United States Securities and Exchange
Commission, or if at any time hereafter the Commission is not existing or
performing the duties now assigned to it under the TIA, then the body performing
such duties.

     "COMPANY" shall mean the corporation named as the "Company" in the first
paragraph of this Indenture, and its successors and assigns permitted hereunder.


                                       2
<PAGE>

     "COMPANY ORDER" shall mean a written order signed in the name of the
Company by one of the Chairman, the President, any Vice President (whether or
not designated by a number or numbers or a word or words added before or after
the title "Vice President"), the Treasurer or an Assistant Treasurer of the
Company, and delivered to the Trustee. At the Company's option, a Company Order
may take the form of a supplemental indenture to this Indenture.

     "CONSOLIDATED SUBSIDIARY" shall mean any Subsidiary whose accounts are or
are required to be consolidated with the accounts of the Company in accordance
with GAAP.

     "CORPORATE TRUST OFFICE OF THE TRUSTEE", or other similar term, shall mean
the corporate trust office of the Trustee, at which at any particular time its
corporate trust business shall be principally administered, which office is at
the date of the execution of this Indenture located at 101 Barclay Street, Floor
21W, New York, New York 10286.

     "DEBT" shall mean any outstanding debt for money borrowed of the Company
evidenced by notes, debentures, bonds, or other securities, or guarantees of any
thereof.

     "DEPOSITARY" shall mean, unless otherwise specified in a Company Order
pursuant to Section 2.05 hereof, The Depository Trust Company, New York, New
York ("DTC"), or any successor thereto registered and qualified as a clearing
agency under the Securities Exchange Act of 1934, or other applicable statute or
regulation.

     "EVENT OF DEFAULT" shall mean any event specified in Section 8.01 hereof,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

     "EXPERT" shall mean any officer of the Company familiar with the terms of
the First Mortgage and this Indenture, any law firm, any investment banking
firm, or any other Person, satisfactory in the reasonable judgment of the
Trustee.

     "FIRST MORTGAGE" shall mean the Indenture of Mortgage or Deed of Trust,
dated October 1, 1941 from the Company to U.S. Bank Trust National Association,
as successor trustee, and F. Sgaraglino, as successor co-trustee, as
supplemented and amended from time to time.

     "FIRST MORTGAGE BONDS" shall mean all first mortgage bonds issued by the
Company and outstanding under the First Mortgage, other than Senior Note First
Mortgage Bonds.

     "GAAP" shall mean generally accepted accounting principles in the United
States of America as in effect on the date hereof, applied on a basis consistent
with those used in the preparation of any financial statements referred to
herein, unless otherwise stated herein.

     "GLOBAL NOTE" shall mean a Senior Note that, pursuant to Section 2.05
hereof, is issued to evidence Senior Notes, that is delivered to the Depositary
or pursuant to the instructions of the Depositary and that shall be registered
in the name of the Depositary or its nominee.


                                       3
<PAGE>

     "HYBRID PREFERRED SECURITIES" shall mean any preferred securities issued by
a Hybrid Preferred Securities Subsidiary, where such preferred securities have
the following characteristics:

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

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

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

     "HYBRID PREFERRED SECURITIES SUBSIDIARY" shall mean any business trust (or
similar entity) (i) all of the common equity interest of which is owned (either
directly or indirectly through one or more wholly-owned Subsidiaries of the
Company or any Consolidated Subsidiary of the Company) at all times by the
Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred
Securities and (iii) substantially all of the assets of which consist at all
times solely of Junior Subordinated Indebtedness issued by the Company and
payments made from time to time on such Junior Subordinated Indebtedness.

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

     "INTEREST PAYMENT DATE" shall mean (a) each date designated as such for the
payment of interest on a Note specified in a Company Order pursuant to Section
2.05 hereof, (provided that the first Interest Payment Date for any Note, the
Original Issue Date of which is after a Regular Record Date but prior to the
respective Interest Payment Date, shall be the Interest Payment Date following
the next succeeding Regular Record Date), (b) a date of Maturity of such Note
and (c) only with respect to defaulted interest on such Note, the date
established by the Trustee for the payment of such defaulted interest pursuant
to Section 2.11 hereof.

     "JUNIOR SUBORDINATED INDEBTEDNESS" shall mean any unsecured Debt of the
Company (i) issued in exchange for the proceeds of Hybrid Preferred Securities
and (ii) subordinated to the rights of the Holders hereunder.

     "LIEN" shall mean any mortgage, security interest, pledge or lien.

     "MATURITY," when used with respect to any Note, shall mean the date on
which the principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity thereof or by declaration of
acceleration, redemption or otherwise.

     "MORTGAGE TRUSTEE" shall mean the Person serving as corporate trustee at
the time under the First Mortgage.


                                       4
<PAGE>

     "NOTE" or "NOTES" shall mean any Senior Note or Notes, as the case may be,
authenticated and delivered under this Indenture, including any Global Note.

     "NOTEHOLDER", "HOLDER OF NOTES" or "HOLDER" shall mean any Person in whose
name at the time a particular Note is registered on the books of the Trustee
kept for that purpose in accordance with the terms hereof.

     "OFFICERS' CERTIFICATE" when used with respect to the Company, shall mean a
certificate signed by one of the Chairman, the President, any Vice President
(whether or not designated by a number or numbers or a word or words added
before or after the title "Vice President"), and by the Chief Financial Officer,
Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company; provided, that no individual shall be entitled to sign in more than
one capacity.

     "OPERATING PROPERTY" shall mean (i) any interest in real property owned by
the Company and (ii) any asset owned by the Company that is depreciable in
accordance with GAAP, excluding, in either case, any interest of the Company as
lessee under a Capital Lease (except for a lease that results from a Sale and
Lease-Back Transaction).

     "OPINION OF COUNSEL" shall mean an opinion in writing signed by legal
counsel, who may be an employee of the Company, meeting the applicable
requirements of Section 15.05 hereof. If the Indenture requires the delivery of
an Opinion of Counsel to the Trustee, the text and substance of which has been
previously delivered to the Trustee, the Company may satisfy such requirement by
the delivery by the legal counsel that delivered such previous Opinion of
Counsel of a letter to the Trustee to the effect that the Trustee may rely on
such previous Opinion of Counsel as if such Opinion of Counsel was dated and
delivered the date delivery of such Opinion of Counsel is required. Any Opinion
of Counsel may contain reasonable conditions and qualifications satisfactory to
the Trustee.

     "OPINION OF INDEPENDENT COUNSEL" shall mean an opinion in writing signed by
legal counsel, who shall not be an employee of the Company, meeting the
applicable requirements of Section 15.05. Any Opinion of Independent Counsel may
contain reasonable conditions and qualifications satisfactory to the Trustee.

     "ORIGINAL ISSUE DATE" shall mean for a Note, or portions thereof, the date
upon which it, or such portion, was issued by the Company pursuant to this
Indenture and authenticated by the Trustee (other than in connection with a
transfer, exchange or substitution).

     "OUTSTANDING", when used with reference to Notes, shall, subject to Section
10.04 hereof, mean, as of any particular time, all Notes authenticated and
delivered by the Trustee under this Indenture, except

     (a) Notes theretofore cancelled by the Trustee or delivered to the Trustee
for cancellation;

     (b) Notes, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company), PROVIDED that if such
Notes are to be redeemed prior to the Stated


                                       5
<PAGE>

Maturity thereof, notice of such redemption shall have been given as provided in
Article III, or provisions satisfactory to the Trustee shall have been made for
giving such notice;

     (c) Notes, or portions thereof, that have been paid and discharged or are
deemed to have been paid and discharged pursuant to the provisions of this
Indenture; and

     (d) Notes in lieu of or in substitution for which other Notes shall have
been authenticated and delivered, or which have been paid, pursuant to Section
2.07 hereof.

     "PERSON" shall mean any individual, corporation, company partnership, joint
venture, limited liability company, association, joint-stock company, trust,
unincorporated organization or government or any agent or political subdivision
thereof.

     "PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY" shall mean 607 East Adams
Street, Springfield, Illinois 62739, or such other place where the main
corporate offices of the Company are located as designated in writing to the
Trustee by an Authorized Agent.

     "REGULAR RECORD DATE" shall mean, unless otherwise specified in a Company
Order pursuant to Section 2.05 hereof, for an Interest Payment Date for a
particular Note (except for an Interest Payment Date with respect to defaulted
interest on such Note) (a) the fifteenth day next preceding each Interest
Payment Date (unless the Interest Payment Date is the date of Maturity of such
Note, in which event, the Regular Record Date shall be as described in clause
(b) hereof) and (b) the date of Maturity of such Note.

     "RELATED SERIES OF NOTES" shall mean, when used in reference to the First
Mortgage Bonds, Senior Notes Series AA-1, the Company's Senior Notes, 5.375% Due
2008, when used in reference to the First Mortgage Bonds, Senior Notes Series
AA-2, the Company's Senior Notes, 6.125% Due 2028, and, when used in reference
to another series of Senior Note First Mortgage Bonds, shall mean the series of
Notes in respect of which such series of Senior Note First Mortgage Bonds were
delivered to the Trustee pursuant to Section 4.09 hereof upon the initial
authentication and issuance of such series of Notes pursuant to Section 2.05
hereof.

     "RELATED SERIES OF SENIOR NOTE FIRST MORTGAGE BONDS" shall mean, when used
in reference to the Company's Senior Notes, 5.375% Due 2008, the First Mortgage
Bonds, Senior Notes Series AA-1, when used in reference to the Company's Senior
Notes, 6.125% Due 2028, the First Mortgage Bonds, Senior Notes Series AA-2, and,
when used in reference to any other series of Notes, shall mean the series of
Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section
4.09 hereof in connection with the initial authentication and issuance of such
series of Notes pursuant to Section 2.05 hereof.

     "RELEASE DATE" shall mean the date as of which all First Mortgage Bonds
have been retired through payment, redemption, or otherwise at, before or after
the maturity thereof.

     "RESPONSIBLE OFFICER" or "RESPONSIBLE OFFICERS" when used with respect to
the Trustee shall mean one or more of the following: any assistant vice
president, any assistant treasurer, any trust officer, any assistant trust
officer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at


                                       6
<PAGE>

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.

     "SALE AND LEASE-BACK TRANSACTION" shall mean any arrangement with any
Person providing for the leasing to the Company of any Operating Property
(except for leases for a term, including any renewal thereof, of not more than
forty-eight (48) months), which Operating Property has been or is to be sold or
transferred by the Company to such Person; PROVIDED, HOWEVER, Sale and
Lease-back Transaction shall not include any arrangement first entered into
prior to the date of this Indenture.

     "SENIOR NOTE FIRST MORTGAGE BONDS" shall mean the First Mortgage Bonds,
Senior Notes Series AA-1 and the First Mortgage Bonds, Senior Notes Series AA-2
issued by the Company pursuant to the Supplemental Indenture to the First
Mortgage dated December 1, 1998 and any other first mortgage bonds issued by the
Company under the First Mortgage pursuant to supplemental indentures to the
First Mortgage and delivered to the Trustee pursuant to Section 4.09 hereof.

     "SPECIAL RECORD DATE" shall mean, with respect to any Note, the date
established by the Trustee in connection with the payment of defaulted interest
on such Note pursuant to Section 2.11 hereof.

     "STATED MATURITY" shall mean with respect to any Note, the last date on
which principal on such Note becomes due and payable as therein or herein
provided, other than by declaration of acceleration or by redemption.

     "SUBSIDIARY" shall mean, as to any Person, any corporation or other entity
of which at least a majority of the securities or other ownership interest
having ordinary voting power (absolutely or contingently) for the election of
directors or other Persons performing similar functions are at the time owned
directly or indirectly by such Person.

     "TRUSTEE" shall mean The Bank of New York and, subject to Article IX, shall
also include any successor Trustee.

     "U.S. GOVERNMENT OBLIGATIONS" shall mean (i) direct non-callable
obligations of, or non-callable obligations guaranteed as to timely payment of
principal and interest by, the United States of America or obligations of a
person controlled or supervised by and acting as an agency or instrumentality
thereof for the payment of which obligations or guarantee the full faith and
credit of the United States is pledged or (ii) certificates or receipts
representing direct ownership interests in obligations or specified portions
(such as principal or interest) of obligations described in clause (i) above,
which obligations are held by a custodian in safekeeping in a manner
satisfactory to the Trustee.

     "VALUE" shall mean, with respect to a Sale and Lease-Back Transaction, as
of any particular time, the amount equal to the greater of (i) the net proceeds
to the Company from the sale or transfer of the property leased pursuant to such
Sale and Lease-Back Transaction and (ii) the net book value of such property, as
determined in accordance with generally accepted accounting principles by the
Company at the time of entering into such Sale and Lease-Back Transaction, in
either case multiplied by a fraction, the numerator of which shall be equal to
the


                                       7
<PAGE>

number of full years of the term of the lease that is part of such Sale and
Lease-Back Transaction remaining at the time of determination and the
denominator of which shall be equal to the number of full years of such term,
without regard, in any case, to any renewal or extension options contained in
such lease.

                                   ARTICLE II

                    FORM, ISSUE, EXECUTION, REGISTRATION AND
                                EXCHANGE OF NOTES

     Section 2.01 FORM GENERALLY.

          (a) If the Notes are in the form of a Global Note they shall be in
substantially the form set forth in Exhibit A (or, following the Release Date,
Exhibit C) to this Indenture, and, if the Notes are not in the form of a Global
Note, they shall be in substantially the form set forth in Exhibit B (or,
following the Release Date, Exhibit D) to this Indenture, or, in any case, in
such other form as shall be established by a Board Resolution, or a Company
Order pursuant to a Board Resolution, or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable rules
of any securities exchange or of the Depositary or with applicable law or as
may, consistently herewith, be determined by the officers executing such Notes,
as evidenced by their execution of such Notes.

          (b) The definitive Notes shall be typed, printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Notes, as evidenced by their
execution of such Notes.

     Section 2.02 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's
certificate of authentication on all Notes shall be in substantially the
following form:

                     Trustee's Certificate of Authentication

     This Note is one of the Notes of the series herein designated, described or
provided for in the within-mentioned Indenture.

                                   The Bank of New York, As Trustee

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

     Section 2.03 AMOUNT UNLIMITED. The aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is unlimited, subject to
compliance with the provisions of this Indenture.


                                       8
<PAGE>

     Section 2.04 DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES.

          (a) The Notes shall be issuable in registered form without coupons in
denominations of $1,000 and integral multiples thereof or such other amount or
amounts as may be authorized by the Board of Directors or a Company Order
pursuant to a Board Resolution or in one or more indentures supplemental hereto;
PROVIDED, that the principal amount of a Global Note shall not exceed
$200,000,000 unless otherwise permitted by the Depositary.

          (b) Each Note shall be dated and issued as of the date of its
authentication by the Trustee, and shall bear an Original Issue Date; each Note
issued upon transfer, exchange or substitution of a Note shall bear the Original
Issue Date or Dates of such transferred, exchanged or substituted Note, subject
to the provisions of Section 2.13(d) hereof.

          (c) Each Note shall accrue interest from the later of (1) its Original
Issue Date or the date specified in such Note and (2) the most recent date to
which interest has been paid or duly provided for with respect to such Note
until the principal of such Note is paid or made available for payment, and
interest on each Note shall be payable on each Interest Payment Date after the
Original Issue Date.

          (d) Each Note shall mature on a Stated Maturity specified in the Note.
The principal amount of each outstanding Note shall be payable on the Stated
Maturity date specified therein.

          (e) Unless otherwise specified in a Company Order pursuant to Section
2.05 hereof, interest on each of the Notes shall be calculated on the basis of a
360-day year of twelve 30-day months (and for any partial periods shall be
calculated on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months) and shall be computed at a fixed rate until the Stated
Maturity of such Notes. The method of computing interest on any Notes not
bearing a fixed rate of interest shall be set forth in a Company Order pursuant
to Section 2.05 hereof. Unless otherwise specified in a Company Order pursuant
to Section 2.05 hereof, principal, interest and premium on the Notes shall be
payable in the currency of the United States.

          (f) Except as provided in the following sentence, the Person in whose
name any Note is registered at the close of business on any Regular Record Date
or Special Record Date with respect to an Interest Payment Date for such Note
shall be entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Note upon any registration of transfer,
exchange or substitution of such Note subsequent to such Regular Record Date or
Special Record Date and prior to such Interest Payment Date. Any interest
payable at Maturity shall be paid to the Person to whom the principal of such
Note is payable.

          (g) So long as the Trustee is the registrar and paying agent, the
Trustee shall, as soon as practicable but no later than the Regular Record Date
preceding each applicable Interest Payment Date, provide to the Company a list
of the principal, interest and premium to be paid on Notes on such Interest
Payment Date. The Trustee shall assume responsibility for withholding taxes on
interest paid as required by law except with respect to any Global Note.


                                       9
<PAGE>

     Section 2.05 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          (a) The Notes shall be executed on behalf of the Company by one of its
Chairman, President, any Vice President (whether or not designated by a number
or numbers or a word or words added before or after the title "Vice President"),
its Treasurer or an Assistant Treasurer of the Company and attested by the
Secretary or an Assistant Secretary of the Company. The signature of any of
these officers on the Notes may be manual or facsimile. Typographical and other
minor errors or defects in any such signature shall not affect the validity or
enforceability of any Note that has been duly authenticated and delivered by the
Trustee.

          (b) Notes bearing the manual or facsimile signatures of individuals
who were at the time of execution the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or did
not hold such offices at the date of such Notes.

