<PAGE>   1


                                                                     Exhibit 4.1


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






                 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

                                      TO

                             THE BANK OF NEW YORK

                                   TRUSTEE





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


                              FORM OF INDENTURE

                        DATED AS OF ___________, 2001




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





                                $-------------

               ___% JUNIOR SUBORDINATED DEBENTURES, SERIES [ ],

                                   DUE 2031






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


<PAGE>   2


                 Certain Sections of this Indenture relating to
                         Section 310 through 318 of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture                                                                             Indenture
  Act Section                                                                               Section
  -----------                                                                               -------

<S>                                                                                          <C>
   Section 310(a)(1)                ....................................................     6.09
              (a)(2)                ....................................................     6.09
              (a)(3)                ....................................................     Not Applicable
              (a)(4)                ....................................................     Not Applicable
              (b)                   ....................................................     6.08, 6.10
   Section 311(a)                   ....................................................     6.13
              (b)                   ....................................................     6.13
   Section 312(a)                   ....................................................     7.01
         7.02(a)(b)                 ....................................................     7.02(b)
              (c)                   ....................................................     7.02(c)
   Section 313(a)                   ....................................................     7.03(a)
              (b)                   ....................................................     7.03(a)
              (c)                   ....................................................     7.03(a)
              (d)                   ....................................................     7.03(b)
   Section 314(a)                   ....................................................     7.04
              (a)(4)                ....................................................     1.01, 10.04(b)
              (b)                   ....................................................     Not Applicable
              (c)(1)                ....................................................     1.02
              (c)(2)                ....................................................     1.02
              (c)(3)                ....................................................     Not Applicable
              (d)                   ....................................................     Not Applicable
              (e)                   ....................................................     1.02
   Section 315(a)                   ....................................................     6.01
              (b)                   ....................................................     6.02
              (c)                   ....................................................     6.01
              (d)                   ....................................................     6.01
              (e)                   ....................................................     5.14
   Section 316(a)                   ....................................................     1.01, 5.02
              (a)(1)(A)             ....................................................     5.12
              (a)(1)(B)             ....................................................     5.13
              (a)(2)                ....................................................     Not Applicable
              (b)                   ....................................................     5.08
              (c)                   ....................................................     1.04(c)
Section 317(a)(1)                   ....................................................     5.03
              (a)(2)                ....................................................     5.04
              (b)                   ....................................................     10.03
Section 318(a)                      ....................................................     1.07
</TABLE>

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

<PAGE>   3




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                              <C>
RECITALS OF THE COMPANY...........................................................................................1


                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01      Definitions....................................................................................2
Section 1.02      Compliance Certificates and Opinions...........................................................7
Section 1.03      Form of Documents Delivered to Trustee.........................................................8
Section 1.04      Acts of Holders; Record Dates..................................................................8
Section 1.05      Notices, Etc., to Trustee and the Company......................................................9
Section 1.06      Notice to Holders; Waiver......................................................................9
Section 1.07      Conflict with Trust Indenture Act.............................................................10
Section 1.08      Effect of Headings and Table of Contents......................................................10
Section 1.09      Successors and Assigns........................................................................10
Section 1.10      Separability Clause...........................................................................10
Section 1.11      Benefits of Indenture.........................................................................10
Section 1.12      GOVERNING LAW.................................................................................10
Section 1.13      Legal Holidays................................................................................11


                                   ARTICLE II

                                 SECURITY FORMS

Section 2.01      Forms Generally...............................................................................11
Section 2.02      Form of Face of Security......................................................................11
Section 2.03      Form of Reverse of Security...................................................................14
Section 2.04      Form of Trustee's Certificate of Authentication...............................................17


                                   ARTICLE III

                                 THE SECURITIES

Section 3.01      Title and Terms...............................................................................17
Section 3.02      Denominations.................................................................................19
Section 3.03      Execution, Authentication, Delivery and Dating................................................19
Section 3.04      Temporary Securities..........................................................................19
Section 3.05      Registration of Transfer and Exchange.........................................................20
Section 3.06      Mutilated, Destroyed, Lost and Stolen Securities..............................................21
Section 3.07      Payment of Interest; Interest Rights Preserved................................................22
</TABLE>

                                       i

<PAGE>   4

<TABLE>
<CAPTION>
<S>                                                                                                              <C>
Section 3.08      Persons Deemed Owners.........................................................................23
Section 3.09      Cancellation..................................................................................23
Section 3.10      Computation of Interest.......................................................................23
Section 3.11      Right of Set-off..............................................................................23
Section 3.12      CUSIP Numbers.................................................................................23
Section 3.13      Extended Maturity.............................................................................24


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.01      Satisfaction and Discharge of Indenture.......................................................24
Section 4.02      Application of Trust Money....................................................................25


                                    ARTICLE V

                                    REMEDIES

Section 5.01      Events of Default.............................................................................26
Section 5.02      Acceleration of Maturity; Rescission and Annulment............................................27
Section 5.03      Collection of Indebtedness and Suits for Enforcement by Trustee...............................28
Section 5.04      Trustee May File Proofs of Claim..............................................................28
Section 5.05      Trustee May Enforce Claims Without Possession of Securities...................................29
Section 5.06      Application of Money Collected................................................................29
Section 5.07      Limitation on Suits...........................................................................29
Section 5.08      Unconditional Right of Holders to Receive Principal and Interest..............................30
Section 5.09      Restoration of Rights and Remedies............................................................30
Section 5.10      Rights and Remedies Cumulative................................................................30
Section 5.11      Delay or Omission Not Waiver..................................................................31
Section 5.12      Control by Holders............................................................................31
Section 5.13      Waiver of Past Defaults.......................................................................31
Section 5.14      Undertaking for Costs.........................................................................31
Section 5.15      Waiver of Stay or Extension Laws..............................................................32


                                   ARTICLE VI

                                   THE TRUSTEE

Section 6.01      Certain Duties and Responsibilities...........................................................32
Section 6.02      Notice of Defaults............................................................................33
Section 6.03      Certain Rights of Trustee.....................................................................33
Section 6.04      Not Responsible for Recitals or Issuance of Securities........................................35
Section 6.05      May Hold Securities...........................................................................35
Section 6.06      Money Held in Trust...........................................................................35
Section 6.07      Compensation and Reimbursement................................................................35
Section 6.08      Disqualification; Conflicting Interests.......................................................36
</TABLE>

                                       ii
<PAGE>   5

<TABLE>
<CAPTION>
<S>                                                                                                              <C>
Section 6.09      Corporate Trustee Required; Eligibility.......................................................36
Section 6.10      Resignation and Removal; Appointment of Successor.............................................36
Section 6.11      Acceptance of Appointment by Successor........................................................38
Section 6.12      Merger, Conversion, Consolidation or Succession to Business...................................38
Section 6.13      Preferential Collection of Claims Against Company.............................................38


                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01      Company to Furnish Trustee Names and Addresses of Holders.....................................39
Section 7.02      Preservation of Information; Communications to Holders........................................39
Section 7.03      Reports by Trustee............................................................................39
Section 7.04      Reports by Company............................................................................40


                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01      Company May Consolidate, Etc. Only on Certain Terms...........................................40
Section 8.02      Successor Substituted.........................................................................41


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.01      Supplemental Indentures Without Consent of Holders............................................41
Section 9.02      Supplemental Indentures with Consent of Holders...............................................42
Section 9.03      Execution of Supplemental Indentures..........................................................43
Section 9.04      Effect of Supplemental Indentures.............................................................43
Section 9.05      Conformity with Trust Indenture Act...........................................................43
Section 9.06      Reference in Securities to Supplemental Indentures............................................43


                                    ARTICLE X

                    COVENANTS; REPRESENTATIONS AND WARRANTIES

Section 10.01     Payment of Principal and Interest.............................................................43
Section 10.02     Maintenance of Office or Agency...............................................................43
Section 10.03     Money for Security Payments to Be Held in Trust...............................................44
Section 10.04     Statement by Officers as to Default...........................................................45
Section 10.05     Additional Covenants..........................................................................45
</TABLE>

                                      iii
<PAGE>   6


<TABLE>
<CAPTION>
<S>                                                                                                              <C>
                                   ARTICLE XI

                           SUBORDINATION OF SECURITIES

Section 11.01     Securities Subordinate to Senior Indebtedness.................................................46
Section 11.02     Default on Senior Indebtedness................................................................46
Section 11.03     Liquidation; Dissolution; Bankruptcy..........................................................47
Section 11.04     Subrogation...................................................................................48
Section 11.05     Trustee to Effectuate Subordination...........................................................49
Section 11.06     Notice by the Company.........................................................................49
Section 11.07     Rights of the Trustee; Holders of Senior Indebtedness.........................................50
Section 11.08     Subordination May Not Be Impaired.............................................................50


                                   ARTICLE XII

                            REDEMPTION OF SECURITIES

Section 12.01     Optional and Special Event Redemption; Conditions to Optional Redemption......................51
Section 12.02     Applicability of Article......................................................................51
Section 12.03     Election to Redeem; Notice to Trustee.........................................................51
Section 12.04     Selection by Trustee of Securities to Be Redeemed.............................................51
Section 12.05     Notice of Redemption..........................................................................52
Section 12.06     Deposit of Redemption Price...................................................................52
Section 12.07     Securities Payable on Redemption Date.........................................................53
Section 12.08     Securities Redeemed in Part...................................................................53

TESTIMONIUM
SIGNATURES AND SEALS
ACKNOWLEDGMENTS
</TABLE>

                                       iv
<PAGE>   7


         INDENTURE, dated as of ___________, 2001, between The Cleveland
Electric Illuminating Company, a corporation duly organized and existing under
the laws of the State of Ohio (herein called the "Company"), having its
principal office at 76 South Main Street, Akron, Ohio, and The Bank of New York,
a New York banking corporation, as Trustee (herein called the "Trustee"). Unless
otherwise defined herein, all capitalized items used herein shall have the
meanings ascribed to them in the Amended and Restated Trust Agreement of
Cleveland Electric Financing Trust I (the "Trust") among the Company, The Bank
of New York, as trustee, The Bank of New York (Delaware), as trustee,
____________, an individual, as trustee, _____________, an individual, as
trustee, and the several Holders, as therein defined, dated as of _____________,
2001 (the "Trust Agreement"), as in effect on the date hereof, the form of which
is attached as Annex A hereto.

                             RECITALS OF THE COMPANY

         WHEREAS, the Trust may pursuant to the Underwriting Agreement dated
___________, 2001, among the Company, the Trust and the Underwriters named
therein (the "Underwriting Agreement") issue $___________ aggregate liquidation
preference (or up to $______ aggregate liquidation preference in the event that
underwriters exercise their over-allotment option granted pursuant to the
Underwriting Agreement) of its ___% Cumulative Trust Preferred Securities,
Series [ ], Due 2031, with a liquidation preference of $25 per Preferred
Security representing undivided beneficial interests in the assets of the Trust
(the "Preferred Securities");

         WHEREAS, the Company is guaranteeing the payment of distributions on
the Preferred Securities, and payment of the Redemption Price and payments on
liquidation with respect to the Preferred Securities, to the extent provided in
the Guarantee Agreement dated __________, 2001, by the Company and The Bank of
New York, as guarantee trustee (the "Parent Guarantee") for the benefit of the
holders of the Preferred Securities;

         WHEREAS, the Trust wishes to execute and deliver to the Company Common
Securities certificates evidencing an ownership interest in the Trust,
registered in the name of the Company, in an aggregate amount of _________
Common Securities (or up to ______Common Securities in the event that
underwriters exercise their over-allotment option granted pursuant to the
Underwriting Agreement) having an aggregate liquidation amount of $__________
(or up to $______in the event that underwriters exercise their over-allotment
option granted pursuant to the Underwriting Agreement) and in satisfaction of
the purchase price for such Common Securities the Company wishes to deliver to
the Trust the sum of $_____________;

         WHEREAS, the Company wishes to sell to the Trust and the Trust wishes
to purchase from the Company, Securities (as defined below) in an aggregate
principal amount of $__________ (or up to $ ______ in the event that
underwriters exercise their over-allotment option granted pursuant to the
Underwriting Agreement), and in satisfaction of the purchase price for such
Securities, the trustees of the Trust, on behalf of the Trust, wish to deliver
to the Company the sum equal to the aggregate principal amount of Securities
being purchased.