          (c) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication, together with or preceded by one or more Company
Orders for the authentication and delivery of such Notes, and the Trustee in
accordance with any such Company Order shall authenticate and make available for
delivery such Notes. The Notes shall be issued in series. Such Company Order
shall specify the following with respect to each series of Notes: (i) any
limitations on the aggregate principal amount of the Notes to be issued as part
of such series, (ii) the Original Issue Date for such series, (iii) the Stated
Maturity of Notes of such series, (iv) the interest rate or rates, or method of
calculation of such rate or rates, for such series and the date from which such
interest will accrue, (v) the terms, if any, regarding the optional or mandatory
redemption of such series, including redemption date or dates of such series, if
any, and the price or prices applicable to such redemption, (vi) whether or not
the Notes of such series shall be issued in whole or in part in the form of a
Global Note and, if so, the Depositary for such Global Note unless DTC, (vii)
the designation of such series, (viii) if the form of the Notes of such series
is not as described in Exhibit A, Exhibit B, Exhibit C or Exhibit D hereto, the
form of the Notes of such series, (ix) the maximum annual interest rate, if any,
of the Notes permitted for such series, (x) the period or periods within which,
the price or prices at which and the terms and conditions upon which such series
may be repaid, in whole or in part, at the option of the Holder thereof, (xi) if
prior to the Release Date, the designation of the Related Series of Senior Note
First Mortgage Bonds being delivered to the Trustee in connection with the
issuance of such series of Notes, (xii) the establishment of any office or
agency pursuant to Section 6.02 hereof, and (xiii) any other terms of such
series not inconsistent with this Indenture. Prior to authenticating Notes of
any series, and in accepting the additional responsibilities under this
Indenture in relation to such Notes, the Trustee shall receive from the Company
the following at or before the issuance of the initial Note of such series of
Notes, and (subject to Section 9.01 hereof) shall be fully protected in relying
upon, unless and until such documents have been superseded or revoked prior to
such issuance:

               (1) A Board Resolution authorizing such Company Order or Orders
     and, if the form of Notes is established by a Board Resolution or a Company
     Order pursuant to a Board Resolution, a copy of such Board Resolution;


                                       10
<PAGE>

               (2) At the option of the Company, either an Opinion of Counsel or
     a letter addressed to the Trustee permitting it to rely on an Opinion of
     Counsel, stating substantially the following subject to customary
     qualifications and exceptions:

                    (A) if the form of Notes has been established by or pursuant
          to a Board Resolution, a Company Order pursuant to a Board Resolution,
          or in a supplemental indenture as permitted by Section 2.01 hereof,
          that such form has been established in conformity with this Indenture;

                    (B) that the Indenture has been duly authorized, executed
          and delivered by the Company and constitutes a valid and binding
          obligation of the Company, enforceable against the Company in
          accordance with its terms, except as may be limited by applicable
          bankruptcy, insolvency, reorganization, fraudulent conveyance,
          moratorium or similar laws of general application relating to or
          affecting the enforcement of creditors' rights, the application of
          general principles of equity (regardless of whether such application
          is made in a proceeding at law or in equity) and by an implied
          covenant of good faith and fair dealing and except as enforcement of
          provisions of the Indenture may be limited by state laws affecting the
          remedies for the enforcement of the security provided for in the
          Indenture;

                    (C) if prior to the Release Date, that the Related Series of
          Senior Note First Mortgage Bonds being delivered to the Trustee in
          connection with the issuance of such series of Notes have been duly
          authorized, executed and delivered, and that such Senior Note First
          Mortgage Bonds are valid and binding obligations of the Company,
          enforceable against the Company in accordance with their terms, except
          as may be limited by applicable bankruptcy, insolvency,
          reorganization, fraudulent conveyance, moratorium or similar laws of
          general application relating to or affecting the enforcement of
          creditors' rights and the application of general principles of equity
          (regardless of whether such application is made in a proceeding at law
          or in equity) and by an implied covenant of good faith and fair
          dealing and except as enforcement of provisions thereof may be limited
          by state laws affecting the remedies for the enforcement of the
          security provided for in the First Mortgage; and that such Senior Note
          First Mortgage Bonds are entitled to the benefit of the First
          Mortgage, equally and ratably, with all First Mortgage Bonds and other
          Senior Note First Mortgage Bonds (if any) outstanding thereunder,
          except as to sinking fund provisions;

                    (D) that the Indenture and, if prior to the Release Date,
          the First Mortgage are qualified to the extent necessary under the
          TIA;

                    (E) that such Notes have been duly authorized and executed
          by the Company, and when authenticated by the Trustee and issued by
          the Company in the manner and subject to any conditions specified in
          such Opinion of Counsel, will constitute valid and binding obligations
          of the Company, enforceable against the Company in accordance with
          their terms, except as may be limited by applicable bankruptcy,
          insolvency, reorganization, fraudulent conveyance,


                                       11
<PAGE>

          moratorium or similar laws of general application relating to or
          affecting the enforcement of creditors' rights, the application of
          general principles of equity (regardless of whether such application
          is made in a proceeding at law or in equity) and by an implied
          covenant of good faith and fair dealing and except as enforcement of
          provisions of this Indenture may be limited by state laws affecting
          the remedies for the enforcement of the security provided for in this
          Indenture;

                    (F) that the issuance of the Notes and, if prior to the
          Release Date, the delivery by the Company of the Related Series of
          Senior Note First Mortgage Bonds in connection therewith will not
          result in any default under this Indenture or (if applicable) the
          First Mortgage;

                    (G) that all consents or approvals of the Illinois Commerce
          Commission (or any successor agency) and of any other federal or state
          regulatory agency required in connection with the Company's execution
          and delivery of this Indenture, such series of Notes and any Senior
          Note First Mortgage Bonds have been obtained and are in full force and
          effect (except that no statement need be made with respect to state
          securities laws);

                    (H) if prior to the Release Date, that the First Mortgage
          and all financing statements have been duly filed and recorded in all
          places where such filing or recording is necessary for the perfection
          or preservation of the lien of the First Mortgage, and the First
          Mortgage constitutes a valid and perfected first lien upon the
          property purported to be covered thereby, subject only to "permitted
          encumbrances and liens" (as defined in the First Mortgage) and to
          liens upon the property, if any, specifically identified in the
          supplemental indenture related to a Related Series of Senior Note
          First Mortgage Bonds prior to its recordation; and

                    (I) that all conditions that must be met by the Company to
          issue Notes under this Indenture have been met.

               (3) If prior to the Release Date, the certificate of an Expert
     meeting the requirements of Section 4.06(a) hereof and a series of Senior
     Note First Mortgage Bonds meeting the requirements of Section 4.10 hereof.

               (4) An Officers' Certificate stating that (i) the Company is not,
     and upon the authentication by the Trustee of such series of Notes, will
     not be in default under any of the terms or covenants contained in this
     Indenture, (ii) all conditions that must be met by the Company to issue
     Notes under this Indenture have been met, and (iii) if prior to the Release
     Date, the Related Series of Senior Note First Mortgage Bonds being
     delivered to the Trustee meets the requirements of Section 4.10 hereof.

          (d) No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of an authorized officer, and
such certificate upon any Note shall be conclusive evidence, and the


                                       12
<PAGE>

only evidence, that such Note has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.

          (e) If all Notes of a series are not to be authenticated and issued at
one time, the Company shall not be required to deliver the Company Order, Board
Resolution, certificate of an Expert, Senior Note First Mortgage Bonds,
Officers' Certificate and Opinion of Counsel (including any of the foregoing
that would be otherwise required pursuant to Section 15.05 hereof) described in
Section 2.05(c) hereof at or prior to the authentication of each Note of such
series, if such items are delivered at or prior to the time of authentication of
the first Note of such series to be authenticated and issued. If all of the
Notes of a series are not authenticated and issued at one time, for each
issuance of Notes after the initial issuance of Notes of such series, the
Company shall be required only to deliver to the Trustee the Note and a written
request (executed by one of the Chairman, the President, any Vice President, the
Treasurer, or an Assistant Treasurer) to the Trustee to authenticate such Note
and to deliver such Note in accordance with the instructions specified by such
request. Any such request shall constitute a representation and warranty by the
Company that the statements made in the Officers' Certificate delivered to the
Trustee prior to the authentication and issuance of the first Note of such
series are true and correct on the date thereof as if made on and as of the date
thereof.

     Section 2.06 EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES.

          (a) Subject to Section 2.13 hereof, Notes of any series may be
exchanged for one or more new Notes of the same series of any authorized
denominations and of a like aggregate principal amount, series and Stated
Maturity and having the same terms and Original Issue Date. Notes to be
exchanged shall be surrendered at any of the offices or agencies to be
maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate
and deliver in exchange therefor the Note or Notes of such series which the
Noteholder making the exchange shall be entitled to receive.

          (b) The Trustee shall keep, at one of said offices or agencies, a
register or registers in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall register or cause to be registered Notes and shall
register or cause to be registered the transfer of Notes as in this Article II
provided. Such register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. At all reasonable
times, such register shall be open for inspection by the Company. Upon due
presentment for registration of transfer of any Note at any such office or
agency, the Company shall execute and the Trustee shall register, authenticate
and deliver in the name of the transferee or transferees one or more new Notes
of any authorized denominations and of a like aggregate principal amount, series
and Stated Maturity and having the same terms and Original Issue Date.

          (c) All Notes presented for registration of transfer or for exchange,
redemption or payment shall be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee and duly executed by the Holder or the attorney in fact of such
Holder duly authorized in writing.


                                       13
<PAGE>

          (d) No service charge shall be made for any exchange or registration
of transfer of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.

          (e) The Trustee shall not be required to exchange or register the
transfer of any Notes selected, called or being called for redemption (including
Notes, if any, redeemable at the option of the Holder provided such Notes are
then redeemable at such Holder's option) except, in the case of any Note to be
redeemed in part, the portion thereof not to be so redeemed.

          (f) If the principal amount, and applicable premium, of part, but not
all of a Global Note is paid, then upon surrender to the Trustee of such Global
Note, the Company shall execute, and the Trustee shall authenticate, deliver and
register, a Global Note in an authorized denomination in aggregate principal
amount equal to, and having the same terms, Original Issue Date and series as,
the unpaid portion of such Global Note.

     Section 2.07 MUTILATED, DESTROYED, LOST OR STOLEN NOTES.

          (a) If any temporary or definitive Note shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon its written
request the Trustee shall authenticate and deliver, a new Note of like form and
principal amount and having the same terms and Original Issue Date and bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Note, or in lieu of and in substitution for the Note so destroyed,
lost or stolen. In every case the applicant for a substituted Note shall furnish
to the Company, the Trustee and any paying agent or Authenticating Agent 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 of a Note, the applicant shall
also furnish to the Company and to the Trustee evidence to their satisfaction of
the destruction, loss or theft of such Note and of the ownership thereof.

          (b) The Trustee shall authenticate any such substituted Note and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Note, 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 connected therewith.
If any Note which has matured, is about to mature, has been redeemed or called
for redemption shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substituted Note, pay or authorize the payment
of the same (without surrender thereof except in the case of a mutilated Note)
if the applicant for such payment shall furnish to the Company, the Trustee and
any paying agent or Authenticating Agent such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or theft, evidence satisfactory to the Company and the Trustee of the
destruction, loss or theft of such Note and of the ownership thereof.

          (c) Every substituted Note issued pursuant to this Section 2.07 by
virtue of the fact that any Note is mutilated, destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
such destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder. All Notes shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive


                                       14
<PAGE>

with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes and shall preclude to the full extent permitted by applicable law
any and all other rights or remedies with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.

     Section 2.08 TEMPORARY NOTES. Pending the preparation of definitive Notes,
the Company may execute and the Trustee shall authenticate and deliver temporary
Notes (printed, lithographed or otherwise reproduced). Temporary Notes shall be
issuable in any authorized denomination and substantially in the form of the
definitive Notes but with such omissions, insertions and variations as may be
appropriate for temporary Notes, all as may be determined by the Company. Every
such temporary Note shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Notes. Without unreasonable delay the Company shall execute and
shall deliver to the Trustee definitive Notes and thereupon any or all temporary
Notes shall be surrendered in exchange therefor at the corporate trust office of
the Trustee, and the Trustee shall authenticate, deliver and register in
exchange for such temporary Notes an equal aggregate principal amount of
definitive Notes. Such exchange shall be made by the Company at its own expense
and without any charge therefor to the Noteholders. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes authenticated and delivered hereunder.

     Section 2.09 CANCELLATION OF NOTES PAID, ETC. All Notes surrendered for the
purpose of payment, redemption, exchange or registration of transfer shall be
surrendered to the Trustee for cancellation and promptly cancelled by it and no
Notes shall be issued in lieu thereof except as expressly permitted by this
Indenture. The Company shall surrender to the Trustee any Notes so acquired by
it and such Notes shall be cancelled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes so cancelled.

     Section 2.10 INTEREST RIGHTS PRESERVED. Each Note delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Note shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note, and each such Note shall be so dated that neither
gain nor loss of interest shall result from such transfer, exchange or
substitution.

     Section 2.11 SPECIAL RECORD DATE. If and to the extent that the Company
fails to make timely payment or provision for timely payment of interest on any
series of Notes (other than on an Interest Payment Date that is a Maturity
date), that interest shall cease to be payable to the Persons who were the
Noteholders of such series at the applicable Regular Record Date. In that event,
when moneys become available for payment of the interest, the Trustee shall (a)
establish a date of payment of such interest and a Special Record Date for the
payment of that interest, which Special Record Date shall be not more than 15 or
fewer than 10 days prior to the date of the proposed payment and (b) mail notice
of the date of payment and of the Special Record Date not fewer than 10 days
preceding the Special Record Date to each Noteholder of such series at the close
of business on the 15th day preceding the mailing at the address of such
Noteholder, as it appeared on the register for the Notes. On the day so
established by the Trustee the interest shall be payable to the Holders of the
applicable Notes at the close of business on the Special Record Date.


                                       15
<PAGE>

     Section 2.12 PAYMENT OF NOTES. Payment of the principal of and interest and
premium on all Notes shall be payable as follows:

          (a) On or before 9:30 a.m., New York City time, or such other time as
shall be agreed upon between the Trustee and the Company, of the day on which
payment of principal, interest and premium is due on any Global Note pursuant to
the terms thereof, the Company shall deliver to the Trustee funds available on
such date sufficient to make such payment, by wire transfer of immediately
available funds or by instructing the Trustee to withdraw sufficient funds from
an account maintained by the Company with the Trustee or such other method as is
acceptable to the Trustee. On or before 12:00 noon, New York City time, or such
other time as shall be agreed upon between the Trustee and the Depositary, of
the day on which any payment of interest is due on any Global Note (other than
at Maturity), the Trustee shall pay to the Depositary such interest in same day
funds. On or before 1:00 p.m., New York City time or such other time as shall be
agreed upon between the Trustee and the Depositary, of the day on which
principal, interest payable at Maturity and premium, if any, is due on any
Global Note, the Trustee shall deposit with the Depositary the amount equal to
the principal, interest payable at Maturity and premium, if any, by wire
transfer into the account specified by the Depositary. As a condition to the
payment, at Maturity, of any part of the principal of interest on and applicable
premium of any Global Note, the Depositary shall surrender, or cause to be
surrendered, such Global Note to the Trustee, whereupon a new Global Note shall
be issued to the Depositary pursuant to Section 2.06(f) hereof.

          (b) With respect to any Note that is not a Global Note, principal,
applicable premium and interest due at the Maturity of the Note shall be payable
in immediately available funds when due upon presentation and surrender of such
Note at the corporate trust office of the Trustee or at the authorized office of
any paying agent in the Borough of Manhattan, The City and State of New York.
Interest on any Note that is not a Global Note (other than interest payable at
Maturity) shall be paid by check payable in clearinghouse funds mailed to the
Holder thereof at such Holder's address as it appears on the register; PROVIDED
that if the Trustee receives a written request from any Holder of Notes, the
aggregate principal amount of which having the same Interest Payment Date equals
or exceeds $10,000,000, on or before the applicable Regular Record Date for such
Interest Payment Date, interest on such Note shall be paid by wire transfer of
immediately available funds to a bank within the continental United States
designated by such Holder in its request or by direct deposit into the account
of such Holder designated by such Holder in its request if such account is
maintained with the Trustee or any paying agent.

          (c) The Trustee shall receive the Senior Note First Mortgage Bonds
from the Company as provided in this Indenture and shall hold the Senior Note
First Mortgage Bonds, and any and all sums payable thereon or with respect
thereto or realized therefrom, in trust for the benefit of the holders of the
Notes, as herein provided. Subject to Article XIII hereof, all payments made by
or on behalf of the Company to the Trustee on a series of Senior Note First
Mortgage Bonds shall be deemed to be a payment by the Company pursuant to this
Section 2.12 and shall be applied by the Trustee to pay, when due, principal of,
premium, if any, and/or interest on the Related Series of Notes and, to the
extent so applied, shall satisfy the Company's obligations on such Notes. The
Company shall cause payment to be made to the Trustee of principal of, premium,
if any, and (if applicable) interest on a series of Senior Note First


                                       16
<PAGE>

Mortgage Bonds in a manner and at a time that will enable the Trustee to make
payments when due, of the principal of, premium, if any, and interest on the
Related Series of Notes.

     Section 2.13 NOTES ISSUABLE IN THE FORM OF A GLOBAL NOTE.

          (a) If the Company shall establish pursuant to Section 2.05 hereof
that the Notes of a particular series are to be issued in the form of one or
more Global Notes, then the Company shall execute and the Trustee shall, in
accordance with Section 2.05 hereof and the Company Order delivered to the
Trustee thereunder, authenticate and deliver such Global Note or Notes, which
(i) shall represent, shall be denominated in an amount equal to the aggregate
principal amount of, and shall have the same terms as, the outstanding Notes of
such series to be represented by such Global Note or Notes, (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:
"This Note is a Global Note registered in the name of the Depositary (referred
to herein) or a nominee thereof and, unless and until it is exchanged in whole
for the individual Notes represented hereby as provided in the Indenture
referred to below, this Global Note may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this Global Note is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York), to the
Trustee for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
is made to Cede & Co., any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
Cede & Co., has an interest herein" or such other legend as may be required by
the rules and regulations of the Depositary.

          (b) (i) If at any time the Depositary for a Global Note notifies the
Company that it is unwilling or unable to continue as Depositary for such Global
Note or if at any time the Depositary for the Global Note shall no longer be
eligible or in good standing under the Securities Exchange Act of 1934 or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such Global Note. If a successor Depositary for such
Global Note is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective
with respect to the series of Notes evidenced by such Global Note and the
Company shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Notes of such series in exchange for
such Global Note, shall authenticate and deliver, individual Notes of such
series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such Global Note in exchange for such
Global Note. The Trustee shall not be charged with knowledge or notice of the
ineligibility of a Depositary unless a Responsible Officer shall have actual
knowledge thereof.

          (ii) (A) The Company may at any time and in its sole discretion
determine that all outstanding (but not less than all) Notes of a series issued
or issuable in the form of one or more Global Notes shall no longer be
represented by such Global Note or Notes. In such event


                                       17
<PAGE>

the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Notes in exchange for such Global
Note, shall authenticate and deliver individual Notes of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such Global Note or Notes in exchange for such Global Note or Notes.

               (B) Within seven days after the occurrence of an Event of Default
with respect to any series of Global Notes, the Company shall execute, and the
Trustee shall authenticate and deliver, Notes of such series in definitive
registered form in any authorized denominations and in aggregate principal
amount equal to the principal amount of such Global Notes in exchange for such
Global Notes.

          (iii) In any exchange provided for in any of the preceding two
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Notes in definitive registered form in authorized
denominations. Upon the exchange of a Global Note for individual Notes, such
Global Note shall be cancelled by the Trustee. Notes issued in exchange for a
Global Note pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Global Note, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for
delivery to the persons in whose names such Notes are so registered, or if the
Depositary shall refuse or be unable to deliver such Notes, the Trustee shall
deliver such Notes to the persons in whose names such Notes are registered,
unless otherwise agreed upon between the Trustee and the Company, in which event
the Company shall cause the Notes to be delivered to the persons in whose names
such Notes are registered.

          (c) Neither the Company, the Trustee, any Authenticating Agent nor any
paying agent shall have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests of a Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.