<PAGE>   8

         WHEREAS, the Company has duly authorized the creation of an issue of
its ____% Junior Subordinated Debentures, Series [ ], Due 2031 (the
"Securities"), of substantially the tenor and amount hereinafter set forth and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture; and

         WHEREAS, all things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                    ARTICLE I

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

         Section 1.01 DEFINITIONS. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

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

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles; and

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

         "Act," when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "Additional Interest" means, in the event that the Trust is required to
pay any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States or any other taxing
authority, such amounts as shall be required so that the net amounts received
and retained by the Trust after paying such taxes, duties, assessments or
governmental charges shall not be less than the amounts the Trust would have
received had no such taxes, duties, assessments or governmental charges been
imposed.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified

                                       2
<PAGE>   9

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

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

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

         "Business Day" means a day other than (x) a Saturday or a Sunday, (y) a
day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed or (z) a day on which the principal corporate
trust office of the Property Trustee under the Trust Agreement or the Trustee is
closed for business.

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

         "Common Securities" means the undivided beneficial interest in the
assets of the Trust, having a liquidation amount of $25 per Common Security, and
having the rights provided therefor in the Trust Agreement.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee in
New York, New York, at which at any particular time its corporate trust business
is administered, which at the date of this Indenture is 101 Barclay Street, New
York, New York 10286, Attention: Corporate Trust Administration.

         "Defaulted Interest" has the meaning specified in Section 3.07.

         "Event of Default" has the meaning specified in Section 5.01.

         "Extension Period" has the meaning specified in Section 3.01.

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

                                       3
<PAGE>   10

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "Interest Payment Date," when used with respect to any installment of
interest on a Security, means the date specified in such Security as the fixed
date on which an installment of interest with respect to the Securities is due
and payable.

         "Investment Company Event" means the receipt by the Administrative
Trustee (as defined in the Trust Agreement) of an Opinion of Counsel (as defined
in the Trust Agreement) experienced in practice under the Investment Company Act
of 1940, as amended (the "1940 Act"), to the effect that as a result of the
occurrence of a change in law or regulation by any legislative body, court,
governmental agency or regulatory authority (a "Change in 1940 Act Law"), the
Trust is or will be considered an "investment company" which is required to be
registered under the 1940 Act, which Change in 1940 Act Law becomes effective on
or after the date of the issuance of the Preferred Securities.

         "Maturity," when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity (as it may be extended pursuant
to Section 3.13 herein) or by declaration of acceleration, call for redemption
or otherwise.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, or
the Comptroller and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 10.04 shall
be the principal executive, financial or accounting officer of the Company.

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

         "Outstanding," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except: (i) Securities theretofore canceled by the Trustee
or delivered to the Trustee for cancellation; (ii) Securities for whose payment
or redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and (iii) Securities which have been paid pursuant to Section 3.06,
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; provided,
however, that in determining whether the Holders of the requisite amount of the
Securities

                                       4
<PAGE>   11

Outstanding have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Securities owned by the Company or any Affiliate of
the Company shall be disregarded and deemed not to be Outstanding, except that,
in determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustees the
pledgee's right so to act with respect to such Securities or any Affiliate of
the Company.

         "Parent Guarantee" has the meaning specified in the Recitals to this
instrument.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest (including any Additional Interest) on any Securities
on behalf of the Company.

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

         "Predecessor Security" of any particular Security means every previous
security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Preferred Securities" has the meaning specified in the Recitals to
this Indenture.

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the Business Day next preceding such Interest Payment Date; provided,
however, that in the event that the Securities are distributed to holders of
Preferred Securities pursuant to a liquidation of the Trust in accordance with
Section 9.04 of the Trust Agreement and that at any time thereafter the
Securities no longer remain in book-entry-only form, the Regular Record Date
shall be the date (whether or not a Business Day) 15 days prior to the relevant
Interest Payment Date.

         "Responsible Officer," when used with respect to the Trustee, means any
Vice President or any trust officer of the Trustee, which in each case is
assigned by the Trustee to its Corporate Trust Department (or any successor
department) and also means, with respect to a particular corporate trust matter,
any other trust officer to whom such matter is referred because of his knowledge
of and familiarity with the particular subject.

         "Securities" has the meaning specified in the Recitals to this
instrument.

                                       5
<PAGE>   12

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

         "Senior Indebtedness" means the principal of, premium, if any, interest
on and any other payment due pursuant to any of the following, whether
outstanding at the date hereof or hereafter incurred, created or assumed: (i)
all indebtedness of the Company on a consolidated basis (other than any
obligations to trade creditors) evidenced by notes, debentures, bonds, other
securities or other instruments issued by the Company for money borrowed and
capitalized lease obligations; (ii) all indebtedness of others of the kinds
described in the preceding clause (i) assumed or guaranteed in any manner by the
Company or in effect guaranteed by the Company; and (iii) all renewals,
extensions or refundings of indebtedness of the kinds described in either of the
preceding clauses (i) or (ii), unless, in the case of any particular
indebtedness, renewal, extension or refunding, the instrument creating or
evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, renewal, extension or refunding is not superior
in right of payment to or is pari passu with the Securities.

         "Special Event" means a Tax Event or an Investment Company Event.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

         "Stated Maturity," when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal, together with any accrued and unpaid
interest (including any Additional Interest), of such Security (as the same may
be extended pursuant to Section 3.13 herein) or such installment of interest is
due and payable.

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

         "Tax Event" means the receipt by the Administrative Trustee (as defined
in the Trust Agreement) of the Trust of an Opinion of Counsel (as defined in the
Trust Agreement) from nationally recognized independent counsel experienced in
such matters to the effect that, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws or treaties (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, (b) any amendment to or change in an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority (including the
enactment of any legislation or the publication of any judicial decision or
regulatory determination on or after the date of the issuance of the Preferred
Securities), (c) any interpretation or pronouncement of any such body, court,
agency or authority that provides for a position with respect to such laws or
regulations that differs from the theretofore generally accepted position, or
(d) any action taken by any governmental agency or regulatory authority, which
amendment or change is enacted, promulgated or effective, or which

                                       6
<PAGE>   13

interpretation or pronouncement is issued or announced, or which action is
taken, in each case on or after the date of the issuance of the Preferred
Securities, there is more than an insubstantial risk that (i) the Trust is, or
will be, subject to United States federal income tax with respect to income
accrued or received on the Securities, (ii) interest payable on the Securities
is not, or will not be, fully deductible by the Company for United States
federal income tax purposes or (iii) the Trust is, or will be, subject to more
than a de minimis amount of other taxes, duties or other governmental charges.

         "Trust Agreement" has the meaning specified in the first paragraph of
this Indenture.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

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

          "Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

         Section 1.02 COMPLIANCE CERTIFICATES AND OPINIONS. Except as otherwise
expressly provided by this Indenture, upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture,
the Company shall furnish to the Trustee (a) an Officers' Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and (b) an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

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

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

                 (ii) 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;

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

                                       7
<PAGE>   14

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

         Section 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

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

         Section 1.04 ACTS OF HOLDERS; RECORD DATES. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

                                       8
<PAGE>   15

                  (c) The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders. If not set
by the Company prior to the first solicitation of a Holder made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 7.01) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

                  (d) The ownership of Securities shall be proved by the
Security Register.

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

         Section 1.05 NOTICES, ETC., TO TRUSTEE AND THE COMPANY. Except as
otherwise expressly provided herein, any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         Attention: Corporate Trust Administration, or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument or at any
         other address previously furnished in writing to the Trustee by the
         Company.

         Section 1.06 NOTICE TO HOLDERS; WAIVER. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                                       9
<PAGE>   16

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         Section 1.07 CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

         Section 1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof. All references in this Indenture to
Articles and Sections are to Articles and Sections of this Indenture unless
otherwise specified.

         Section 1.09 SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by the Company shall bind its respective successors and assigns,
whether so expressed or not.

         Section 1.10 SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         Section 1.11 BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the holders of Senior Indebtedness, the
holders of Preferred Securities (to the extent provided herein) and the Holders
of Securities, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

         Section 1.12 GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW OR ANY SUCCESSOR TO SUCH STATUTE).

         Section 1.13 LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal of the Securities need not be made
on such date, but may be made on the next succeeding Business Day (except that,
if such Business Day is in the next succeeding calendar year, such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, shall be
the immediately preceding Business Day) with the same force and effect as if
made on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

                                       10
<PAGE>   17

                                   ARTICLE II

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

         Section 2.01 FORMS GENERALLY. The Securities and the Trustee's
certificates of authentication shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.

         The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these or other methods, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

         Section 2.02        FORM OF FACE OF SECURITY.

                   THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

                ____% JUNIOR SUBORDINATED DEBENTURE, SERIES [ ],
                                    DUE 2031

No.________________                                                 $___________
                                                           CUSIP No. ___________

         THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation duly
organized and existing under the laws of the State of Ohio (herein called "the
Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________, or registered assigns, the principal sum of __________ DOLLARS
($__________) on __________ (or on such later date on or before __________, if
the Company elects to extend the maturity date pursuant to the Indenture) and to
pay interest on said principal sum from _____________ or from the most recent
interest payment date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, quarterly (subject to the extension
of an interest payment period as set forth herein), in arrears, on March 31,
June 30, September 30 and December 31 of each year, commencing _____________, at
the rate of ___% per annum plus Additional Interest, if any, until the principal
hereof shall have become due and payable, and on any overdue principal and
(without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any interest installment in arrears for
more than one quarter and on any interest on such overdue interest at the same
rate per annum. The amount of interest payable for any period will be computed
on the basis of twelve 30-day months and a 360-day year. In the event that any
date on which interest is payable on this Security is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if

                                       11
<PAGE>   18

made on the date the payment was originally payable. A "Business Day" means a
day other than (x) a Saturday or a Sunday, (y) a day on which banks in The City
of New York are authorized or obligated by law or executive order to remain
closed or (z) a day on which the principal corporate trust office of the
Property Trustee under the Trust Agreement or the Trustee is closed for
business. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the person in whose name this Security (or one or more Predecessor
Securities, as defined in the Indenture) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be the
close of business on the Business Day next preceding such Interest Payment Date.
[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER
REPRESENTED BY A GLOBAL NOTE, shall be the date (whether or not a Business Day)
15 days prior to the relevant Interest Payment Date.] Any such interest
installment not so punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
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 Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

         The Company shall have the right at any time during the term of this
Security, from time to time, to extend the interest payment period of such
Security for up to 20 consecutive quarters (an "Extension Period"), during which
Extension Period interest will accrue but not be paid. Interest will accrue
quarterly on accrued but unpaid interest during any Extension Period. At the end
of such Extension Period, the Company shall pay all interest then accrued and
unpaid hereon (including interest accrued on unpaid interest as described above
at the rate specified for this Security to the extent that payment of such
interest is permitted by applicable law). During any such Extension Period, the
Company shall not (a) declare or pay dividends on, or make a distribution with
respect to, or redeem, purchase, acquire, or make a liquidation payment with
respect to, any of its capital stock, or (b) make any payment of interest,
principal or premium, if any on or repay, repurchase or redeem any debt
securities issued by the Company that rank pari passu with or junior to this
Security, or (c) make any guarantee payment with respect to the foregoing (other
than payments under the Parent Guarantee); provided, however, that the foregoing
restrictions do not apply to (A) dividends or distributions in common stock of
the Company, (B) redemptions or purchases of any rights pursuant to any
stockholder's rights plan, or the issuance of rights, stock or other property
under any stockholder's rights plan, and the declaration of a dividend of such
rights or the issuance of preferred stock under such plans in the future, (C)
payments under the Parent Guarantee or under any similar guarantee by the
Company with respect to any securities of its subsidiaries, provided the
proceeds from the issuance of such securities were used to purchase junior
subordinated deferrable interest debentures issued by such subsidiary, (D)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants; a dividend reinvestment or stockholder stock
purchase plan; or the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the Event of Default or