          (d) Pursuant to the provisions of this subsection, at the option of
the Trustee (subject to Section 2.04(a) hereof) and upon 30 days' written notice
to the Depositary but not prior to the first Interest Payment Date of the
respective Global Notes, the Depositary shall be required to surrender any two
or more Global Notes which have identical terms, including, without limitation,
identical maturities, interest rates and redemption provisions (but which may
have differing Original Issue Dates) to the Trustee, and the Company shall
execute and the Trustee shall authenticate and deliver to, or at the direction
of, the Depositary a Global Note in principal amount equal to the aggregate
principal amount of, and with all terms identical to, the Global Notes
surrendered thereto and that shall indicate each applicable Original Issue Date
and the principal amount applicable to each such Original Issue Date. The
exchange contemplated in this subsection shall be consummated at least 30 days
prior to any Interest Payment Date applicable to any of the Global Notes
surrendered to the Trustee. Upon any exchange of any Global Note with two or
more Original Issue Dates, whether pursuant to this Section or pursuant to
Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes
with a particular Original Issue Date shall be the same before and after such
exchange, after giving effect to any retirement of Notes and the Original Issue
Dates applicable to such Notes occurring in connection with such exchange.


                                       18
<PAGE>

          Section 2.14 CUSIP NUMBERS.

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

                                   ARTICLE III

                               REDEMPTION OF NOTES

     Section 3.01 APPLICABILITY OF ARTICLE. Such of the Notes as are, by their
terms, redeemable prior to their Stated Maturity at the option of the Company,
may be redeemed by the Company at such times, in such amounts and at such prices
as may be specified therein and in accordance with the provisions of this
Article III.

     Section 3.02 NOTICE OF REDEMPTION; SELECTION OF NOTES.

          (a) The election of the Company to redeem any Notes shall be evidenced
by a Board Resolution which shall be given with notice of redemption to the
Trustee at least 45 days (or such shorter period acceptable to the Trustee in
its sole discretion) prior to the redemption date specified in such notice.

          (b) Notice of redemption to each Holder of Notes to be redeemed as a
whole or in part shall be given by the Trustee, in the manner provided in
Section 15.10 hereof, no less than 30 or more than 60 days prior to the date
fixed for redemption. Any notice which is given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Noteholder receives the notice. In any case, failure duly to give such notice,
or any defect in such notice, to the Holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note.

          (c) Each such notice shall identify the Notes to be redeemed
(including "CUSIP" numbers) and shall specify the date fixed for redemption, the
places of redemption and the redemption price (or the method for calculation
thereof) at which such Notes are to be redeemed, and shall state that (subject
to subsection (e) of this section) payment of the redemption price of such Notes
or portion thereof to be redeemed will be made upon surrender of such Notes at
such places of redemption, that interest accrued to the date fixed for
redemption will be paid as specified in such notice, and that from and after
such date interest thereon shall cease to accrue. If less than all of a series
of Notes having the same terms are to be redeemed, the notice shall specify the
Notes or portions thereof to be redeemed. If any Note is to be redeemed in part
only, the notice which relates to such Note shall state the portion of the
principal amount thereof to be redeemed, and shall state that, upon surrender of
such Note, a new Note or Notes having the


                                       19
<PAGE>

same terms in aggregate principal amount equal to the unredeemed portion thereof
will be issued.

          (d) Unless otherwise provided by a Company Order under Section 2.05
hereof, if less than all of a series of Notes is to be redeemed, the Trustee
shall select in such manner as it shall deem appropriate and fair in its
discretion the particular Notes to be redeemed in whole or in part and shall
thereafter promptly notify the Company in writing of the Notes so to be
redeemed. If less than all of a series of Notes represented by a Global Note is
to be redeemed, the particular Notes or portions thereof of such series to be
redeemed shall be selected by the Depositary for such series of Notes in such
manner as the Depositary shall determine. Notes shall be redeemed only in
denominations of $1,000, PROVIDED that any remaining principal amount of a Note
redeemed in part shall be a denomination authorized under this Indenture.

          (e) If at the time of the mailing of any notice of redemption at the
option of the Company, the Company shall not have irrevocably directed the
Trustee to apply funds then on deposit with the Trustee or held by it and
available to be used for the redemption of Notes to redeem all the Notes called
for redemption, such notice, at the election of the Company, may state that it
is conditional and subject to the receipt of the redemption moneys by the
Trustee on or before the date fixed for redemption and that such notice shall be
of no force and effect unless such moneys are so received on or before such
date.

     Section 3.03 PAYMENT OF NOTES ON REDEMPTION; DEPOSIT OF REDEMPTION PRICE.

          (a) If notice of redemption for any Notes shall have been given as
provided in Section 3.02 hereof and such notice shall not contain the language
permitted at the Company's option under Section 3.02(e) hereof, such Notes or
portions of Notes called for redemption shall become due and payable on the date
and at the places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption of such Notes.
Interest on the Notes or portions thereof so called for redemption shall cease
to accrue and such Notes or portions thereof shall be deemed not to be entitled
to any benefit under this Indenture except to receive payment of the redemption
price together with interest accrued thereon to the date fixed for redemption.
Upon presentation and surrender of such Notes at the place of payment specified
in such notice, such Notes or the specified portions thereof shall be paid and
redeemed at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption.

          (b) If notice of redemption shall have been given as provided in
Section 3.02 hereof and such notice shall contain the language permitted at the
Company's option under Section 3.02(e) hereof, such Notes or portions of Notes
called for redemption shall become due and payable on the date and at the places
stated in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption of such Notes, and interest on the
Notes or portions thereof so called for redemption shall cease to accrue and
such Notes or portions thereof shall be deemed not to be entitled to any benefit
under this Indenture except to receive payment of the redemption price together
with interest accrued thereon to the date fixed for redemption; PROVIDED that,
in each case, the Company shall have deposited with the Trustee or a paying
agent on or prior to 11:00 a.m. New York City time on such redemption date an
amount sufficient to pay the redemption price together with interest accrued to
the date fixed for


                                       20
<PAGE>

redemption. Upon the Company making such deposit and, upon presentation and
surrender of such Notes at such a place of payment in such notice specified,
such Notes or the specified portions thereof shall be paid and redeemed at the
applicable redemption price, together with interest accrued thereon to the date
fixed for redemption. If the Company shall not make such deposit on or prior to
the redemption date, the notice of redemption shall be of no force and effect
and the principal on such Notes or specified portions thereof shall continue to
bear interest as if the notice of redemption had not been given.

          (c) No notice of redemption of Notes shall be mailed during the
continuance of any Event of Default, except (1) that, when notice of redemption
of any Notes has been mailed, the Company shall redeem such Notes but only if
funds sufficient for that purpose have prior to the occurrence of such Event of
Default been deposited with the Trustee or a paying agent for such purpose, and
(2) that notices of redemption of all outstanding Notes may be given during the
continuance of an Event of Default.

          (d) Upon surrender of any Note redeemed in part only, the Company
shall execute, and the Trustee shall authenticate, deliver and register, a new
Note or Notes of authorized denominations in aggregate principal amount equal
to, and having the same terms, Original Issue Date or Dates and series as, the
unredeemed portion of the Note so surrendered.

                                   ARTICLE IV

                        SENIOR NOTE FIRST MORTGAGE BONDS

     Section 4.01 DELIVERY OF INITIAL SERIES OF SENIOR NOTE FIRST MORTGAGE
BONDS. Subject to the provisions of Section 4.11 and Article V hereof, the
Company hereby (a) delivers to the Trustee, (i) in connection with the issuance
of a series of Notes hereunder in an aggregate principal amount of $15,000,000,
Senior Note First Mortgage Bonds bearing the designation "First Mortgage Bonds,
Senior Notes Series AA-1" in the aggregate principal amount of $15,000,000, and
(ii) in connection with the issuance of a series of Notes hereunder in an
aggregate principal amount of $60,000,000, Senior Note First Mortgage Bonds
bearing the designation "First Mortgage Bonds, Senior Notes Series AA-2" in the
aggregate principal amount of $60,000,000, in each case, fully registered in the
name of the Trustee, in trust for the benefit of the Holders from time to time
of the Notes of such series issued under this Indenture as security for any and
all obligations of the Company under the Notes of such series, including, but
not limited to, (1) the full and prompt payment of the principal of and premium,
if any, on the Notes of such series when and as the same shall become due and
payable in accordance with the terms and provisions of this Indenture or the
Notes of such series, at the Maturity thereof, and (2) the full and prompt
payment of any interest on the Notes of such series when and as the same shall
become due and payable in accordance with the terms and provisions of this
Indenture or the Notes of such series and (b) delivers to the Trustee the
certificate of the Expert required by Section 4.06 hereof (if required).

     Section 4.02 RECEIPT. The Trustee acknowledges receipt of the Senior Note
First Mortgage Bonds described in Section 4.01 hereof.


                                       21
<PAGE>

     Section 4.03 SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE. The
Trustee shall, as the holder of Senior Note First Mortgage Bonds, attend such
meeting or meetings of bondholders under the First Mortgage or, at its option,
deliver its proxy in connection therewith, as relate to matters with respect to
which it is entitled to vote or consent. So long as no Event of Default
hereunder shall have occurred and be continuing, either at any such meeting or
meetings, or otherwise when the consent of the holders of the first mortgage
bonds outstanding under the First Mortgage is sought without a meeting, the
Trustee shall vote all Senior Note First Mortgage Bonds then held by it, or
consent with respect thereto, in accordance with instructions provided in a
certificate of the Company or the Mortgage Trustee, which instructions (a) shall
direct the Trustee to so vote or consent in proportion with the vote or consent
(as of 9:00 a.m. New York City time on the day of such vote or consent) of the
holders of all other first mortgage bonds outstanding under the First Mortgage,
the holders of which are eligible to vote or consent and (b) shall set forth
said proportions; PROVIDED, HOWEVER, that the Trustee shall not so vote in favor
of, or so consent to, any amendment or modification of the First Mortgage which,
if it were an amendment or modification of this Indenture, would REQUIRE THE
CONSENT of Holders, without THEIR PRIOR CONSENT, obtained in the manner
prescribed in Section 13.02, of Holders of Notes which would be required under
said Section 13.02 for such an amendment or modification of this Indenture.

     Section 4.04 NO TRANSFER OF SENIOR NOTE FIRST MORTGAGE BONDS; EXCEPTIONS.
Except (i) as required to effect an assignment to a successor trustee under this
Indenture, (ii) pursuant to Section 4.05 or Section 4.08 hereof, or (iii) in
compliance with a final order of a court of competent jurisdiction in connection
with any bankruptcy or reorganization proceeding of the Company, the Trustee
shall not sell, assign or transfer the Senior Note First Mortgage Bonds and the
Company shall issue stop transfer instructions to the Mortgage Trustee and any
transfer agent under the First Mortgage to effect compliance with this Section
4.04.

     Section 4.05 DELIVERY TO THE COMPANY OF ALL SENIOR NOTE FIRST MORTGAGE
BONDS. When the obligation of the Company to make payment with respect to the
principal of and premium, if any, and interest on all Senior Note First Mortgage
Bonds shall be satisfied or deemed satisfied pursuant to Section 4.11 or Section
5.01(b) hereof, the Trustee shall, upon written request of the Company and
receipt of the certificate of the Expert described in Section 4.06(b) hereof (if
such certificate is then required by Section 4.06(b) hereof), deliver to the
Company without charge therefor all of the Senior Note First Mortgage Bonds,
together with such appropriate instruments of transfer or release as may be
reasonably requested by the Company. All Senior Note First Mortgage Bonds
delivered to the Company in accordance with this Section 4.05 shall be delivered
by the Company to the Mortgage Trustee for cancellation.

     Section 4.06 FAIR VALUE CERTIFICATE.

          (a) If required by applicable law, upon the delivery by the Company to
the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or
Section 4.09 hereof, the Company shall simultaneously therewith deliver to the
Trustee a certificate of an Expert (1) stating that he or she is familiar with
the provisions of such Senior Note First Mortgage Bonds and of this Indenture;
(2) stating the principal amount of such Senior Note First Mortgage Bonds so
delivered, the stated interest rate (or method of calculation of interest) of
such Senior Note First Mortgage Bonds (if any) and the stated maturity date of
such Senior Note First Mortgage


                                       22
<PAGE>

Bonds; (3) identifying the Notes being issued contemporaneously therewith, and
(4) stating the fair value to the Company of such Senior Note First Mortgage
Bonds.

          If the fair value to the Company of the Senior Note First Mortgage
Bonds so delivered, as described in the certificate to be delivered pursuant to
this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of
the principal amount of the Notes outstanding at the date of delivery of such
Senior Note First Mortgage Bonds and (2) together with the fair value to the
Company, as described in the certificates to be delivered pursuant to this
Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the
Trustee since the commencement of the then current calendar year, is equal to or
exceeds 10% of the principal amount of the Notes outstanding at the date of
delivery of such Senior Note First Mortgage Bonds, then the certificate required
by this Section 4.06(a) shall (1) be delivered by an Expert who shall be
independent of the Company and (2), in addition to the certifications described
above, state the fair value to the Company of all Senior Note First Mortgage
Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the
commencement of the then current year as to which a certificate was not
delivered by an Expert independent of the Company.

          (b) If Senior Note First Mortgage Bonds are delivered or surrendered
to the Company pursuant to Section 4.05 or 4.08 hereof, the Company shall
simultaneously therewith deliver to the Trustee a certificate of an Expert (1)
stating that it is familiar with the provisions of such Senior Note First
Mortgage Bonds and of this Indenture, (2) stating the principal amount of such
Senior Note First Mortgage Bonds so delivered, the stated interest rate (or
method of calculation of interest) of such Senior Note First Mortgage Bonds (if
any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3)
if applicable, identifying the Notes, the payment of the interest on and
principal of which has been discharged hereunder, (4) stating that such delivery
and release will not impair the lien of this Indenture in contravention of the
provisions of this Indenture. If, prior to the Release Date, the fair value of
the Senior Note First Mortgage Bonds so delivered and released, as described in
the certificate to be delivered pursuant to this Section 4.06(b), both (l) is
equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the
outstanding Notes at the date of release of such Senior Note First Mortgage
Bonds and (2) together with the fair value, as described in the certificates to
be delivered pursuant to this Section 4.06(b), of all other Senior Note First
Mortgage Bonds released from the lien of this Indenture since the commencement
of the then current calendar year, is equal to or exceeds 10% of the principal
amount of the Notes outstanding at the date of release of such Senior Note First
Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be
delivered by an Expert who shall be independent of the Company.

     If, in connection with a delivery or release of outstanding Senior Note
First Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel
stating that the certificate described by this Section 4.06 is not required by
law, such certificate shall not be required to be delivered hereunder in
connection with such delivery or release.

     Section 4.07 FURTHER ASSURANCES. The Company, at its own expense, shall do
such further lawful acts and things, and execute and deliver such additional
conveyances, assignments, assurances, agreements, financing statements and
instruments, as may be necessary in order to better assign, assure and confirm
to the Trustee its interest in the Senior Note First Mortgage Bonds and for
maintaining, protecting and preserving such interest.


                                       23
<PAGE>

     Section 4.08 EXCHANGE AND SURRENDER OF SENIOR NOTE FIRST MORTGAGE BONDS. At
any time a Note shall cease to be entitled to any lien, benefit or security
under this Indenture pursuant to Section 5.01(b) hereof and the Company shall
have provided the Trustee with notice thereof, the Trustee shall surrender an
equal principal amount of the Related Series of Senior Note First Mortgage
Bonds, subject to the limitations of this Section 4.08, to the Company for
cancellation. The Trustee shall, together with such Senior Note First Mortgage
Bonds, deliver to the Company such appropriate instruments of transfer or
release as the Company may reasonably request. Prior to the surrender required
by this paragraph, the Trustee shall receive from the Company the following, and
(subject to Section 9.01 hereof) shall be fully protected in relying upon, an
Officers' Certificate stating (i) the aggregate outstanding principal amount of
the Senior Note First Mortgage Bonds of the series surrendered by the Trustee,
after giving effect to such surrender, (ii) the aggregate outstanding principal
amount of the Related Series of Notes and (iii) that the surrender of the Senior
Note First Mortgage Bonds will not result in any default under this Indenture.

     The Company shall not be permitted to cause the surrender or exchange of
all or any part of a series of Senior Note First Mortgage Bonds contemplated in
this Section, if, after such surrender or exchange, the aggregate outstanding
principal amount of the Related Series of Notes would exceed the aggregate
outstanding principal amount of such series of Senior Note First Mortgage Bonds
held by the Trustee. Any Senior Note First Mortgage Bonds received by the
Company pursuant to this Section 4.08 shall be delivered to the Mortgage Trustee
for cancellation. Notwithstanding anything herein to the contrary, until the
Release Date, the Company shall preserve and maintain the Lien of this
Indenture, and shall not permit, at any time prior to the Release Date, the
aggregate principal amount of Senior Note First Mortgage Bonds held by the
Trustee to be less than the aggregate amount of Notes Outstanding.

     Section 4.09 ACCEPTANCE OF ADDITIONAL SENIOR NOTE FIRST MORTGAGE BONDS.
Upon the issuance of a series of Notes hereunder (other than the initial two
series of Notes referred to in Section 4.01 hereof) at any time prior to the
Release Date, the Company shall deliver to the Trustee in trust for the benefit
of the Holders of the Notes as described in Section 4.11 hereof, and the Trustee
shall accept therefor, a Related Series of Senior Note First Mortgage Bonds
registered in the name of the Trustee conforming to the requirements of Section
4.10 hereof.

     Section 4.10 TERMS OF SENIOR NOTE FIRST MORTGAGE BONDS. Each series of
Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section
4.01 or Section 4.09 hereof shall have the same stated maturity date and shall
be in the same aggregate principal amount as, and have redemption provisions
corresponding to, the Related Series of Notes being issued; it being expressly
understood that such Senior Note First Mortgage Bonds may, but need not, bear
interest, any such interest to be payable on the same Interest Payment Dates as
the Related Series of Notes being issued.

     Section 4.11 SENIOR NOTE FIRST MORTGAGE BONDS AS SECURITY FOR NOTES. Until
the Release Date and subject to Article V hereof, Senior Note First Mortgage
Bonds delivered to the Trustee, for the benefit of the Holders of the Notes,
shall constitute part of the trust estate and security for any and all
obligations of the Company under the Notes, including, but not limited to (1)
the full and prompt payment of the principal of and premium, if any, on such
Notes when and as the same shall become due and payable in accordance with the
terms and provisions of this


                                       24
<PAGE>

Indenture or the Notes, either at the stated maturity thereof, upon acceleration
of the maturity thereof or upon redemption, and (2) the full and prompt payment
of any interest on such Notes when and as the same shall become due and payable
in accordance with the terms and provisions of this Indenture or the Notes.