                                       12
<PAGE>   19

Extension Period, (E) an exchange, redemption or conversion of any class or
series of the Company's capital stock (or any capital stock of a subsidiary of
the Company) for any class or series of the Company's capital stock or of any
class or series of the Company's indebtedness for any class or series of the
Company's capital stock, (F) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (G) any
dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such stock and (H) purchases of common stock
required to prevent the loss or secure the renewal or reinstatement of any
government license or franchise held by the Company or any of its subsidiaries.
Prior to the termination of any such Extension Period, the Company may further
extend the interest payment period, provided that such Extension Period together
with all such previous and further extensions thereof shall not exceed 20
consecutive quarters or extend beyond the Maturity of this Security. Upon the
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due, the Company may select a
new Extension Period, subject to the above requirements. No interest shall be
due and payable during an Extension Period, except at the end thereof. The
Company shall give the Holder of this Security and the Trustee notice of its
selection of an Extension Period at least one Business Day prior to the earlier
of (i) the Interest Payment Date or (ii) the date the Trust is required to give
notice to the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred Securities of the record date or the
date such distributions are payable, but in any event not less than one Business
Day prior to such record date.

         Payment of the principal of and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in The City
of New York, which unless changed, shall be the Corporate Trust Office of the
Trustee, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made (i)
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Person entitled thereto as specified in the Security Register.

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided, and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.



                                       13
<PAGE>   20

         Reference is hereby made to the further provisions of the Indenture
summarized on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, The Cleveland Electric Illuminating Company has
caused this instrument to be duly executed under its corporate seal.

Dated: __________, ____

                                 THE CLEVELAND ELECTRIC ILLUMINATING COMPANY



                                 By:
                                    -----------------------------------------
                                      Name:
                                      Title:
Attest:

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

         Section 2.03 FORM OF REVERSE OF SECURITY. This Security is one of a
duly authorized issue of Securities of the Company, designated as its ___%
Junior Subordinated Debentures, Series [ ], Due 2031 (herein called the
"Securities"), limited in aggregate principal amount to $_____________, issued
under an Indenture, dated as of _____________, 2001 (as amended and supplemented
from time to time herein, called the "Indenture"), between the Company and The
Bank of New York, as Trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Trustee, the Company and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.

         All terms used in this Security which are defined in the Indenture or
in the Trust Agreement attached as Annex A thereto shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.

         On or after _____________, the Company shall have the right, subject to
the terms and conditions of Article Twelve of the Indenture, to redeem this
Security at the option of the Company, without premium or penalty, in whole at
any time or in part from time to time, at a Redemption Price equal to 100% of
the principal amount to be redeemed together with any accrued but unpaid
interest, including Additional Interest, if any, to the Redemption Date. If a
Special Event as defined in Article One of the Indenture shall occur and be
continuing, the Company shall have the right, subject to the terms and
conditions of Article Twelve of the



                                       14
<PAGE>   21

Indenture, to redeem this Security at the option of the Company, without premium
or penalty, at any time, in whole but not in part, at a Redemption Price equal
to 100% of the principal amount thereof plus accrued but unpaid interest,
including any Additional Interest, if any, to the Redemption Date fixed by the
Company (the "Redemption Price"), which Redemption Date shall be within 90 days
following the occurrence of such Special Event. Any redemption pursuant to this
paragraph will be made upon not less than 30 nor more than 60 days' notice, at
the Redemption Price. If the Securities are only partially redeemed by the
Company, the Securities will be redeemed pro rata, by lot or in such other
manner as the Trustee shall deem appropriate and fair in its discretion and that
may provide for the selection of a portion or portions (equal to twenty-five
U.S. dollars ($25) or any integral multiple thereof) of the principal amount of
any Security.

         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

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

         The Indenture contains provisions for satisfaction and discharge at any
time of the entire indebtedness of this Security upon compliance by the Company
with certain conditions set forth in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of Holders on not less than a majority in principal
amount of the Outstanding Securities, to modify the Indenture in a manner
affecting the rights of the Holders of the Securities; provided that no such
modification may, without the consent of the Holder of each Outstanding
Security, (i) extend the maturity of the Securities subject to the Company's
right hereunder to extend the maturity of the Securities to a date before
_____________, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon subject to the Company's right
hereunder to extend the interest payment period of this Security for up to 20
consecutive quarters, or reduce any premium payable upon the redemption thereof,
or (ii) reduce the percentage of principal amount of the Securities, the Holders
of which are required to consent to any such modification of the Indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest (including
any Additional Interest) on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



                                       15
<PAGE>   22

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in The City of New York maintained for such
purpose, which, unless changed, shall be the Corporate Trust Office of the
Trustee, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. 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 Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Securities are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH STATUTE).

         .

         Section 2.04 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. This is
one of the Securities referred to in the within-mentioned Indenture.



                                                           THE BANK OF NEW YORK,
                                                                      as Trustee


                                       16
<PAGE>   23

                                                       By: _____________________
                                                            Authorized Signatory


                                   ARTICLE III

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

         Section 3.01 TITLE AND TERMS. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
limited to $_____________(or up to $_______ aggregate principal amount of
Securities in the event that the underwriters exercise their over-allotment
option granted pursuant to the Underwriting Agreement), except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06
or 12.08.