     Notwithstanding anything in this Indenture to the contrary, from and after
the Release Date, the obligation of the Company to make payment with respect to
the principal of and premium, if any, and interest on the Senior Note First
Mortgage Bonds shall be deemed satisfied and discharged as provided in the
supplemental indenture or indentures to the First Mortgage creating such Senior
Note First Mortgage Bonds and the Senior Note First Mortgage Bonds shall cease
to secure in any manner Notes theretofore or subsequently issued. From and after
the Release Date, any conditions to the issuance of Notes that refer or relate
to Senior Note First Mortgage Bonds or the First Mortgage shall be inapplicable.
Following the Release Date, the Company shall cause the First Mortgage to be
discharged and the Company shall not issue any additional First Mortgage Bonds
or Senior Note First Mortgage Bonds under the First Mortgage. The Company shall
notify the Trustee promptly of the occurrence of the Release Date. Notice of the
occurrence of the Release Date shall be given by the Trustee to the Holders of
the Notes in the manner provided in Section 15.10 hereof not later than 30 days
after the Release Date.

                                    ARTICLE V

                  SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

     Section 5.01 SATISFACTION AND DISCHARGE.

          (a) If at any time:

               (1) the Company shall have paid or caused to be paid the
     principal of and premium, if any, and interest on all the outstanding
     Notes, as and when the same shall have become due and payable,

               (2) the Company shall have delivered to the Trustee for
     cancellation all outstanding Notes, or

               (3) the Company shall have irrevocably deposited or caused to be
     irrevocably deposited with the Trustee as trust funds the entire amount in
     (A) cash, (B) U.S. Government Obligations maturing as to principal and
     interest in such amounts and at such times as will insure the availability
     of cash, or (C) a combination of cash and U.S. Government Obligations, in
     any case sufficient, without reinvestment, as certified by an independent
     public accounting firm of national reputation in a written certification
     delivered to the Trustee, to pay at maturity or the applicable redemption
     date (provided that notice of redemption shall have been duly given or
     irrevocable provision satisfactory to the Trustee shall have been duly made
     for the giving of any notice of redemption) all outstanding Notes,
     including principal and any premium and interest due or to become due to
     such date of maturity, as the case may be and, unless all outstanding Notes
     are to be due within 90 days of such deposit by redemption or otherwise,
     shall also deliver to the Trustee an opinion of counsel expert in federal
     income tax matters to the effect that


                                       25
<PAGE>

     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or similar pronouncement by the Internal Revenue
     Service or that there has been a change of law (collectively, an "External
     Tax Pronouncement"), in either case to the effect that the Holders of the
     Notes will not recognize income, gain or loss for federal income tax
     purposes as a result of such defeasance or discharge of the Indenture and
     will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case absent such
     defeasance or discharge of this Indenture,

and if, in any such case, (x) the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company and (y) the Company has delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel each stating that
all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with, then this Indenture shall
cease to be of further effect (except as to (i) rights of registration of
transfer and exchange of Notes, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof, and any premium and interest thereon, upon the original
stated due dates therefor or upon the applicable redemption date (but not upon
acceleration of maturity) from the moneys and U.S. Government Obligations held
by the Trustee pursuant to Section 5.02 hereof, (iv) the rights and immunities
of the Trustee hereunder, (v) the rights of the Holders of Notes as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them, (vi) the obligations of the Company under
Sections 6.02 and 6.03 hereof, (vii) the obligations and rights of the Trustee
and the Company under Section 5.04 hereof, and (viii) the duties of the Trustee
with respect to any of the foregoing), and the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and its obligations
under, the Notes, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging such
satisfaction of and discharging this Indenture and the Trustee shall at the
request of the Company return to the Company all Senior Note First Mortgage
Bonds and all other property and money held by it under this Indenture and
determined by it from time to time in accordance with the certification pursuant
to this Section 5.01(a)(3) to be in excess of the amount required to be held
under this Section.

     If the Notes are deemed to be paid and discharged pursuant to Section
5.01(a)(3) hereof, within 15 days after those Notes are so deemed to be paid and
discharged, the Trustee shall cause a written notice to be given to each Holder
in the manner provided by Section 15.10 hereof. The notice shall:

          (i) state that the Notes are deemed to be paid and discharged;

          (ii) set forth a description of any U.S. Government Obligations and
cash held by the Trustee as described above;

          (iii) if any Notes will be called for redemption, specify the date or
dates on which those Notes are to be called for redemption.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.06 hereof shall
survive.


                                       26
<PAGE>

     If the Notes are deemed paid and discharged pursuant to this Section 5.01,
the obligation of the Company to make payment with respect to the principal of
and premium, if any, and interest on the Senior Note First Mortgage Bonds shall
be satisfied and discharged and the Senior Note First Mortgage Bonds shall cease
to secure the Notes in any manner.

          (b) If the Company shall have paid or caused to be paid the principal
of and premium, if any, and interest on any Note, as and when the same shall
have become due and payable or the Company shall have delivered to the Trustee
for cancellation any outstanding Note, such Note shall cease to be entitled to
any lien, benefit or security under this Indenture. Upon a Note of any series
ceasing to be entitled to any lien, benefit or security under this Indenture,
the obligation of the Company to make payment with respect to principal of and
premium, if any, and interest on a principal amount of the Related Series of
Senior Note First Mortgage Bonds equal to the principal amount of such Note
shall be satisfied and discharged and such portion of the principal amount of
such Senior Note First Mortgage Bonds shall cease to secure the Notes in any
manner.

     Section 5.02 DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. Subject to
Section 5.04, all moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 5.01 hereof, shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including the
Company if acting as its own paying agent), to the Holders of the particular
Notes for the payment or redemption of which such moneys and U.S. Government
Obligations have been deposited with the Trustee of all sums due and to become
due thereon for principal and premium, if any, and interest.

     Section 5.03 PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and
discharge of this Indenture all moneys then held by any paying agent for the
Notes (other than the Trustee) shall, upon written demand by the Company, be
repaid to the Company or paid to the Trustee, and thereupon such paying agent
shall be released from all further obligations with respect to such moneys.

     Section 5.04 RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid
to the Trustee for payment of the principal of or any premium or interest on any
Notes and not applied but remaining unclaimed by the Holders of such Notes for
two years after the date upon which the principal of or any premium or interest
on such Notes, as the case may be, shall have become due and payable, shall be
repaid to the Company, subject to applicable abandoned property laws, by the
Trustee on written demand by the Company; and any Holder of any of such Notes
shall thereafter look only to the Company for any payment which such Holder may
be entitled to collect.

                                   ARTICLE VI

                       PARTICULAR COVENANTS OF THE COMPANY

     Section 6.01 PAYMENT OF PRINCIPAL AND INTEREST. The Company covenants and
agrees for the benefit of the Holders of the Notes that it will duly and
punctually pay or cause to be paid the principal of and any premium and
interest, if any, on, each of the Notes at the places, at the respective times
and in the manner provided in such Notes or in this Indenture.


                                       27
<PAGE>

     Section 6.02 OFFICES FOR PAYMENTS, ETC. So long as any Notes are
outstanding hereunder, the Company will maintain in the Borough of Manhattan,
The City of New York, State of New York or St. Louis, Missouri an office or
agency where the Notes may be presented for payment, for exchange as in this
Indenture provided and for registration of transfer as in this Indenture
provided.

     The Company will maintain in the Borough of Manhattan, The City of New
York, State of New York or St. Louis, Missouri an office or agency where notices
and demands to or upon the Company in respect of the Notes or this Indenture may
be served.

     The Company will give to the Trustee prompt written notice of the location
of each such office or agency and of any change of location thereof. In case the
Company shall fail to maintain any office or agency required by this Section to
be located in the Borough of Manhattan, The City of New York, State of New York
or St. Louis, Missouri or shall fail to give such notice of the location or of
any change in the location of any of the above offices or agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee, and, in such event, the Trustee shall act as the
Company's agent to receive all such presentations, surrenders, notices and
demands.

     The Company may from time to time designate one or more additional offices
or agencies where the Notes may be presented for payment, for exchange as in
this Indenture provided and for registration of transfer as in this Indenture
provided, and the Company may from time to time rescind any such designation;
PROVIDED, HOWEVER, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain any office or agency provided
for in this Section. The Company will give to the Trustee prompt written notice
of any such designation or rescission thereof and of any change in the location
of any such other office or agency.

     Section 6.03 APPOINTMENT TO FILL A 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 9.11, a Trustee, so that there
shall at all times be a Trustee hereunder.

     Section 6.04 PROVISION AS TO PAYING AGENT. The Trustee shall be the paying
agent for the Notes and, at the option of the Company, the Company may appoint
additional paying agents (including without limitation itself). Whenever the
Company shall appoint a paying agent other than the Trustee with respect to the
Notes, it will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:

               (1) that such paying agent will hold all sums received by it as
     such agent for the payment of the principal of or interest, if any, on the
     Notes (whether such sums have been paid to it by the Company or by any
     other obligor on the Notes) in trust for the benefit of the Holders of the
     Notes, or of the Trustee until such sums shall be paid to such Holders or
     otherwise disposed of as herein provided;


                                       28
<PAGE>

               (2) that such paying agent will give the Trustee notice of any
     failure by the Company (or by any other obligor on Notes) to make any
     payment of the principal of, premium if any, or interest on the Notes when
     the same shall be due and payable; and

               (3) that such paying agent will at any time during the
     continuance of any such failure, upon the written request of the Trustee,
     forthwith pay to the Trustee all sums so held in trust by such paying
     agent.

     The Company will, on or prior to each due date of the principal of and any
premium, if any, or interest on the Notes, deposit with the paying agent a sum
sufficient to pay such principal and any premium or interest so becoming due,
such sum to be held in trust for the benefit of the Holders of the Notes
entitled to such principal of and any premium or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action.

     If the Company shall act as its own paying agent with respect to the Notes,
it will, on or before each due date of the principal of (and premium, if any) or
interest, if any, on the Notes, set aside, segregate and hold in trust for the
benefit of the Holders of the Notes, a sum sufficient to pay such principal (and
premium, if any) or interest, if any, so becoming due until such sums shall be
paid to such Holders or otherwise disposed of as herein provided. The Company
will promptly notify the Trustee of any failure to take such action.

     The Company may at any time pay or cause to be paid to the Trustee all sums
held in trust by it or any paying agent hereunder, as required by this Section,
such sums to be held by the Trustee upon the trusts herein contained, 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.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this section is subject to the provisions of
Sections 5.03 and 5.04.

     Section 6.05 OPINIONS OF COUNSEL. The Company will cause this Indenture,
any indentures supplemental to this Indenture, and any financing or continuation
statements to be promptly recorded and filed and rerecorded and refiled in such
a manner and in such places, as may be required by law in order fully to
preserve, protect and perfect the security of the Noteholders and all rights of
the Trustee, and shall deliver to the Trustee:

          (a) promptly after the execution and delivery of this Indenture and of
any indenture supplemental to this Indenture but prior to the Release Date, an
Opinion of Counsel either stating that, in the opinion of such counsel, this
Indenture or such supplemental indenture and any financing or continuation
statements have been properly recorded and filed so as to make effective and to
perfect the interest of the Trustee intended to be created by this Indenture for
the benefit of the Holders from time to time of the Notes in the Senior Note
First Mortgage Bonds, and reciting the details of such action, or stating that,
in the opinion of such counsel, no such action is necessary to perfect or make
such interest effective and stating what, if any, action of the foregoing
character may reasonably be expected to become necessary prior to the next
succeeding December 1 to maintain, perfect and make such interest effective; and


                                       29
<PAGE>

          (b) on or before December 1 of each year, commencing December 1, 1999,
and prior to the Release Date, an Opinion of Counsel either stating that in the
opinion of such counsel such action has been taken, since the date of the most
recent Opinion of Counsel furnished pursuant to this Section 6.05(b) or the
first Opinion of Counsel furnished pursuant to Section 6.05(a) hereof, with
respect to the recording, filing, rerecording, or refiling of this Indenture,
each supplemental indenture and any financing or continuation statements, as is
necessary to maintain and perfect the interest of the Trustee intended to be
created by this Indenture for the benefit of the Holders from time to time of
the Notes in the Senior Note First Mortgage Bonds, and reciting the details of
such action, or stating that in the opinion of such counsel no such action is
necessary to maintain and perfect such interest and stating what, if any, action
of the foregoing character may reasonably be expected to become necessary prior
to the next succeeding December 1 to maintain, perfect and make such security
interest effective.

     Section 6.06 CERTIFICATES AND NOTICE TO TRUSTEE. The Company shall, on or
before December 1 of each year, commencing December 1, 1999, deliver to the
Trustee a certificate from its principal executive officer, principal financial
officer or principal accounting officer covering the preceding calendar year and
stating whether or not, to the knowledge of such Person, the Company has
complied with all conditions and covenants under this Indenture, and, if not,
describing in reasonable detail any failure by the Company to comply with any
such conditions or covenants. For purposes of this Section, compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture. Upon the occurrence of a default (as defined in
the First Mortgage) prior to the Release Date, the Company shall promptly notify
the Trustee of such event.

     Section 6.07 RESTRICTIONS ON LIENS.

          (a) So long as any Notes are outstanding, the Company will not issue,
assume, guarantee or permit to exist after the Release Date any Debt secured by
any Lien on any Operating Property of the Company, whether owned at the date of
this Indenture or thereafter acquired, without in any such case effectively
securing the outstanding Notes (together with, if the Company shall so
determine, any other Debt of or guaranteed by the Company ranking equally with
the Notes) equally and ratably with such Debt (but only so long as such Debt is
so secured); PROVIDED, HOWEVER, that the foregoing restriction shall not apply
to Debt secured by any of the following:

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

          (ii) Liens on operating property of a corporation existing at the time
such corporation is merged into or consolidated with the Company, or at the time
of a sale, lease, or other disposition of the properties of such corporation or
a division thereof as an entirety or substantially as an entirety to the
Company;

          (iii) Liens on Operating Property to secure all or part of the cost of
acquiring, constructing, developing, or substantially repairing, altering, or
improving such property, or to secure any Debt incurred to provide funds for any
such purpose or for reimbursement of funds


                                       30
<PAGE>

previously expended for any such purpose, provided such Liens are created or
assumed contemporaneously with, or within eighteen (18) months after, such
acquisition or the completion of construction, development, or substantial
repair, alteration or improvement;

          (iv) Liens in favor of any State, or any department, agency, or
instrumentality or political subdivision of any State, or for the benefit of
holders of securities issued by any such entity (or providers of credit
enhancement with respect to such securities), to secure any Debt (including,
without limitation, obligations of the Company with respect to industrial
development, pollution control or similar revenue bonds) incurred for the
purpose of financing all or any part of the purchase price or the cost of
constructing, developing, or substantially repairing, altering, or improving
Operating Property of the Company;

          (v) any extension, renewal or replacement (or successive extensions,
renewals, or replacements), in whole or in part, of any Lien referred to in the
foregoing clauses (i) to (iv), inclusive; PROVIDED, HOWEVER, that the principal
amount of Debt secured thereby and not otherwise authorized by said clauses (i)
to (iv), inclusive, shall not exceed the principal amount of Debt, plus any
premium or fee payable in connection with any such extension, renewal, or
replacement, so secured at the time of such extension, renewal, or replacement.

          (b) Notwithstanding the provisions of Section 6.07(a), the Company may
issue, assume, or guarantee Debt, or permit to exist after the Release Date any
Debt, in each case, secured by Liens that would otherwise be subject to the
restrictions of Section 6.07(a) up to an aggregate principal amount that,
together with the principal amount of all other Debt of the Company secured by
Liens (other than Liens permitted by Section 6.07(a) that would otherwise be
subject to any of the foregoing restrictions) and the Value of all Sale and
Lease-Back Transactions in existence at such time (other than any Sale and
Lease-Back Transaction that, if such Sale and Lease-Back Transaction had been a
Lien, would have been permitted by Section 6.07(a), other than Sale and
Lease-Back Transactions permitted by Section 6.08 hereof because the commitment
by or on behalf of the purchaser was obtained no later than eighteen (18) months
after the later of events described in (i) or (ii) of Section 6.08 hereof, and
other than Sale and Lease-Back Transactions as to which application of amounts
have been made in accordance with clause (z) of Section 6.08 hereof), does not
at the time exceed fifteen percent (15%) of Capitalization.

          (c) If the Company shall issue, assume, or guarantee any Debt secured
by any Lien and if Section 6.07(a) requires that the outstanding Notes be
secured equally and ratably with such Debt, the Company will promptly execute,
at its expense, any instruments necessary to so equally and ratably secure the
outstanding Notes and deliver the same to the Trustee along with:

          (i) An Officers' Certificate stating that the covenant of the Company
contained in Section 6.07(a) has been complied with; and

          (ii) An Opinion of Counsel to the effect that the Company has complied
with the covenant contained in Section 6.07(a), and that any instruments
executed by the Company in the performance of such covenant comply with the
requirements of such covenant.


                                       31
<PAGE>

     In the event that the Company shall hereafter secure outstanding Notes
equally and ratably with any other obligation or indebtedness pursuant to the
provisions of this Section 6.07, the Company will enter into an indenture or
agreement supplemental hereto and take such other action to enable the Trustee
to enforce effectively the rights of the Holders of outstanding Notes so
secured, equally and ratably with such other obligation or indebtedness.

     Section 6.08 RESTRICTIONS ON SALE AND LEASE-BACK TRANSACTIONS. So long as
any Notes are outstanding, the Company will not enter into or permit to exist
after the Release Date any Sale and Lease-Back Transaction with respect to any
Operating Property (except for transactions involving leases for a term,
including renewals, of not more than 48 months) if the commitment by or on
behalf of the purchaser is obtained more than eighteen (18) months after the
later of (i) the completion of the acquisition, construction, or development of
such Operating Property and (ii) the placing in operation of such Operating
Property or of such Operating Property as constructed, developed, or
substantially repaired, altered, or improved, unless (x) the Company would be
entitled pursuant to Section 6.07(a) to issue, assume, guarantee or permit to
exist Debt secured by a Lien on such Operating Property without equally and
ratably securing the Notes, (y) the Company would be entitled pursuant to
Section 6.07(b), after giving effect to such Sale and Lease-Back Transaction, to
incur $1.00 of additional Debt secured by Liens (other than Liens permitted by
Section 6.07(a)) or (z) the Company shall apply or cause to be applied, in the
case of a sale or transfer for cash, an amount equal to the net proceeds thereof
(but not in excess of the net book value of such Operating Property at the date
of such sale or transfer) and, in the case of a sale or transfer otherwise than
for cash, an amount equal to the fair value (as determined by the Board of
Directors) of the Operating Property so leased, to the retirement, within one
hundred eighty (180) days after the effective date of such Sale and Lease-Back
Transaction, of Notes (in accordance with their terms) or other Debt of the
Company ranking senior to, or equally with, the Notes; PROVIDED, HOWEVER, that
the amount to be applied to such retirement of Debt shall be reduced by an
amount equal to the principal amount, plus any premium or fee paid in connection
with any redemption in accordance with the terms of Debt voluntarily retired by
the Company within such one hundred eighty (180) day period, excluding
retirement pursuant to mandatory sinking fund or prepayment provisions and
payments at maturity.