         The Securities shall be known and designated as the "___% Junior
Subordinated Debentures, Series [ ], Due 2031" of the Company. Their Stated
Maturity shall be _____________ (or such later date on or before _____________
as the Company may elect pursuant to the provisions of Section 3.13(a) hereof)
and they shall bear interest at the rate of ___% per annum, from _____________,
2001 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, payable quarterly (subject to the
extension of an interest payment as set forth herein), in arrears, on March 31,
June 30, September 30 and December 31 of each year, commencing ________, 2001
until the principal thereof is paid or made available for payment. Interest will
accrue quarterly at the rate of ___% per annum on any interest installment in
arrears for more than one quarter and on any interest on such overdue interest.
In the event that any date on which interest is payable on the Securities is not
a Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (except that, if such
Business Day is in the next succeeding calendar year, such Interest Payment Date
shall be the immediately preceding Business Day) (and without any interest or
other payment in respect of any such delay).

         The Company shall have the right, at any time during the term of the
Securities, from time to time to extend the interest payment period for up to 20
consecutive quarters (an "Extension Period") during which Extension Period
interest will accrue but not be paid. Interest will accrue quarterly on accrued
but unpaid interest during any Extension Period. At the end of such Extension
Period the Company shall pay all interest then accrued and unpaid thereon
(including interest accrued on unpaid interest as described above at the rate
specified for the Securities to the extent that such payment of interest is
permitted by applicable law). During any such Extension Period, the Company
shall not (a) declare or pay dividends on, or make a distribution with respect
to, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of its capital stock, or (b) make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities issued by
the Company that rank pari passu with or junior to the Securities, or (c) make
any guarantee payment with respect to the foregoing (other than payments under
the Parent Guarantee); provided, however, that the foregoing restrictions do not
apply to (A) dividends or distributions in common stock of the Company, (B)
redemptions or purchases of any rights pursuant to any stockholder's rights
plan, or the issuance of rights, stock or other property under any stockholder's
rights plan, and the declaration of a dividend of such rights or the issuance of
preferred stock under such plans in the



                                       17
<PAGE>   24

future, (C) payments under the Parent Guarantee or under any similar guarantee
by the Company with respect to any securities of its subsidiaries, provided the
proceeds from the issuance of such securities were used to purchase junior
subordinated deferrable interest debentures issued by such subsidiary, (D)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants; a dividend reinvestment or stockholder stock
purchase plan; or the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the Event of Default or Extension
Period, (E) an exchange, redemption or conversion of any class or series of the
Company's capital stock (or any capital stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (F) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (G) any dividend in the form
of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock and (H) purchases of common stock required to prevent
the loss or secure the renewal or reinstatement of any government license or
franchise held by the Company or any of its subsidiaries. Prior to the
termination of any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period together with all
such previous and further extensions thereof shall not exceed 20 consecutive
quarters or extend beyond the Maturity of the Securities. Upon the termination
of any Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest then due, the Company may select a new Extension
Period, subject to the above requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof. The Company shall give
the Holder and the Trustee notice of its selection of an Extension Period at
least one Business Day prior to the earlier of (i) the Interest Payment Date or
(ii) the date the Trust is required to give notice to the New York Stock
Exchange or other applicable self-regulatory organization or to holders of the
Preferred Securities of the record date or the date such distributions are
payable, but in any event not less than one Business Day prior to such record
date.

         The principal of and interest on the Securities shall be payable at the
office or agency of the Company in The City of New York maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made (i)
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Person entitled thereto as specified in the Security Register.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Eleven.

         The Securities shall be redeemable as provided in Article Twelve.



                                       18
<PAGE>   25

         Section 3.02 DENOMINATIONS. The Securities shall be issuable only in
registered form, without coupons, and only in denominations of $25 and any
integral multiple thereof.

         Section 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal affixed thereto or reproduced thereon
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

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

         At any time from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities as in this Indenture
provided and not otherwise.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

         Section 3.04 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 10.02, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

         Section 3.05 REGISTRATION OF TRANSFER AND EXCHANGE. The Company shall
cause to be kept at the Corporate Trust Office of the Trustee a register (the
register maintained in such office



                                       19
<PAGE>   26

and in any other office or agency designated pursuant to Section 10.02 being
herein sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 10.02 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount.

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04 or 9.06 not involving any transfer.

         The Company shall not be required (i) to issue, to register the
transfer of or to exchange Securities during a period of 15 days before the day
of the mailing of a notice of redemption of Securities selected for redemption
under Section 12.04 hereof and ending at the close of business on the day of
such mailing, or (ii) to register the transfer of or to exchange any Security
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

         Section 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of like tenor and principal amount and bearing a number not contemporaneously
Outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in



                                       20
<PAGE>   27

the absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and bearing a number
not contemporaneously Outstanding.

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

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

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

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

         Section 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest which shall be not more



                                       21
<PAGE>   28

         than 15 days and not less than 10 days prior to the date of the
         proposed payment and not less than 10 days after the receipt by the
         Trustee of the notice of the proposed payment. The Trustee shall
         promptly notify the Company of such Special Record Date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be mailed, first-class postage prepaid, to each Holder at
         his address as it appears in the Security Register, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following clause (2).

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

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

         Section 3.08 PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee shall treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and (subject to Section 3.07) interest (including any Additional
Interest) on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

         Section 3.09 CANCELLATION. All Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and, if not
theretofore canceled, shall be promptly canceled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section 3.09, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of as in accordance with the Trustee's then customary practice for
disposing of Securities, unless otherwise directed by a Company Order; provided,
however, that the Trustee shall not be required to destroy any of such canceled
Securities.

         Section 3.10 COMPUTATION OF INTEREST. Interest on the Securities shall
be computed on the basis of a 360-day year of twelve 30-day months.



                                       22
<PAGE>   29

         Section 3.11 RIGHT OF SET-OFF. Notwithstanding anything to the contrary
in this Indenture, the Company shall have the right to set-off any payment it is
otherwise required to make hereunder to the extent the Company has theretofore
made, or is concurrently on the date of such payment making, a payment under the
Parent Guarantee.

         Section 3.12 CUSIP NUMBERS. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

         Section 3.13 EXTENDED MATURITY. (a) The Company may, at any time before
the day which is 90 days before the Stated Maturity set forth in Section 3.01
above, elect to extend such Stated Maturity once only to a date not later than
______, provided that the following conditions in this Section 3.13(a) are
satisfied both at the date the Company gives notice in accordance with Section
3.13(b) of its election to extend the Maturity and at the Stated Maturity set
forth in Section 3.01 above:

                  (i) the Company is not in bankruptcy or otherwise insolvent;

                  (ii) the Company is not in default on any Securities issued to
         the Trust or any trustee of the Trust in connection with the issuance
         of Preferred Securities;

                  (iii) the Company has made timely payments on the Securities
         for the immediately preceding six quarters without deferrals;

                  (iv) the Trust is not in arrears on payments of distributions
         on the Preferred Securities issued by it; and

                  (v) the Securities are rated in any of the three highest
         rating categories or the equivalent by any one of Standard & Poor's
         Corporation or Moody's Investors or any other nationally recognized
         statistical rating organization; and

                  (b) If the Company elects to extend the Stated Maturity in
accordance with Section 3.13(a), the Company shall give notice to Holders of the
Securities, the Property Trustee, the Trust and the Trustee of the new Stated
Maturity at least 90 days before the Stated Maturity set forth in Section 3.01
above. In addition, the Company shall provide the Trustee with an Officers'
Certificate and such documentation, if any, as the Trustee may reasonably
request establishing that the conditions precedent contained in Section 3.13(a)
have been complied with.


                                       23
<PAGE>   30

                                   ARTICLE IV

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

         Section 4.01 SATISFACTION AND DISCHARGE OF INDENTURE. Except with
respect to certain provisions as expressly provided herein, this Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities herein expressly provided for), and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

                  (1) either

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.06 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 10.03) have been delivered to the Trustee
                  for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                               (i) have become due and payable, or

                               (ii) will become due and payable at their Stated
                  Maturity within one year, or

                               (iii) are to be called for redemption within one
                  year under arrangements satisfactory to the Trustee for the
                  giving of notice of redemption by the Trustee in the name, and
                  at the expense, of the Company

                  and the Company, in the case of (i), (ii) or (iii) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for the purpose an amount sufficient to pay and
                  discharge the entire indebtedness on such Securities not
                  theretofore delivered to the Trustee for cancellation, for
                  principal and interest (including any Additional Interest) to
                  the date of such deposit (in the case of Securities which have
                  become due and payable) or to the Stated Maturity or
                  Redemption Date, as the case may be; or

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

                  (2) 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.

                                       24
<PAGE>   31

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

         Section 4.02 APPLICATION OF TRUST MONEY. Subject to the provisions of
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and interest for whose payment such money has been deposited with
the Trustee. The Trustee shall not invest money deposited with it pending
distribution of such amounts.


                                    ARTICLE V

                                    REMEDIES
                                    --------

         Section 5.01 EVENTS OF DEFAULT. "Event of Default," wherever used
herein, means any one of the following events that has occurred and is
continuing (whatever the reason for such Event of Default and whether it shall
be occasioned by the provisions of Article XI or be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body):

                  (1) failure for 30 days to pay any interest on the Securities,
         including any Additional Interest in respect thereof, when due (subject
         to the deferral of any due date in the case of an Extension Period); or

                  (2) failure to pay any principal on the Securities when due
         whether at Maturity, upon redemption, by declaration or otherwise; or

                  (3) failure to observe or perform in any material respect any
         other covenant herein for 90 days after written notice to the Company
         from the Trustee or to the Company and the Trustee from the holders of
         at least 25% in principal amount of the Outstanding Securities given by
         registered or certified mail, specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                  (4) entry by a court having jurisdiction in the premises of
         (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable federal or state
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order 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 federal or state law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or of substantially all of the property of the
         Company, or ordering the winding up or liquidation of its affairs, and
         the continuance of any such decree or order

                                       25
<PAGE>   32

         for relief or any such other decree or order unstayed and in effect for
         a period of 90 consecutive days; or

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

         Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default described in clause (1), (2), (3) or (5) of Section 5.01 occurs
and is continuing, then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities shall have the
right, by a notice in writing to the Company (and to the Trustee if given by
Holders), to declare the principal of and the interest on all the Securities
(including any Additional Interest) and any other amounts payable hereunder to
be due and payable immediately, and upon any such declaration such principal and
all accrued interest shall become immediately due and payable; provided,
however, that if upon the occurrence and continuation of an Event of Default
described in clause (1), (2), (3) or (5) of Section 5.01, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities fail to declare the payment of all amounts on the Securities to be
immediately due and payable, the holders of at least 25% in aggregate
liquidation preference of Preferred Securities then outstanding shall have such
right, by a notice in writing to the Company and to the Trustee, to enforce any
and all other rights of Holders of Securities as creditors with respect to the
Securities. If an Event of Default described in Section 5.01(4) occurs and is
continuing, then and in every such case the principal of and the interest on all
the Securities (including any Additional Interest) and any other amounts payable
hereunder shall become immediately due and payable without any action on the
part of the Trustee or the Holders of the Outstanding Securities.

         At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

                  (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay



                                       26
<PAGE>   33

                           (A) all overdue interest (including any Additional
                  Interest) on all Securities,

                           (B) the principal of any Securities which have become
                  due otherwise than by such declaration of acceleration and
                  interest thereon at the rate borne by the Securities,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest (including any
                  Additional Interest) at the rate borne by the Securities, and

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2) all Events of Default, other than the non-payment of the
         principal of Securities which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 5.13.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if

                  (1) default is made in the payment of any interest (including
         any Additional Interest) on any Security when such interest becomes due
         and payable and such default continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of any
         Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest (including any Additional Interest), and,
to the extent that payment thereof shall be legally enforceable, interest on any
overdue principal and on any overdue interest (including any Additional
Interest), at the rate borne by the Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.