     Section 6.09 CORPORATE EXISTENCE. Subject to the rights of the Company
under Article XII, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence and the
rights (charter and statutory) and franchises of the Company; PROVIDED, HOWEVER,
that the Company shall not be required to preserve any such right or franchise
if, in the judgment of the Company, the preservation thereof is no longer
desirable in the conduct of the business of the Company.


                                       32
<PAGE>

                                   ARTICLE VII

                         NOTEHOLDER LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

     Section 7.01 COMPANY TO FURNISH NOTEHOLDER LISTS. The Company and any other
obligor on the Notes shall furnish or cause to be furnished to the Trustee a
list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Notes:

          (a) semi-annually and not more than 15 days after each Regular Record
Date for each Interest Payment Date that is not a Maturity date, as of such
Regular Record Date, and such list need not include information received after
such date; and

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

PROVIDED that if and so long as the Trustee shall be the registrar for the
Notes, such list shall not be required to be furnished.

     Section 7.02 PRESERVATION AND DISCLOSURE OF NOTEHOLDER LISTS.

          (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of the
Notes (i) contained in the most recent lists furnished to it as provided in
Section 7.01, (ii) received by it in the capacity of registrar for the Notes, if
so acting, and (iii) filed with it within the two preceding years pursuant to
Section 7.04(d)(2). The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished.

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

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

          (ii) inform such applicants as to the approximate number of Holders
whose names and addresses appear in the information preserved at the time by the
Trustee, in accordance with the provisions of such subsection (a) and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.


                                       33
<PAGE>

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

          (c) Each and every Holder of a Note, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Notes in accordance with the provisions of subsection (b) of
this Section, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under such subsection (b).

     Section 7.03 REPORTS BY THE COMPANY. The Company shall:

          (a) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents
or reports pursuant to either of said Sections, then it will file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934 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) file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations. Filing of such information, documents and
reports with the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information


                                       34
<PAGE>

contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates); and

          (c) transmit by mail to all Holders of Notes, within 30 days after the
filing thereof with the Trustee in the manner and to the extent provided in
Section 7.04(d), such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission.

     Section 7.04 REPORTS BY THE TRUSTEE.

          (a) Annually, not later than August 15 of each year, the Trustee shall
transmit by mail a brief report dated as of such date that complies with Section
313(a) of the TIA (to the extent required by such Section).

          (b) The Trustee shall from time to time transmit by mail brief reports
that comply, both in content and date of delivery, with Section 313(b) of the
TIA (to the extent required by such Section).

          (c) A copy of each such report filed pursuant to this section shall,
at the time of such transmission to such Holders, be filed by the Trustee with
each stock exchange upon which any Notes are listed and also with the
Commission. The Company will notify the Trustee promptly in writing upon the
listing of such Notes on any stock exchange or any delisting thereof.

          (d) Reports pursuant to this Section shall be transmitted

               (1) by mail to all Holders of Notes, as their names and addresses
     appear in the register for the Notes;

               (2) by mail to such Holders of Notes as have, within the two
     years preceding such transmission, filed their names and addresses with the
     Trustee for such purpose;

               (3) by mail, except in the case of reports pursuant to Section
     7.04(b) and (c) hereof, to all Holders of Notes whose names and addresses
     have been furnished to or received by the Trustee pursuant to Section 7.01
     and 7.02(a)(ii) hereof; and

               (4) at the time such report is transmitted to the Holders of the
     Notes, to each exchange on which Notes are listed and also with the
     Commission.


                                       35
<PAGE>

                                  ARTICLE VIII

                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                              ON EVENTS OF DEFAULT

     Section 8.01 EVENTS OF DEFAULT.

          (a) If one or more of the following Events of Default shall have
occurred and be continuing:

               (1) default in the payment of any installment of interest upon
     any of the Notes as and when the same shall become due and payable, and
     continuance of such default for a period of sixty (60) days;

               (2) default in the payment of the principal of or any premium on
     any of the Notes as and when the same shall become due and payable;

               (3) failure on the part of the Company duly to observe or perform
     any other of the covenants or agreements on the part of the Company
     contained in the Notes or in this Indenture for a period of ninety (90)
     days after the date on which written notice specifying such failure,
     stating that such notice is a "Notice of Default" hereunder and demanding
     that the Company remedy the same, shall have been given to the Company by
     the Trustee by registered mail, or to the Company and the Trustee by the
     Holders of not less than 33% in aggregate principal amount of the Notes at
     the time outstanding;

               (4) prior to the Release Date, a default (as defined in the First
     Mortgage) has occurred and is continuing; PROVIDED, HOWEVER, that anything
     in this Indenture to the contrary notwithstanding, the waiver or cure of
     such default under the First Mortgage and the rescission and annulment of
     the consequences thereof under the First Mortgage shall constitute a waiver
     of the corresponding Event of Default hereunder and a rescission and
     annulment of the consequences thereof hereunder.

               (5) a court having jurisdiction in the premises shall enter a
     decree or order for relief in respect of the Company in an involuntary case
     under any applicable bankruptcy, insolvency or other similar law now or
     hereafter in effect, adjudging the Company a bankrupt or insolvent, or
     approving as properly filed a petition seeking reorganization, arrangement,
     adjustment or composition of or in respect of the Company under any
     applicable law, or appointing a receiver, liquidator, assignee, custodian,
     trustee or sequestrator (or similar official) of the Company or for any
     substantial part of the property of the Company, or ordering the winding up
     or liquidation of the affairs of the Company, and such decree or order
     shall remain unstayed and in effect for a period of sixty (60) consecutive
     days; or

               (6) the Company shall commence a voluntary case or proceeding
     under any applicable bankruptcy, insolvency, reorganization or other
     similar law now or hereafter in effect or any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or consent to the entry of a decree
     or order for relief in an involuntary case under any such law, or to the
     commencement of any bankruptcy or insolvency case or


                                       36
<PAGE>

     proceeding against it, or the filing by it of a petition or answer or
     consent seeking reorganization or relief under any applicable law, or
     consent to the filing of such petition or to the appointment or taking
     possession by a receiver, liquidator, assignee, custodian, trustee or
     sequestrator (or similar official) of the Company or for any substantial
     part of the property of the Company, or make any general assignment for the
     benefit of creditors, or the notice by it in writing of its inability to
     pay its debts generally as they become due, or the taking of any corporate
     action by the Company in furtherance of any such action;

then, unless the principal of and interest on all of the Notes shall have
already become due and payable, either the Trustee or the Holders of a majority
in aggregate principal amount of the Notes then outstanding, by notice in
writing to the Company (and to the Trustee if given by such Holders), may
declare the principal of and interest on all the Notes to be due and payable
immediately and upon any such declaration the same shall become immediately due
and payable, anything in this Indenture or in the Notes contained to the
contrary notwithstanding and, upon the Notes being declared to be due and
payable, the Trustee shall immediately file with the Mortgage Trustee a written
demand for redemption of all Senior Note First Mortgage Bonds to the extent
provided in the applicable provisions of the supplemental indentures to the
First Mortgage.

     The foregoing paragraph, however, is subject to the condition that if, at
any time after the principal of and interest on the Notes 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, and
prior to the acceleration of all of the First Mortgage Bonds issued and
outstanding under the First Mortgage, the Company shall pay or shall deposit
with the Trustee a sum sufficient to pay all matured installments of interest
upon all of the Notes and the principal of and any premium on any and all Notes
which shall have become due otherwise than by acceleration (with interest on
overdue installments of interest, to the extent that payment of such interest is
enforceable under applicable law, and on such principal and applicable premium
at the rate borne by the Notes to the date of such payment or deposit) and all
sums paid or advanced by the Trustee hereunder, the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 9.06 hereof, and any and all
defaults under this Indenture, other than the non-payment of principal of and
accrued interest on Notes which shall have become due solely by acceleration of
maturity, shall have been cured or waived (including any defaults under the
First Mortgage, as evidenced by notice thereof from the Mortgage Trustee to the
Trustee), then and in every such case such payment or deposit shall cause an
automatic waiver of the Event of Default and its consequences (including, if
given, the written demand for redemption of all Senior Note First Mortgage
Bonds) and shall cause an automatic rescission and annulment of the acceleration
of the Notes; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair any right consequent
thereon.

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


                                       37
<PAGE>

     Section 8.02 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT.

          (a) The Company covenants that if an Event of Default described in
clause (a)(1) or (a)(2) of Section 8.01 hereof shall have occurred and be
continuing, then, upon demand of the Trustee, the Company shall pay to the
Trustee, for the benefit of the Holders of the Notes, the whole amount that then
shall have so become due and payable on all such Notes for principal or
interest, as the case may be, with interest upon the overdue principal and any
premium and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of interest at the rate borne by
the Notes; and, in addition thereto, such further amounts as shall be sufficient
to cover the costs and expenses of collection, including reasonable compensation
to the Trustee, its agents, attorneys and counsel, any expenses or liabilities
incurred by the Trustee hereunder other than through its negligence or bad
faith. Until such demand is made by the Trustee, the Company may pay the
principal of and interest on the Notes to the Holders, whether or not the Notes
be overdue.

          (b) In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, including, prior
to the Release Date, to exercise any rights to that end it may have as a holder
of Senior Note First Mortgage Bonds, and may enforce any such judgment or final
decree against the Company or any other obligor on the Notes and collect in the
manner provided by law out of the property of the Company or any other obligor
on such series of Notes wherever situated, the moneys adjudged or decreed to be
payable.

          (c) In case there shall be pending proceedings relative to the Company
or any other obligor upon the Notes under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company or its property or such other obligor, or in
case of any other comparable judicial proceedings relative to the Company or
such other obligor, or to the creditors or property of the Company or such other
obligor, the Trustee, irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

               (1) to file and prove a claim or claims for the whole amount of
     the principal and interest owing and unpaid in respect of the Notes, and to
     file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Trustee (including, prior to the Release
     Date, any claims of the Trustee as holder of Senior Note First Mortgage
     Bonds and including any amounts due to the Trustee under Section 9.06
     hereof) and of the Noteholders allowed in any judicial proceedings relative
     to the Company or such other obligor, or to the creditors or property of
     the Company or such other obligor; and

               (2) to collect and receive any moneys or other property payable
     or deliverable on any such claims, and to distribute all amounts received
     with respect to the


                                       38
<PAGE>

     claims of the Noteholders and of the Trustee on their behalf; and any
     trustee, receiver, liquidator, custodian or other similar official is
     hereby authorized by each of the Noteholders to make payments to the
     Trustee, and, in the event that the Trustee shall consent to the making of
     the payments directly to the Noteholders, to pay to Trustee such amounts
     due pursuant to Section 9.06 hereof.

          (d) Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or vote for or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes of any series or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding except to vote for the election of a trustee in bankruptcy or similar
person.

          (e) All rights of action and of asserting claims under this Indenture,
or under any of the Notes may be prosecuted and enforced by the Trustee without
the possession of any of the Notes or the production thereof at any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee and its agents,
attorneys and counsel, shall be for the ratable benefit of the Holders of the
Notes in respect of which such action was taken.

          (f) In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party), the Trustee shall be held to represent all
the Holders of the Notes in respect to which action was taken, and it shall not
be necessary to make any Holders of such Notes parties to any such proceedings.

     Section 8.03 APPLICATION OF PROCEEDS. Any moneys collected by the Trustee
with respect to any of the Notes pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the several Notes, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid.

     FIRST: To the payment of all amounts due to the Trustee pursuant to Section
9.06 hereof;

     SECOND: In case the principal of the outstanding Notes in respect of which
such moneys have been collected shall not have become due and be unpaid, to the
payment of interest on the Notes, in the order of the maturity of the
installments of such interest, with interest (to the extent allowed by law) upon
the overdue installments of interest at the rate borne by the Notes, such
payments to be made ratably to the persons entitled thereto, and then to the
payment to the Holders entitled thereto of the unpaid principal of and
applicable premium on any of the Notes which shall have become due (other than
Notes previously called for redemption for the payment of which moneys are held
pursuant to the provisions of this Indenture), whether at stated maturity or by
redemption, in the order of their due dates, beginning with the earliest due
date, and if the amount available is not sufficient to pay in full all Notes due
on any particular date, then to the payment thereof ratably, according to the
amounts of principal and applicable


                                       39
<PAGE>

premium due on that date, to the Holders entitled thereto, without any
discrimination or privilege;

     THIRD: In case the principal of the outstanding Notes in respect of which
such moneys have been collected shall have become due, by declaration or
otherwise, to the payment of the whole amount then owing and unpaid upon the
Notes for principal and any premium and interest thereon, with interest on the
overdue principal and any premium and (to the extent allowed by law) upon
overdue installments of interest at the rate borne by the Notes; and in case
such moneys shall be insufficient to pay in full the whole amount so due and
unpaid upon the Notes, then to the payment of such principal and any premium and
interest without preference or priority of principal and any premium over
interest, or of interest over principal and any premium or of any installment of
interest over any other installment of interest, or of any Note over any other
Note, ratably to the aggregate of such principal and any premium and accrued and
unpaid interest; and

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

     Section 8.04 LIMITATIONS ON SUITS BY NOTEHOLDERS.

          (a) No Holder of any Note shall have any right by virtue of or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of an Event of Default with respect to such Note and of the continuance
thereof, as hereinabove provided, and unless also Noteholders of a majority in
aggregate principal amount of the Notes then outstanding affected by such Event
of Default shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being expressly covenanted by
the taker and Holder of every Note with every other taker and Holder and the
Trustee, that no one or more Holders of Notes shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holder of Notes, 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 Notes. For the
protection and enforcement of the provisions of this Section, each and every
Noteholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

          (b) Notwithstanding any other provision in this Indenture, however,
the rights of any Holder of any Note to receive payment of the principal of and
any premium and interest on such Note, on or after the respective due dates
expressed in such Note or on the applicable redemption date, or to institute
suit for the enforcement of any such payment on or after such


                                       40
<PAGE>

respective dates are absolute and unconditional, and shall not be impaired or
affected without the consent of such Holder.

     Section 8.05 SUITS FOR ENFORCEMENT. In case an Event of Default has
occurred, has not been waived and is continuing, hereunder the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture, including, prior to the Release Date, its rights as holder of the
Senior Note First Mortgage Bonds, by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any of such rights,
either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted to it
under this Indenture, or to enforce any other legal or equitable right vested in
the Trustee by this Indenture or by law.

     Section 8.06 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER
OF DEFAULT. No right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Notes is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Holder of Notes 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 Event of Default or an acquiescence therein; and, subject to
Section 8.04, every right and power given by this Indenture or by law to the
Trustee or to the Holders of Notes may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders of Notes,
as the case may be.

     Section 8.07 DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF
NOTEHOLDERS.

          (a) The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding shall have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee; PROVIDED, that such
direction shall not be otherwise than in accordance with law and the provisions
of this Indenture; and PROVIDED FURTHER that (subject to Section 9.01 hereof)
the Trustee shall have the right to decline to follow any such direction if the
Trustee being advised by counsel determines that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board
of directors or trustees, executive committee, or a trust committee of directors
or trustees or responsible officers shall determine that the action or
proceeding so directed would involve the Trustee in personal liability. Nothing
in this Indenture shall impair the right of the Trustee in its discretion to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction or directions by Noteholders.

          (b) The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may on behalf of all of the Holders of the Notes
waive any past default or Event


                                       41
<PAGE>

of Default hereunder and its consequences except a default in the payment of
principal of or any premium or interest on the Notes. Upon any such waiver the
Company, the Trustee and the Holders of the Notes shall be restored to their
former positions and rights hereunder, respectively, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon. Upon any such waiver, such default shall cease to
exist and be deemed to have been cured and not to be continuing, and any Event
of Default arising therefrom shall be deemed to have been cured and not to be
continuing, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon.

     Section 8.08 NOTICE OF DEFAULT. The Trustee shall, within 90 days after the
occurrence of a default with respect to the Notes, give to all Holders of the
Notes, in the manner provided in Section 15.10, notice of such default actually
known to the Trustee, unless such default shall have been cured or waived before
the giving of such notice, the term "default" for the purpose of this Section
8.08 being hereby defined to be any event which is or after notice or lapse of
time or both would become an Event of Default; PROVIDED that, except in the case
of default in the payment of the principal of or any premium or interest on any
of the Notes, or in the payment of any sinking or purchase fund installments,
the Trustee shall be protected in withholding such notice if and so long as its
board of directors or trustees, executive committee, or a trust committee of
directors or trustees or responsible officers in good faith determines that the
withholding of such notice is in the interests of the Holders of the Notes.

     Section 8.09 UNDERTAKING TO PAY COSTS. All parties to this Indenture agree,
and each Holder of any Note by acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but this Section 8.09 shall not apply to any suit
instituted by the Trustee, or to any suit instituted by any Noteholder, or group
of Noteholders, holding in the aggregate more than 10% in principal amount of
the Notes outstanding, or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal of or any premium or interest on any
Note on or after the due date expressed in such Note or the applicable
redemption date.

     Section 8.10 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In case
the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee or to such
Holder, then, and in every such case, the Company, the Trustee and the Holders
shall be restored respectively to their former positions and rights hereunder,
and all rights, remedies and powers of the Company, the Trustee and the Holders
shall continue as though no such proceedings had been taken.

     Section 8.11 DEFAULTS UNDER THE FIRST MORTGAGE. In addition to every other
right and remedy provided herein, the Trustee may exercise any right or remedy
available to the Trustee in its capacity as owner and holder of Senior Note
First Mortgage Bonds which arises as a result of


                                       42
<PAGE>

a default under the First Mortgage whether or not an Event of Default under this
Indenture shall then have occurred and be continuing.

     Section 8.12 WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any usury, stay or extension law wherever enacted, now or at any
time hereafter in force, which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

     Section 9.01 DUTIES AND RESPONSIBILITIES OF TRUSTEE.

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

          (b) No provisions 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 any Event of Default and after the
     curing or waiving of all Events of Default which may have occurred

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

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


                                       43
<PAGE>

          investigate the accuracy of mathematical calculations or other facts
          stated therein);

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

               (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, pursuant to this Indenture, of the Holders of a majority in
     principal amount of the Notes, including, but not limited to, Section 8.07
     hereof 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.

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

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

     Section 9.02 RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise
provided in Section 9.01 hereof:

          (a) the Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, note 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 an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

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

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


                                       44
<PAGE>

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

          (f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, 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, note or other paper or document, unless requested in writing to
do so by the Holders of at least a majority in principal amount of the then
outstanding Notes; PROVIDED 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 this Indenture, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding;

          (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or through agents or attorneys;
PROVIDED that the Trustee shall not be liable for the conduct or acts of any
such agent or attorney that shall have been appointed in accordance herewith
with due care.

     Section 9.03 NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Notes (except in the certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with this Indenture.

     Section 9.04 TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR MAY
OWN NOTES. The Trustee and any Authenticating Agent or paying agent in its
individual or other capacity, may become the owner or pledgee of Notes with the
same rights it would have if it were not Trustee, Authenticating Agent or paying
agent.

     Section 9.05 MONEYS TO BE HELD IN TRUST. Subject to Section 5.04 hereof,
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 may allow and credit to the Company interest on any money received
hereunder at such rate, if any, as may be agreed upon by the Company and the
Trustee from time to time as may be permitted by law.

     Section 9.06 COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as the Company and the Trustee shall from time to
time agree in writing (which shall not be limited by any law in regard to the
compensation of a trustee of an express trust), and the Company shall pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
this Indenture (including the reasonable compensation and the reasonable
expenses and disbursements of its


                                       45
<PAGE>

counsel and agents, including any Authenticating Agents, and of all persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Company also covenants to indemnify
each of the Trustee or any predecessor and their agents 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 or liability. The obligations of the
Company under this Section 9.06 to compensate the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Notes 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 any particular Notes. The provisions of this Section 9.06 shall
survive termination of this Indenture.

     Section 9.07 OFFICERS' CERTIFICATE AS EVIDENCE. Whenever in the
administration of this Indenture, the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to the taking, suffering
or omitting of any action hereunder, such matter (unless other evidence in
respect thereof is herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee, and
such Officers' 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 by it under this Indenture in reliance thereon.

     Section 9.08 CONFLICTING INTEREST OF TRUSTEE. The Trustee shall be subject
to and shall comply with the provisions of Section 310(b) of the TIA. Nothing in
this Indenture shall be deemed to prohibit the Trustee or the Company from
making any application permitted pursuant to such section.

     Section 9.09 EXISTENCE AND ELIGIBILITY OF TRUSTEE. There shall at all times
be a Trustee hereunder which Trustee shall at all times be a corporation
organized and doing business under the laws of the United States or any State
thereof or of the District of Columbia having a combined capital and surplus of
at least $250,000,000 and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal
or State authorities. Such corporation shall have its principal place of
business in the City of St. Louis, Missouri or the Borough of Manhattan, The
City of New York, State of New York, if there be such a corporation in such
location willing to act upon reasonable and customary terms and conditions. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid authority, then for the purposes of
this Section 9.09, the combined capital and surplus shall be deemed to be as set
forth in its most recent report of condition so published. No obligor upon the
Notes or Person directly or indirectly controlling, controlled by, or under
common control with such obligor shall serve as Trustee. If at any time the
Trustee shall cease to be eligible in accordance with this Section 9.09, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 9.10 hereof.

     Section 9.10 RESIGNATION OR REMOVAL OF TRUSTEE.

          (a) Pursuant to the provisions of this Article, the Trustee may at any
time resign and be discharged of the trusts created by this Indenture by giving
written notice to the Company


                                       46
<PAGE>

specifying the day upon which such resignation shall take effect, and such
resignation shall take effect immediately upon the later of the appointment of a
successor trustee and such day.

          (b) Any Trustee may be removed at any time by an instrument or
concurrent instruments in writing filed with such Trustee and signed and
acknowledged by the Holders of a majority in principal amount of the then
outstanding Notes or by their attorneys in fact duly authorized.

          (c) So long as no Event of Default has occurred and is continuing, and
no event has occurred and is continuing that, with the giving of notice or the
lapse of time or both, would become an Event of Default, the Company may remove
any Trustee upon written notice to the Holder of each Note outstanding and the
Trustee and appoint a successor Trustee meeting the requirements of Section
9.09. The Company or the successor Trustee shall give notice to the Holders, in
the manner provided in Section 15.10, of such removal and appointment within 30
days of such removal and appointment.

          (d) If at any time (i) the Trustee shall cease to be eligible in
accordance with Section 9.09 hereof and shall fail to resign after written
request therefor by the Company or by any Holder who has been a bona fide Holder
for at least six months, (ii) the Trustee shall fail to comply with Section 9.08
hereof after written request therefor by the Company or any such Holder, or
(iii) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Trustee may be removed forthwith by an instrument or
concurrent instruments in writing filed with the Trustee and either:

               (1) signed by the President or any Vice President of the Company
     and attested by the Secretary or an Assistant Secretary of the Company; or

               (2) signed and acknowledged by the Holders of a majority in
     principal amount of outstanding Notes or by their attorneys in fact duly
     authorized.

          (e) Any resignation or removal of the Trustee shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 9.11 hereof.

     Section 9.11 APPOINTMENT OF SUCCESSOR TRUSTEE.

          (a) If at any time the Trustee shall resign or be removed, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee.

          (b) The Company shall provide written notice of its appointment of a
Successor Trustee to the Holder of each Note outstanding following any such
appointment.

          (c) If no appointment of a successor Trustee shall be made pursuant to
Section 9.11(a) hereof within 60 days after appointment shall be required, any
Noteholder or the resigning Trustee may apply to any court of competent
jurisdiction to appoint a successor Trustee. Said court may thereupon after such
notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.


                                       47
<PAGE>

          (d) Any Trustee appointed under this Section 9.11 as a successor
Trustee shall be a bank or trust company eligible under Section 9.09 hereof and
qualified under Section 9.08 hereof.

     Section 9.12 ACCEPTANCE BY SUCCESSOR TRUSTEE.

          (a) Any successor Trustee appointed as provided in Section 9.11 hereof
shall execute, acknowledge and deliver to the Company and to its predecessor
Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Trustee
herein; but nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to Section 9.06 hereof, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee
so ceasing to act, including all right, title, and interest in the Senior Note
First Mortgage Bonds. Upon request of any such successor Trustee, the Company
shall execute any and all instruments in writing in order more fully and
certainly to vest in and confirm to such successor Trustee all such rights and
powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all
property or funds held or collected by such Trustee to secure any amounts then
due it pursuant to Section 9.06 hereof.

          (b) No successor Trustee shall accept appointment as provided in this
Section 9.12 unless at the time of such acceptance such successor Trustee shall
be qualified under Section 9.08 hereof and eligible under Section 9.09 hereof.

          (c) Upon acceptance of appointment by a successor Trustee as provided
in this Section 9.12, the successor Trustee shall mail notice of its succession
hereunder to all Holders of Notes as the names and addresses of such Holders
appear on the registry books.

     Section 9.13 SUCCESSION BY MERGER, ETC.

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

          (b) If at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor Trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture


                                       48
<PAGE>

provided that the certificates of the Trustee shall have; provided that the
right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Notes in the name of any predecessor Trustee shall apply only to
its successor or successors by merger, conversion or consolidation.

     Section 9.14 LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR. The Trustee
shall be subject to, and shall comply with, the provisions of Section 311 of the
TIA.

     Section 9.15 AUTHENTICATING AGENT.

          (a) There may be one or more Authenticating Agents appointed by the
Trustee with the written consent of the Company, with power to act on its behalf
and subject to the direction of the Trustee in the authentication and delivery
of Notes in connection with transfers and exchanges under Sections 2.06, 2.07,
2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as
though such Authenticating Agents had been expressly authorized by those
Sections to authenticate and deliver Notes. For all purposes of this Indenture,
the authentication and delivery of Notes by any Authenticating Agent pursuant to
this Section 9.15 shall be deemed to be the authentication and delivery of such
Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust
company or other Person of the character and qualifications set forth in Section
9.09 hereof.

          (b) Any corporation into which any Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 9.15, without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent or such successor
corporation.

          (c) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 9.15, the
Trustee may, with the written consent of the Company, appoint a successor
Authenticating Agent, and upon so doing shall give written notice of such
appointment to the Company and shall mail, in the manner provided in Section
15.10, notice of such appointment to the Holders of Notes.

          (d) The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services, and the Trustee shall be
entitled to be reimbursed for such payments, in accordance with Section 9.06
hereof.

          (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be
applicable to any Authenticating Agent.


                                       49
<PAGE>

                                    ARTICLE X

                           CONCERNING THE NOTEHOLDERS

     Section 10.01 ACTION BY NOTEHOLDERS. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Notes may take any action, the fact that at the time of taking any
such action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Noteholders in person or by agent or proxy appointed in
writing, (b) by the record of such Noteholders voting in favor thereof at any
meeting of Noteholders duly called and held in accordance with Article XI
hereof, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of Noteholders.

     Section 10.02 PROOF OF EXECUTION BY NOTEHOLDERS.

          (a) Subject to Sections 9.01, 9.02 and 11.05 hereof, proof of the
execution of any instruments by a Noteholder or the agent or proxy for such
Noteholder shall be sufficient if made in accordance with such reasonable rules
and regulations as may be prescribed by the Trustee or in such manner as shall
be satisfactory to the Trustee. The ownership of Notes shall be proved by the
register for the Notes maintained by the Trustee.

          (b) The record of any Noteholders' meeting shall be proven in the
manner provided in Section 11.06 hereof.

     Section 10.03 PERSONS DEEMED ABSOLUTE OWNERS. Subject to Sections 2.04(f)
and 10.01 hereof, the Company, the Trustee, any paying agent and any
Authenticating Agent shall deem the person in whose name any Note shall be
registered upon the register for the Notes to be, and shall treat such person
as, the absolute owner of such Note (whether or not such Note shall be overdue)
for the purpose of receiving payment of or on account of the principal and
premium, if any, and interest on such Note, and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Authenticating
Agent shall be affected by any notice to the contrary. All such payments shall
be valid and effectual to satisfy and discharge the liability upon any such Note
to the extent of the sum or sums so paid.

     Section 10.04 COMPANY-OWNED NOTES DISREGARDED. In determining whether the
Holders of the requisite aggregate principal amount of outstanding Notes have
concurred in any direction, consent or waiver under this Indenture, Notes that
are owned by the Company or any other obligor on the Notes or by any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Notes shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; PROVIDED that, for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Notes which the Trustee knows are so owned shall be so disregarded. Notes
so owned which have been pledged in good faith to third parties may be regarded
as outstanding for the purposes of this Section 10.04 if the pledgee shall
establish the pledgee's right to take action with respect to such Notes and that
the pledgee is not a person directly or indirectly controlling or controlled by
or under direct or indirect common control with


                                       50
<PAGE>

the Company or any such other obligor. In the case of a dispute as to such
right, the Trustee may rely upon an Opinion of Counsel and an Officers'
Certificate to establish the foregoing.

     Section 10.05 REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. Except as may
be otherwise required in the case of a Global Note by the applicable rules and
regulations of the Depositary, at any time prior to the taking of any action by
the Holders of the percentage in aggregate principal amount of the Notes
specified in this Indenture in connection with such action, any Holder of a
Note, which has been included in the Notes the Holders of which have consented
to such action may, by filing written notice with the Trustee at the corporate
trust office of the Trustee and upon proof of ownership as provided in Section
10.02(a) hereof, revoke such action so far as it concerns such Note. Except as
aforesaid, any such action taken by the Holder of any Note shall be conclusive
and binding upon such Holder and upon all future Holders and owners of such Note
and of any Notes issued in exchange, substitution or upon registration of
transfer therefor, irrespective of whether or not any notation thereof is made
upon such Note or such other Notes.

     Section 10.06 RECORD DATE FOR NOTEHOLDER ACTS. If the Company shall solicit
from the Noteholders any request, demand, authorization, direction, notice,
consent, waiver or other act, the Company may, at its option, by Board
Resolution, fix in advance a record date for the determination of Noteholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other act may be given before or after the record
date, but only the Noteholders of record at the close of business on the record
date shall be deemed to be Noteholders for the purpose of determining whether
Holders of the requisite aggregate principal amount of outstanding Notes have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other act, and for that purpose the
outstanding Notes shall be computed as of the record date; PROVIDED that no such
request, demand, authorization, direction, notice, consent, waiver or other act
by the Noteholders on the record date shall be deemed effective unless it shall
become effective pursuant to this Indenture not later than six months after the
record date. Any such record date shall be at least 30 days prior to the date of
the solicitation to the Noteholders by the Company.

                                   ARTICLE XI

                              NOTEHOLDERS' MEETING

     Section 11.01 PURPOSES OF MEETINGS. A meeting of Noteholders may be called
at any time and from time to time pursuant to this Article XI for any of the
following purposes:

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

          (b) to remove the Trustee pursuant to Article IX;


                                       51
<PAGE>

          (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to Section 13.02 hereof; or

          (d) to take any other action authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of the Notes, as the
case may be, under any other provision of this Indenture or under applicable
law.

     Section 11.02 CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call
a meeting of Holders of Notes to take any action specified in Section 11.01
hereof, to be held at such time and at such place as the Trustee shall
determine. Notice of every such meeting of Noteholders, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given to Holders of the Notes that may be
affected by the action proposed to be taken at such meeting in the manner
provided in Section 15.10 hereof. Such notice shall be given not less than 20
nor more than 90 days prior to the date fixed for such meeting.

     Section 11.03 CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. If at any time
the Company, pursuant to a Board Resolution, or the Holders of at least 10% in
aggregate principal amount of the Notes then outstanding, shall have requested
the Trustee to call a meeting of Noteholders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Noteholders may determine the
time and the place for such meeting and may call such meeting to take any action
authorized in Section 11.01 hereof, by giving notice thereof as provided in
Section 11.02 hereof.

     Section 11.04 QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meetings of Noteholders a Person shall (a) be a Holder of one or more Notes
affected by the action proposed to be taken or (b) be a Person appointed by an
instrument in writing as proxy by a Holder of one or more such Notes. The only
Persons who shall be entitled to be present or to speak at any meeting of
Noteholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives (including employees) of the Trustee and its
counsel and any representatives (including employees) of the Company and its
counsel.

     Section 11.05 REGULATIONS.

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

          (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by the Noteholders as provided in Section 11.03 hereof, in which
case the Company or Noteholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent


                                       52
<PAGE>

chairman and a permanent secretary of the meeting shall be elected by the
Holders of a majority in aggregate principal amount of the Notes present in
person or by proxy at the meeting.

          (c) Subject to Section 10.04 hereof, at any meeting each Noteholder or
proxy shall be entitled to one vote for each $1,000 principal amount of Notes
held or represented by such Noteholder; PROVIDED that no vote shall be cast or
counted at any meeting in respect of any Note determined to be not outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
Notes held by such chairman or instruments in writing as aforesaid duly
designating such chairman as the person to vote on behalf of other Noteholders.
At any meeting of Noteholders duly called pursuant to Section 11.02 or 11.03
hereof, the presence of persons holding or representing Notes in an aggregate
principal amount sufficient to take action on any business for the transaction
for which such meeting was called shall constitute a quorum. Any meeting of
Noteholders duly called pursuant to Section 11.02 or 11.03 hereof may be
adjourned from time to time by the Holders of a majority in aggregate principal
amount of the Notes present in person or by proxy at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

     Section 11.06 VOTING. The vote upon any resolution submitted to any meeting
of Noteholders shall be by written ballots on which shall be subscribed the
signatures of the Holders of Notes or of their representatives by proxy and the
principal amount of Notes held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of such
meeting of Noteholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was given as provided in Section 11.02 hereof. The
record shall show the aggregate principal amount of the Notes voting in favor of
or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee and the Trustee shall have the ballots taken at the
meeting attached to such duplicate. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

     Section 11.07 RIGHTS OF TRUSTEE OR NOTEHOLDERS NOT DELAYED. Nothing in this
Article XI shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Noteholders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Holders of Notes
under any of the provisions of this Indenture or of the Notes.

                                   ARTICLE XII

               CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE

     Section 12.01 COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The
Company shall not consolidate with or merge into any other corporation or sell
or otherwise dispose of its


                                       53
<PAGE>

properties as or substantially as an entirety to any Person unless the Company
has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel
each stating that such consolidation, merger, conveyance or transfer and the
supplemental indenture referred to in clause (b) below comply with this Article
XII and that all conditions precedent herein provided for have been complied
with, and the corporation formed by such consolidation or into which the Company
is merged or the Person which receives such properties pursuant to such sale,
transfer or other disposition (a) shall be a corporation organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia; (b) shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, the due and punctual payment of the principal of and premium and
interest on all of the Notes and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed and (c) if such
consolidation, merger, sale, transfer or other disposition occurs prior to the
Release Date, shall expressly assume, by an indenture supplemental to the First
Mortgage, executed and delivered to the Mortgage Trustee, the due and punctual
payment of the principal of and premium and interest on all of the Senior Note
First Mortgage Bonds and the performance of every covenant of the First Mortgage
on the part of the Company to be performed or observed.

     Anything in this Indenture to the contrary notwithstanding, the conveyance
or other transfer by the Company of (a) all or any portion of its facilities for
the generation of electric energy, (b) all of its facilities for the
transmission of electric energy or (c) all of its facilities for the
distribution of natural gas, in each case considered alone or in any combination
with properties described in any other clause, shall in no event be deemed to
constitute a conveyance or other transfer of all the properties of the Company,
as or substantially as an entirety. The character of particular facilities shall
be determined in accordance with the Uniform System of Accounts prescribed for
public utilities and licensees subject to the Federal Power Act, as amended, to
the extent applicable.

     Section 12.02 SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or
merger, or any sale, transfer or other disposition of the properties of the
Company substantially as an entirety in accordance with Section 12.01 hereof,
the successor corporation formed by such consolidation or into which the Company
is merged or the Person to which such sale, transfer or other disposition is
made shall succeed to, and be substituted for and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation or Person had been named as the Company herein and the
Company shall be released from all obligations hereunder.

                                  ARTICLE XIII

                             SUPPLEMENTAL INDENTURES

     Section 13.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

          (a) The Company, when authorized by Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:


                                       54
<PAGE>

               (1) to make such provision in regard to matters or questions
     arising under this Indenture as may be necessary or desirable, and not
     inconsistent with this Indenture or prejudicial to the interests of the
     Holders in any material respect, for the purpose of supplying any omission,
     curing any ambiguity, or curing, correcting or supplementing any defective
     or inconsistent provision;

               (2) to change or eliminate any of the provisions of this
     Indenture, PROVIDED that any such change or elimination shall become
     effective only when there is no Note outstanding created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision or such change or elimination is applicable only to Notes
     issued after the effective date of such change or elimination;

               (3) to establish the form of Notes as permitted by Section 2.01
     hereof or to establish or reflect any terms of any Note determined pursuant
     to Section 2.05 hereof;

               (4) to evidence the succession of another corporation to the
     Company as permitted hereunder, and the assumption by any such successor of
     the covenants of the Company herein and in the Notes;

               (5) to grant to or confer upon the Trustee for the benefit of the
     Holders any additional rights, remedies, powers or authority;

               (6) to permit the Trustee to comply with any duties imposed upon
     it by law;

               (7) to specify further the duties and responsibilities of, and to
     define further the relationships among, the Trustee, any Authenticating
     Agent and any paying agent, and to evidence the succession of a successor
     Trustee as permitted hereunder;

               (8) to add to the covenants of the Company for the benefit of the
     Holders of one or more series of Notes, to add to the security for the
     Notes, to surrender a right or power conferred on the Company herein or to
     add any Event of Default with respect to one or more series of Notes;

               (9) to add provisions permitting the Company to be released with
     respect to one or more series of outstanding Notes from its obligations
     under Sections 6.07, 6.08 or Article XII (and providing that no Event of
     Default shall be deemed to have occurred as a result of the Company's
     noncompliance with such obligations) if the Company makes the deposit of
     cash and/or U.S. Government obligations with respect to such series of
     Notes required by Section 5.01 and otherwise complies with the requirements
     of such Section (except that the opinion of counsel referred to in Section
     5.01(a)(3) need not be based on an External Tax Pronouncement);

               (10) to comply with the Company's obligations under Section 6.07;
     and

               (11) to make any other change that is not prejudicial to the
     Holders.


                                       55
<PAGE>

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

          (c) Any supplemental indenture authorized by this Section 13.01 may be
executed by the Company and the Trustee without the consent of the Holders of
any of the Notes at the time outstanding, notwithstanding any of the provisions
of Section 13.02 hereof.

     Section 13.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.

          (a) With the consent (evidenced as provided in Section 10.01 hereof)
of the Holders of a majority in aggregate principal amount of the Notes at the
time outstanding, the Company, when authorized by Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of any supplemental indenture or of modifying or waiving in any manner the
rights of the Noteholders; provided that no such supplemental indenture shall:

               (1) change the Stated Maturity of any Note, or reduce the rate
     (or change the method of calculation thereof) or extend the time of payment
     of interest thereon, or reduce the principal amount thereof or any premium
     thereon, or change the coin or currency in which the principal of any Note
     or any premium or interest thereon is payable, or change the date on which
     any Note may be redeemed or adversely affect the rights of the Noteholders
     to institute suit for the enforcement of any payment of principal of or any
     premium or interest on any Note, or impair the interest hereunder of the
     Trustee in the Senior Note First Mortgage Bonds, or prior to the Release
     Date, reduce the principal amount of any series of Senior Note First
     Mortgage Bonds to an amount less than the principal amount of the Related
     Series of Notes or alter the payment provisions of such Senior Note First
     Mortgage Bonds in a manner adverse to the Holders of the Notes, in each
     case without the consent of the Holder of each Note so affected; or

               (2) modify this Section 13.02(a) or reduce the aforesaid
     percentage of Notes, the Holders of which are required to consent to any
     such supplemental indenture or to reduce the percentage of Notes, the
     Holders of which are required to waive Events of Default, in each case,
     without the consent of the Holders of all of the Notes then outstanding.

          (b) Upon the request of the Company, accompanied by a copy of the
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Noteholders
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.


                                       56
<PAGE>

          (c) A supplemental indenture which changes, waives or eliminates any
covenant or other provision of this Indenture (or any supplemental indenture)
which has expressly been included solely for the benefit of one or more series
of Notes, or which modifies the rights of the Holders of Notes of such series
with respect to such covenant or provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Notes of any other series.

          (d) It shall not be necessary for the consent of the Holders of Notes
under this Section 13.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

          (e) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to this Section 13.02, the Trustee shall give
notice in the manner provided in Section 15.10 hereof, setting forth in general
terms the substance of such supplemental indenture, to all Noteholders. Any
failure of the Trustee to give such notice or any defect therein shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

     Section 13.03 COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES. Any supplemental indenture executed pursuant to this Article XIII
shall comply with the TIA. Upon the execution of any supplemental indenture
pursuant to this Article XIII, the Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Noteholders shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     Section 13.04 NOTATION ON NOTES. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article XIII may
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Notes so
modified as approved by the Trustee and the Board of Directors with respect to
any modification of this Indenture contained in any such supplemental indenture
may be prepared and executed by the Company, authenticated by the Trustee and
delivered in exchange for the Notes then outstanding.

     Section 13.05 EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TRUSTEE. The Trustee, subject to Sections 9.01 and 9.02 hereof, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article XIII.

                                   ARTICLE XIV

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

     Section 14.01 INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No recourse
for the payment of the principal of or any premium or interest on any Note or
any Senior Note First


                                       57
<PAGE>

Mortgage Bond, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company, contained in this Indenture, the First Mortgage or in any supplemental
indenture, or in any Note or in any Senior Note First Mortgage Bond, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any 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 all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of the Notes.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

     Section 15.01 PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements made by the Company in this
Indenture shall bind its successors and assigns whether so expressed or not.

     Section 15.02 OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or proceeding
by any provision of this Indenture authorized or required to be done or
performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful successor of the
Company.

     Section 15.03 NOTICES. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Noteholders on the Company may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by
the Company with the Trustee) at the principal executive offices of the Company,
to the attention of the Secretary. Any notice, direction, request or demand by
any Noteholder, the Company or the Mortgage Trustee 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, Attention:
Corporate Trust Administration.

     Section 15.04 GOVERNING LAW. This Indenture and each Note shall be governed
by and deemed to be a contract under, and construed in accordance with, the laws
of the State of New York, and for all purposes shall be construed in accordance
with the laws of said State without regard to conflicts of law principles
thereof.

     Section 15.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

          (a) Upon any application or demand by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee
an Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenants compliance with which constitutes
a condition precedent) 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.


                                       58
<PAGE>

          (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificates delivered pursuant
to Section 6.06 hereof) shall include (1) a statement that each Person making
such certificate or opinion has read such covenant or condition and the
definitions relating thereto; (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 each such Person, such Person has made such examination or
investigation as is necessary to enable such Person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of each such Person,
such condition or covenant has been complied with.

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

          (d) Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel delivered under the
Indenture may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such person knows, or in the exercise of
reasonable care should know, that the certificate or opinion of representations
with respect to such matters are erroneous. Any opinion of counsel delivered
hereunder may contain standard exceptions and qualifications reasonably
satisfactory to the Trustee.

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

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

     Section 15.06 BUSINESS DAYS. Unless otherwise provided pursuant to Section
2.05(c) hereof, in any case where the date of Maturity of the principal of or
any premium or interest on any Note or the date fixed for redemption of any Note
is not a Business Day, then payment of


                                       59
<PAGE>

such principal or any premium or interest need not be made on such date but may
be made on the next succeeding Business Day with the same force and effect as if
made on the date of Maturity or the date fixed for redemption, and, in the case
of timely payment thereof, no interest shall accrue for the period from and
after such Interest Payment Date or the date on which the principal or premium
of the Note is required to be paid.

     Section 15.07 TRUST INDENTURE ACT TO CONTROL. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by the TIA, such required provision of the TIA shall govern.

     Section 15.08 TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

     Section 15.09 EXECUTION IN COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     Section 15.10 MANNER OF MAILING NOTICE TO NOTEHOLDERS.

          (a) Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or the Company to or
on the Holders of Notes, as the case may be, shall be given or served by
first-class mail, postage prepaid, addressed to the Holders of such Notes at
their last addresses as the same appear on the register for the Notes referred
to in Section 2.06, and any such notice shall be deemed to be given or served by
being deposited in a post office letter box in the form and manner provided in
this Section 15.10. In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give notice to any
Holder by mail, then such notification to such Holder as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.

          (b) The Company shall also provide any notices required under this
Indenture by publication, but only to the extent that such publication is
required by the TIA, the rules and regulations of the Commission or any
securities exchange upon which any series of Notes is listed.

     Section 15.11 APPROVAL BY TRUSTEE OF EXPERT OR COUNSEL. Wherever the
Trustee is required to approve an Expert or counsel who is to furnish evidence
of compliance with conditions precedent in this Indenture, such approval by the
Trustee shall be deemed to have been given upon the taking of any action by the
Trustee pursuant to and in accordance with the certificate or opinion so
furnished by such Expert or counsel.


                                       60
<PAGE>

     IN WITNESS WHEREOF, CENTRAL ILLINOIS PUBLIC SERVICE COMPANY has caused this
Indenture to be signed and acknowledged by its vice president, and attested by
its assistant secretary, and THE BANK OF NEW YORK has caused this Indenture to
be signed and acknowledged by its Assistant V.P., as of the day and year first
written above.


                                        CENTRAL ILLINOIS PUBLIC SERVICE
                                        COMPANY


                                        By /s/ James T. Birkett
                                           -------------------------------------
                                           James T. Birkett, Vice President

ATTEST:

/s/ James Tisckos
----------------------------------
James Tisckos, Assistant Secretary


                                        THE BANK OF NEW YORK,
                                             AS TRUSTEE


                                        By /s/ Robert A. [Illegible]
                                           -------------------------------------
                                           Assistant Vice President
<PAGE>

                                    EXHIBIT A
                               FORM OF GLOBAL NOTE

                             [PRIOR TO RELEASE DATE]

REGISTERED                                                            REGISTERED

                   Illinois Commerce Commission ID Number 5994

     THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                           SENIOR NOTE, __% DUE ______

CUSIP:                                  NUMBER:

ORIGINAL ISSUE DATE:                    PRINCIPAL AMOUNT:

INTEREST RATE:                          MATURITY DATE:

     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of
Illinois (the "COMPANY"), for value received hereby promises to pay to CEDE &
CO. or registered assigns, the principal sum of ______________ DOLLARS
($_______________) on the Maturity Date set forth above, and to pay interest
thereon from _____________ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on
the __________ and ___________ in each year, commencing __________ , at the per
annum Interest Rate set forth above, until the principal hereof is paid or made
available for payment. No interest shall accrue on the Maturity Date, so long as
the principal amount of this Note is paid on the Maturity Date. The interest so
payable and punctually paid or duly provided for on any such Interest Payment
Date (except for interest


                                      A-1
<PAGE>

payable on the Maturity Date set forth above or, if applicable, upon
redemption or acceleration) will, as provided in the Indenture (as defined
below), be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, which shall
be the           or          , as the case may be, next preceding such
Interest Payment Date; provided that the first Interest Payment Date for any
part of this Note, the Original Issue Date of which is after a Regular Record
Date but prior to the applicable Interest Payment Date, shall be the Interest
Payment Date following the next succeeding Regular Record Date; and provided
that interest payable on the Maturity Date set forth above or, if applicable,
upon redemption or acceleration, shall be payable to the Person to whom
principal shall be payable. Except as otherwise provided in the Indenture,
any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and shall be
paid to the Person in whose name this Note is registered at the close of
business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Noteholders not
more than fifteen days or fewer than ten days prior to such Special Record
Date. Payment of the principal of and interest and premium on this Note shall
be payable pursuant to Section 2.12(a) of the Indenture.

     This Note is a Global Note in respect of a duly authorized issue of Senior
Notes, __% Due _____ (the "NOTES OF THIS SERIES", which term includes any Global
Notes representing such Notes) of the Company issued and to be issued under an
Indenture dated as of December 1, 1998, between the Company and The Bank of New
York, as trustee (the "TRUSTEE", which term includes any successor Trustee under
the Indenture) and indentures supplemental thereto (collectively, the
"INDENTURE"). Under the Indenture, one or more series of notes may be issued
and, as used herein, the term "Notes" refers to the Notes of this Series and any
other outstanding series of Notes. Reference is hereby made to the Indenture for
a more complete statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Noteholders
and of the terms upon which the Notes are and are to be authenticated and
delivered. This Note has been issued in respect of the series designated on the
first page hereof, limited in aggregate principal amount to $___________.

     Prior to the Release Date (as hereinafter defined), the Notes will be
secured by first mortgage bonds (the "SENIOR NOTE FIRST MORTGAGE BONDS")
delivered by the Company to the Trustee for the benefit of the Holders of the
Notes, issued under the Indenture of Mortgage or Deed of Trust, dated October 1,
1941, from the Company to U.S. Bank Trust National Association, as successor
trustee (the "MORTGAGE TRUSTEE"), and F. Sgaraglino, as successor co-trustee, as
supplemented and modified (collectively, the "FIRST MORTGAGE"). Reference is
made to the First Mortgage and the Indenture for a description of the rights of
the Trustee as holder of the Senior Note First Mortgage Bonds, the property
mortgaged and pledged, the nature and extent of the security and the rights of
the holders of first mortgage bonds, under the First Mortgage and the rights of
the Company and of the Mortgage Trustee in respect thereof, the duties and
immunities of the Mortgage Trustee and the terms and conditions upon which the
Senior Note First Mortgage Bonds are secured and the circumstances under which
additional first mortgage bonds may be issued.

     From and after such time as all first mortgage bonds (other than Senior
Note First Mortgage Bonds) issued under the First Mortgage have been retired
through payment, redemption or otherwise at, before or after the maturity
thereof (the "Release Date"), the Senior


                                      A-2
<PAGE>

Note First Mortgage Bonds shall cease to secure the Notes in any manner. In
certain circumstances prior to the Release Date as provided in the Indenture,
the Company is permitted to reduce the aggregate principal amount of a series of
Senior Note First Mortgage Bonds held by the Trustee, but in no event prior to
the Release Date to an amount less than the aggregate outstanding principal
amount of the series of Notes initially issued contemporaneously with such
Senior Note First Mortgage Bonds.

     Each Note of this Series shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date. Each Note
issued upon transfer, exchange or substitution of such Note shall bear the
Original Issue Date of such transferred, exchanged or substituted Note, as the
case may be.

     [Insert redemption provisions, if any]

     Interest payments for this Note shall be computed and paid on the basis of
a 360-day year of twelve 30-day months (and for any partial periods shall be
calculated on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months). If any Interest Payment Date or date on which the
principal of this Note is required to be paid is not a Business Day, then
payment of principal, premium or interest need not be made on such date but may
be made on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date or date on which the principal of this Note
is required to be paid and, in the case of timely payment thereof, no interest
shall accrue for the period from and after such Interest Payment Date or the
date on which the principal of this Note is required to be paid.

     The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Notes (except for certain obligations including obligations to
register the transfer or exchange of Notes, replace stolen, lost or mutilated
Notes, maintain paying agencies and hold monies for payment in trust, all as set
forth in the Indenture) if the Company deposits with the Trustee money, U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an amount
sufficient, without reinvestment, to pay all the principal of and any premium
and interest on the Notes on the dates such payments are due in accordance with
the terms of the Notes.

     If an Event of Default shall occur and be continuing, the principal of and
interest on the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture and, upon such declaration, the Trustee shall
demand the redemption of the Senior Note First Mortgage Bonds to the extent
provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of


                                      A-3
<PAGE>

transfer hereof or in exchange therefor or in lieu thereof whether or not
notation of such consent or waiver is made upon this Note.

     As set forth in and subject to the provisions of the Indenture, no Holder
of any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; provided that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal of and any premium or interest on this Note on or after the
respective due dates expressed here.

     No reference herein to the Indenture and to provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, places and rates and the coin or currency prescribed
in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note may be transferred only as permitted by the legend hereto and
the provisions of the Indenture.

     The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflicts
of law principles thereof.

     Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent by manual signature of an
authorized officer, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture unless otherwise indicated
herein.


                                      A-4
<PAGE>

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

                                        CENTRAL ILLINOIS PUBLIC SERVICE
                                        COMPANY


                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                        Attest:
                                               ---------------------------------

                                        Title:
                                              ----------------------------------

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated:

This Note is one of the Notes of the series herein
designated, described or provided for in the within-
mentioned Indenture.

The Bank of New York, AS TRUSTEE

By:
   -------------------------------
          AUTHORIZED SIGNATORY


                                      A-5
<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                       State

                    Additional abbreviations may also be used
                          though not in the above list.

                                   ----------

               FOR VALUE RECEIVED the undersigned hereby sell(s),
                         assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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


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


--------------------------------------------------------------------------------
                   Please print or typewrite name and address
                      including postal zip code of assignee

---------------------------------------
the within note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said note on the
books of the Company, with full power of
substitution in the premises.


Dated:
      ----------------------------


                                        ----------------------------------------
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of the within instrument
                                        in every particular, without alteration
                                        or enlargement or any change whatever.

                                        Signature(s) must be guaranteed by a
                                        financial institution that is a member
                                        of the Securities Transfer Agents
                                        Medallion Program ("STAMP"), the Stock
                                        Exchange Medallion Program ("SEMP") or
                                        the New York Stock Exchange, Inc.
                                        Medallion Signature Program("MSP").


                                      A-6
<PAGE>

                                    EXHIBIT B
                                  FORM OF NOTE

                              PRIOR TO RELEASE DATE

REGISTERED                                                            REGISTERED

                   Illinois Commerce Commission ID Number 5994

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                           SENIOR NOTE, __% DUE _____

CUSIP:                             PRINCIPAL AMOUNT:

ORIGINAL ISSUE DATE:               MATURITY DATE:

INTEREST RATE:                     NUMBER:


CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of Illinois
(the "COMPANY"), for value received hereby promises to pay to _____________ or
registered assigns, the principal sum of ___________ DOLLARS ($____________) on
the Maturity Date set forth above, and to pay interest thereon from ___________
or from the most recent date to which interest has been paid or duly provided
for, semi-annually in arrears on ________ and ________ in each year, commencing
___________, at the per annum Interest Rate set forth above, until the principal
hereof is paid or made available for payment. No interest shall accrue on the
Maturity Date, so long as the principal amount of this Note is paid in full on
the Maturity Date. The interest so payable and punctually paid or duly provided
for on any such Interest Payment Date (except for interest payable on the
Maturity Date set forth above or, if applicable, upon redemption or
acceleration) will, as provided in the Indenture (as defined below), be paid to
the Person in whose name this Note is registered at the close of business on the
Regular Record Date for such interest, which shall be the __________ or
__________ , as the case may be, next preceding such Interest Payment Date;
provided that the first Interest Payment Date for any Note of this Series, the
Original Issue Date of which is after a Regular Record Date but prior to the
applicable Interest Payment Date, shall be the Interest Payment Date following
the next succeeding Regular Record Date; and provided, further, that interest
payable on the Maturity Date set forth above or, if applicable, upon redemption
or acceleration, shall be payable to the Person to whom principal shall be
payable. Except as otherwise provided in the Indenture (referred to on the
reverse hereof), any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Noteholders not
more than fifteen days nor fewer than ten days prior to such Special Record
Date. Principal, applicable premium and interest due at the Maturity of this
Note shall be payable in immediately available funds when due upon presentation
and surrender of this Note at the corporate trust office of the Trustee or at
the authorized office of any paying agent in the Borough of Manhattan, The City
and State of New York. Interest on this Note (other than interest payable at
Maturity) shall be paid by check payable in clearinghouse funds to the


                                      B-1
<PAGE>

Holder as its name appears on the register; provided that if the Trustee
receives a written request from any Holder of Notes, the aggregate principal
amount of all of which having the same Interest Payment Date as this Note equals
or exceeds $10,000,000, on or before the applicable Regular Record Date for such
Interest Payment Date, interest on this Note shall be paid by wire transfer of
immediately available funds to a bank within the continental United States
designated by such Holder in its request or by direct deposit into the account
of such Holder designated by such Holder in its request if such account is
maintained with the Trustee or any paying agent.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent by manual signature of an authorized officer, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

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

                                        CENTRAL ILLINOIS PUBLIC SERVICE COMPANY


                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                        Attest:
                                               ---------------------------------

                                        Title:
                                              ----------------------------------

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated:

This Note is one of the Notes of the series herein
designated, described or provided for in the within-
mentioned Indenture.

The Bank of New York, AS TRUSTEE

By:
   -------------------------------
          AUTHORIZED SIGNATORY


                                      B-2
<PAGE>

                            [FORM OF REVERSE OF NOTE]
        CENTRAL ILLINOIS PUBLIC SERVICE COMPANY SENIOR NOTE, __% DUE ____

     This Note is one of a duly authorized issue of Senior Notes, __% Due ____
(the "NOTES OF THIS SERIES") of the Company issued and to be issued under an
Indenture dated as of December 1, 1998 between the Company and The Bank of New
York, as trustee (the "TRUSTEE", which term includes any successor Trustee under
the Indenture) and indentures supplemental thereto (collectively, the
"INDENTURE"). Under the Indenture, one or more series of notes may be issued
and, as used herein, the term "Notes" refers to the Notes of this Series and any
other outstanding series of Notes. Reference is hereby made to the Indenture for
a more complete statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Noteholders
and of the terms upon which the Notes are and are to be authenticated and
delivered. This Note is one of the series designated on the face hereof, limited
in aggregate principal amount to $___________.

     Prior to the Release Date (as hereinafter defined), the Notes will be
secured by first mortgage bonds (the "SENIOR NOTE FIRST MORTGAGE BONDS")
delivered by the Company to the Trustee for the benefit of the Holders of the
Notes, issued under the Indenture of Mortgage or Deed of Trust, dated as of
October 1, 1941, from the Company to U.S. Bank Trust National Association, as
successor trustee (the "MORTGAGE TRUSTEE"), and F. Sgaraglino, as successor to
trustee, as supplemented and modified (collectively, the "FIRST MORTGAGE").
Reference is made to the First Mortgage and the Indenture for a description of
the rights of the Trustee as holder of the Senior Note First Mortgage Bonds, the
property mortgaged and pledged, the nature and extent of the security and the
rights of the holders of first mortgage bonds, under the First Mortgage and the
rights of the Company and of the Mortgage Trustee in respect thereof, the duties
and immunities of the Mortgage Trustee and the terms and conditions upon which
the Senior Note First Mortgage Bonds are secured and the circumstances under
which additional first mortgage bonds may be issued.

     From and after such time as all first mortgage bonds (other than Senior
Note First Mortgage Bonds) issued under the First Mortgage have been retired
through payment, redemption or otherwise at, before or after the maturity
thereof (the "Release Date"), the Senior Note First Mortgage Bonds shall cease
to secure the notes in any manner. In certain circumstances prior to the Release
Date as provided in the Indenture, the Company is permitted to reduce the
aggregate principal amount of a series of Senior Note First Mortgage Bonds held
by the Trustee, but in no event prior to the Release Date to an amount less than
the aggregate outstanding principal amount of the series of Notes initially
issued contemporaneously with such Senior Note First Mortgage Bonds.

     Each Note of this Series shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date. Each Note
issued upon transfer, exchange or substitution of such Note shall bear the
Original Issue Date of such transferred, exchanged or substituted Note, as the
case may be.

     [Insert redemption provisions, if any]


                                      B-3
<PAGE>

     Interest payments for this Note shall be computed and paid on the basis of
a 360-day year of twelve 30-day months (and for any partial periods shall be
calculated on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months). If any Interest Payment Date or the date on which the
principal of this Note is required to paid is not a Business Day, then payment
of principal, premium or interest need not be made on such date but may be made
on the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or the date on which the principal of this Note is
required to be paid, and, in the case of timely payment thereof, no interest
shall accrue for the period from and after such Interest Payment Date or the
date on which the principal of this Note is required to be paid.

     The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Notes (except for certain obligations including obligations to
register the transfer or exchange of Notes, replace stolen, lost or mutilated
Notes, maintain paying agencies and hold monies for payment in trust, all as set
forth in the Indenture) if the Company deposits with the Trustee money, U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an amount
sufficient, without reinvestment, to pay all the principal of and any premium
and interest on the Notes on the dates such payments are due in accordance with
the terms of the Notes.

     If an Event of Default shall occur and be continuing, the principal of and
interest on the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture and, upon such declaration, the Trustee shall
demand the redemption of the Senior Note First Mortgage Bonds to the extent
provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor in lieu thereof whether
or not notation of such consent or waiver is made upon the Note.

     As set forth in and subject to the provisions of the Indenture, no Holder
of any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; provided that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal of and any premium or interest on this Note on or after the
respective due dates expressed here.


                                      B-4
<PAGE>

     No reference herein to the Indenture and to provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, places and rates and the coin or currency prescribed
in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Note register. Upon
surrender of this Note for registration or transfer at the corporate trust
office of the Trustee or such other office or agency as may be designated by the
Company in the Borough of Manhattan, the City and State of New York, endorsed by
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note registrar, duly executed by the Holder hereof or the
attorney in fact of such Holder duly authorized in writing, one or more new
Notes of this Series of like tenor and of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees.

     The Notes of this Series are issuable only in registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this Series are exchangeable for a like aggregate principal amount of
Notes of this Series of like tenor and of a different authorized denomination,
as requested by the Holder surrendering the same.

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

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflicts
of law principles thereof.

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


                                      B-5
<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                            State

                    Additional abbreviations may also be used
                          though not in the above list.

                                   ----------

               FOR VALUE RECEIVED the undersigned hereby sell(s),
                         assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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


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


--------------------------------------------------------------------------------
                   Please print or typewrite name and address
                      including postal zip code of assignee

---------------------------------------
the within note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said note on the books
of the Company, with full power of substitution
in the premises.

Dated:
      ----------------------------

                                        ----------------------------------------
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of the within instrument
                                        in every particular, without alteration
                                        or enlargement or any change whatever.

                                        Signature(s) must be guaranteed by a
                                        financial institution that is a member
                                        of the Securities Transfer Agents
                                        Medallion Program ("STAMP"), the Stock
                                        Exchange Medallion Program ("SEMP") or
                                        the New York Stock Exchange, Inc.
                                        Medallion Signature Program("MSP").


                                      B-6
<PAGE>

                                    EXHIBIT C
                               FORM OF GLOBAL NOTE

                             FOLLOWING RELEASE DATE

REGISTERED                                                            REGISTERED

                   Illinois Commerce Commission ID Number 5994

     THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                            SENIOR NOTE, __% DUE ____

CUSIP:                             NUMBER:

ORIGINAL ISSUE DATE:               PRINCIPAL AMOUNT:

INTEREST RATE:                     MATURITY DATE:

     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of
Illinois (the "COMPANY"), for value received hereby promises to pay to CEDE &
CO. or registered assigns, the principal sum of _____________ DOLLARS
($__________) on the Maturity Date set forth above, and to pay interest
thereon____________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on the
__________ and __________ in each year, commencing _____________, at the per
annum Interest Rate set forth above, until the principal hereof is paid or made
available for payment. No interest shall accrue on the Maturity Date, so long as
the principal amount of this Note is paid on the Maturity Date. The interest so
payable and punctually paid or duly provided for on any such Interest Payment
Date (except for interest payable on the Maturity Date set forth above or, if
applicable, upon redemption or acceleration) will, as provided in the Indenture
(as


                                      C-1
<PAGE>

defined below), be paid to the Person in whose name this Note is registered at
the close of business on the Regular Record Date for such interest, which shall
be the ___________ or _________ , as the case may be, next preceding such
Interest Payment Date; provided, that the first Interest Payment Date for any
part of this Note, the Original Issue Date of which is after a Regular Record
Date but prior to the applicable Interest Payment Date, shall be the Interest
Payment Date following the next succeeding Regular Record Date; and provided,
that interest payable on the Maturity Date set forth above or, if applicable,
upon redemption or acceleration, shall be payable to the Person to whom
principal shall be payable. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and shall be paid to the
Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Noteholders not more than fifteen
days or fewer than ten days prior to such Special Record Date. Payment of the
principal of and interest and premium on this shall be payable pursuant to
Section 2.12(a) of the Indenture.

     This Note is a Global Note in respect of a duly authorized issue of Senior
Notes, __% Due ____ (the "NOTES OF THIS SERIES", which term includes any Global
Notes representing such Notes) of the Company issued and to be issued under an
Indenture dated as of December 1, 1998 between the Company and The Bank of New
York, as trustee (herein called the "TRUSTEE", which term includes any successor
Trustee under the Indenture) and indentures supplemental thereto (collectively,
the "INDENTURE"). Under the Indenture, one or more series of notes may be issued
and, as used herein, the term "Notes" refers to the Notes of this Series and any
other outstanding series of Notes. Reference is hereby made to the Indenture for
a more complete statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Noteholders
and of the terms upon which the Notes are and are to be authenticated and
delivered. This Note has been issued in respect of the series designated on the
first page hereof, limited in aggregate principal amount to $__________.

     Each Note of this Series shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date. Each Note
issued upon transfer, exchange or substitution of such Note or Global Note shall
bear the Original Issue Date of such transferred, exchanged or substituted Note
or Global Note, as the case may be.

     [Insert redemption provisions, if any]

     Interest payments for this Note shall be computed and paid on the basis of
a 360-day year of twelve 30-day months (and for any partial period shall be
calculated on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months) . In any case where any Interest Payment Date or date on
which the principal of this Note is required to be paid is not a Business Day,
then payment of principal, premium or interest need not be made on such date but
may be made on the next succeeding Business Day with the same force and effect
as if made on such Interest Payment Date or date on which the principal of this
Note is required to be paid and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment Date
or the date on which the principal of this Note is required to be paid.


                                      C-2
<PAGE>

     The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Notes (except for certain obligations including obligations to
register the transfer or exchange of Notes, replace stolen, lost or mutilated
Notes, maintain paying agencies and hold monies for payment in trust, all as set
forth in the Indenture) if the Company deposits with the Trustee money, U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an amount
sufficient, without reinvestment, to pay all the principal of and any premium
and interest on the Notes on the dates such payments are due in accordance with
the terms of the Notes.

     If an Event of Default shall occur and be continuing, the principal of and
interest on the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu thereof
whether or not notation of such consent or waiver is made upon this Note.

     As set forth in and subject to the provisions of the Indenture, no Holder
of any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; PROVIDED, HOWEVER, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on this
Note on or after the respective due dates expressed here.

     No reference herein to the Indenture and to provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, places and rates and the coin or currency prescribed
in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note may be transferred only as permitted by the legend hereto and
the provisions of the Indenture.

     The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflicts
of law principles thereof.


                                      C-3
<PAGE>

     Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent by manual signature of an
authorized officer, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture unless otherwise indicated
herein.

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

                                        CENTRAL ILLINOIS PUBLIC SERVICE COMPANY


                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                        Attest:
                                               ---------------------------------

                                        Title:
                                              ----------------------------------

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated:

This Note is one of the Notes of the series herein
designated, described or provided for in the within-
mentioned Indenture.

The Bank of New York, AS TRUSTEE

By:
   -------------------------------
          AUTHORIZED SIGNATORY


                                      C-4
<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                            State

                    Additional abbreviations may also be used
                          though not in the above list.

                                   ----------

               FOR VALUE RECEIVED the undersigned hereby sell(s),
                         assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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


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


--------------------------------------------------------------------------------
                   Please print or typewrite name and address
                      including postal zip code of assignee

---------------------------------------
the within note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said note on the books
of the Company, with full power of substitution
in the premises.

Dated:
      ----------------------------


                                        ----------------------------------------
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of the within instrument
                                        in every particular, without alteration
                                        or enlargement or any change whatever.

                                        Signature(s) must be guaranteed by a
                                        financial institution that is a member
                                        of the Securities Transfer Agents
                                        Medallion Program ("STAMP"), the Stock
                                        Exchange Medallion Program ("SEMP") or
                                        the New York Stock Exchange, Inc.
                                        Medallion Signature Program ("MSP").


                                      C-5
<PAGE>

                                    EXHIBIT D
                                  FORM OF NOTE

                            [FOLLOWING RELEASE DATE]

REGISTERED                                                            REGISTERED

                   Illinois Commerce Commission ID Number 5994

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                            SENIOR NOTE, __% DUE ____

CUSIP:                             PRINCIPAL AMOUNT:

ORIGINAL ISSUE DATE:               MATURITY DATE:

INTEREST RATE:                     NUMBER:

     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, a corporation of the State of
Illinois (the "COMPANY"), for value received hereby promises to pay to
____________ or registered assigns, the principal sum of ____________ DOLLARS
($___________) on the Maturity Date set forth above, and to pay interest thereon
from ___________ or from the most recent date to which interest has been paid or
duly provided for, semi-annually in arrears on __________ and __________ in each
year, commencing ___________, at the per annum Interest Rate set forth above,
until the principal hereof is paid or made available for payment. No interest
shall accrue on the Maturity Date, so long as the principal amount of this Note
is paid in full on the Maturity Date. The interest so payable and punctually
paid or duly provided for on any such Interest Payment Date will (except for
interest payable on the Maturity Date or, if applicable, upon redemption or
acceleration), as provided in the Indenture (as defined below), be paid to the
Person in whose name this Note is registered at the close of business on the
Regular Record Date for such interest, which shall be the ___________ or
____________ , as the case may be, next preceding such Interest Payment Date;
provided that the first Interest Payment Date for any Note, the Original Issue
Date of which is after a Regular Record Date but prior to the applicable
Interest Payment Date, shall be the Interest Payment Date following the next
succeeding Regular Record Date; and provided, that interest payable on the
Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be payable.
Except as otherwise provided in the Indenture (referred to on the reverse
hereof), any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Noteholders not
more than fifteen days nor fewer than ten days prior to such Special Record
Date. Principal, applicable premium and interest due at the Maturity of this
Note shall be payable in immediately available funds when due upon presentation
and surrender of this Note at the corporate trust office of the Trustee or at
the authorized office of any paying agent in the Borough of Manhattan, The City
and State of New York. Interest on this Note (other than interest payable at
Maturity) shall be paid by check payable in clearinghouse funds to the Holder as
its name appears on the


                                      D-1
<PAGE>

register; provided, that if the Trustee receives a written request from any
Holder of Notes, the aggregate principal amount of all of which having the same
Interest Payment Date as this Note equals or exceeds $10,000,000, on or before
the applicable Regular Record Date for such Interest Payment Date, interest on
the Note shall be paid by wire transfer of immediately available funds to a bank
within the continental United States (designated by such Holder in its request
or by direct deposit into the account of such Holder designated by such Holder
in its request if such account is maintained with the Trustee or any paying
agent.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent by manual signature of an authorized officer, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

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

                                        CENTRAL ILLINOIS PUBLIC SERVICE COMPANY


                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                        Attest:
                                               ---------------------------------

                                        Title:
                                              ----------------------------------

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

Dated:

This Note is one of the Notes of the series herein
designated, described or provided for in the within-
mentioned Indenture.

The Bank of New York, AS TRUSTEE

By:
   -------------------------------
          AUTHORIZED SIGNATORY


                                      D-2
<PAGE>

                            [FORM OF REVERSE OF NOTE]
                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                            SENIOR NOTE, __% DUE ____

     This Note is one of a duly authorized issue of Senior Notes, __% Due ____
Series (the "NOTES OF THIS SERIES") of the Company issued and to be issued under
an Indenture dated as of December 1, 1998, between the Company and The Bank of
New York, as trustee (herein called the "TRUSTEE", which term includes any
successor Trustee under the Indenture) and indentures supplemental thereto
(collectively, the "INDENTURE"). Under the Indenture, one or more series of
notes may be issued and, as used herein, the term "Notes" refers to the Notes of
this Series and any other outstanding series of Notes. Reference is hereby made
to the Indenture for a more complete statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Noteholders and of the terms upon which the Notes are and are to
be authenticated and delivered. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to $__________.

     Each Note of this Series shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date. Each Note
issued upon transfer, exchange or substitution of such Note shall bear the
Original Issue Date of such transferred, exchanged or substituted Note, as the
case may be.

     [Insert redemption provisions, if any]

     Interest payments for this Note shall be computed and paid on the basis of
a 360-day year of twelve 30-day months (and for any partial periods shall be
calculated on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months). In any case where any Interest Payment Date or the date
on which the principal of this Note is required to paid is not a Business Day,
then payment of principal, premium or interest need not be made on such date but
may be made on the next succeeding Business Day with the same force and effect
as if made on such Interest Payment Date or the date on which the principal of
this Note is required to be paid, and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment Date
or the date on which the principal of this Note is required to be paid.

     The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Notes (except for certain obligations including obligations to
register the transfer or exchange of Notes, replace stolen, lost or mutilated
Notes, maintain paying agencies and hold monies for payment in trust, all as set
forth in the Indenture) if the Company deposits with the Trustee money, U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an amount
sufficient, without reinvestment, to pay all the principal of and any premium
and interest on the Notes on the dates such payments are due in accordance with
the terms of the Notes.

     If an Event of Default shall occur and be continuing, the principal of the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture.


                                      D-3
<PAGE>

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor in lieu thereof whether
or not notation of such consent or waiver is made upon the Note.

     As set forth in and subject to the provisions of the Indenture, no Holder
of any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on this
Note on or after the respective due dates expressed here.

     No reference herein to the Indenture and to provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, places and rates and the coin or currency prescribed
in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Note register. Upon
surrender of this Note for registration or transfer at the corporate trust
office of the Trustee or such other office or agency as may be designated by the
Company in the Borough of Manhattan, the City and State of New York, endorsed by
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note registrar, duly executed by the Holder hereof or the
attorney in fact of such Holder duly authorized in writing, one or more new
Notes of this Series of like tenor and of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees.

     The Notes of this Series are issuable only in registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this Series are exchangeable for a like aggregate principal amount of
Notes of this Series of like tenor and of a different authorized denomination,
as requested by the Holder surrendering the same.

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

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this


                                      D-4
<PAGE>

Note is registered as the owner thereof for all purposes, whether or not this
Note is overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.

     The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflicts
of law principles thereof.

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


                                      D-5
<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common              UNIF GIFT
                                             MIN ACT - _____ Custodian ______
                                                       (Cust)          (Minor)
TEN ENT -- as tenants by the
entireties                                     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in
common                                       ______________________________
                                                            State

                    Additional abbreviations may also be used
                          though not in the above list.

                                   ----------

               FOR VALUE RECEIVED the undersigned hereby sell(s),
                         assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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


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


--------------------------------------------------------------------------------
                   Please print or typewrite name and address
                      including postal zip code of assignee

---------------------------------------
the within note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said note on the books
of the Company, with full power of substitution
in the premises.

Dated:
      ----------------------------


                                        ----------------------------------------
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of the within instrument
                                        in every particular, without alteration
                                        or enlargement or any change whatever.

                                        Signature(s) must be guaranteed by a
                                        financial institution that is a member
                                        of the Securities Transfer Agents
                                        Medallion Program ("STAMP"), the Stock
                                        Exchange Medallion Program ("SEMP") or
                                        the New York Stock Exchange, Inc.
                                        Medallion Signature Program("MSP").


                                      D-6