                                       27
<PAGE>   34

         Section 5.04 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act or otherwise in order to have claims of
the Holders and the Trustee (including any claim for amounts due to the Trustee
under Section 6.07) allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         Section 5.05 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         Section 5.06 APPLICATION OF MONEY COLLECTED. Subject to Article XI, any
money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest (including any
Additional Interest), upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 6.07;

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

                  THIRD: The balance, if any, to the Company or any other
         Persons entitled thereto.



                                       28
<PAGE>   35

         Section 5.07 LIMITATION ON SUITS. No Holder of any Security shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities shall have made written request to the
         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

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

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

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities;

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

         Section 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST. Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and (subject to Section 3.07) interest
(including any Additional Interest) on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

         Section 5.09 RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         Section 5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and


                                       29
<PAGE>   36

remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

         Section 5.12 CONTROL BY HOLDERS. The Holders of a majority in principal
amount of the Outstanding Securities 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

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture;

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction; and

                  (3) the Trustee shall not determine that the action so
         directed would subject the Trustee to personal liability or expense for
         which the Trustee has not received a satisfactory indemnity.

         Section 5.13 WAIVER OF PAST DEFAULTS. Subject to Section 9.02 hereof,
the Holders of not less than a majority in principal amount of the Outstanding
Securities may on behalf of the Holders of all the Securities waive any past
default hereunder and its consequences, except a default

                  (1) in the payment of the principal of or interest (including
         any Additional Interest) on any Security (unless such default has been
         cured and a sum sufficient to pay all matured installments of interest
         and principal due otherwise than by acceleration has been deposited
         with the Trustee); or

                  (2) in respect of a covenant or provision hereof which under
         Article IX cannot be modified or amended without the consent of the
         Holder of each Outstanding Security affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         Section 5.14 UNDERTAKING FOR COSTS. 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, a court may require any
party litigant in such suit to file an undertaking



                                       30
<PAGE>   37

to pay the costs of such suit, and may assess costs against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or the Trustee or in any suit
for the enforcement of the right to receive the principal of and interest
(including any Additional Interest) on any Security.

         Section 5.15 WAIVER OF STAY OR EXTENSION LAWS. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which nay 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 VI

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

         Section 6.01 CERTAIN DUTIES AND RESPONSIBILITIES. (a) Except during the
continuance of an Event of Default,

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

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

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

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

                         (1) this subsection shall not be construed to limit the
         effect of subsection (a) of this Section 6.01;



                                       31
<PAGE>   38

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

                         (3) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders of a majority in principal amount of
         the Outstanding Securities, 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; and

                         (4) 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 6.01. The permissive right of the Trustee to do things enumerated
in this Indenture shall not be construed as a duty and it shall not be
answerable for other than its own negligent action, its own negligent failure to
act or its own willful misconduct.

         Section 6.02 NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder, the Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Security Register, notice of such
default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that except in the case of a default in the
payment of the principal of (or premium, if any) or interest on any Security,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders. For the purpose of this
Section 6.02, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default.

         Section 6.03 CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 6.01:

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

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

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



                                       32
<PAGE>   39

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

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

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

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

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

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

                  (i) the Trustee shall not be charged with knowledge or deemed
to have notice of any default or Event of Default with respect to the Securities
unless either (1) a Responsible Officer of the Trustee shall have actual
knowledge of the default or Event of Default, as the case may be, or (2) written
notice of such default or Event of Default, as the case may be, shall have been
received by a Responsible Officer of the Trustee at the Corporate Trust Office
of the Trustee by the Company or by any Holder of the Securities, and such
notice references the Securities or this Indenture;

                  (j) no provision of this Indenture shall be deemed to impose
any duty or obligation on the Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it in any jurisdiction
in which it shall be illegal, or in which the Trustee shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts
or to exercise any such right, power, duty or obligation; and no permissive
power or authority available to the Trustee shall be construed to be a duty; and



                                       33
<PAGE>   40

                  (k) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

         Section 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

         Section 6.05 MAY HOLD SECURITIES. The Trustee, any Paying Agent, any
Security Registrar, or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar, or such
other agent. Money held by the Trustee in trust hereunder shall not be invested
by the Trustee pending distribution thereof to the holders of the Securities.

         Section 6.06 MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

         Section 6.07 COMPENSATION AND REIMBURSEMENT. The Company agrees

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

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith, and

                  (3) to indemnify the Trustee for, and to hold it harmless from
         and against, any and all loss, damage, claim, liability or expense,
         including taxes (other than taxes based on the income of the Trustee)
         incurred without negligence or bad faith on its part, arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of defending itself
         against any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder.

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by



                                       34
<PAGE>   41

the Trustee as such, except funds held in trust under Section 4.02. In addition
to any of the rights of the Trustee herein and not by way of prejudice, should
the Trustee incur expenses or render services in connection with an Event of
Default specified in Section 5.01(4) or Section 5.01(5), those expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law.

         "Trustee" for purposes of this Section 6.07 shall include any
predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.

         The provisions of this Section 6.07 shall survive the termination of
this Indenture and the payment of the Securities.

         Section 6.08 DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such conflicting interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. The Trust Agreement
and the Parent Guarantee shall be deemed to be specifically described in this
Indenture for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.

         Section 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at
all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000 and has its Corporate Trust Office in New
York, New York. If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         Section 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

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

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

                  (d) If at any time:



                                       35
<PAGE>   42

                         (1) the Trustee shall fail to comply with Section 6.08
         after written request therefor by the Company or by any Holder who has
         been a bona fide Holder of a Security for at least six months, or

                         (2) the Trustee shall cease to be eligible under
         Section 6.09 and shall fail to resign after written request therefor by
         the Company or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company if no successor Trustee shall have been so appointed by
the Company or the Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Security for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.06. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

         Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; provided that, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject, nevertheless, to the retiring
Trustee's prior lien provided for in Section 6.07. Upon request of any such
successor Trustee, the Company shall execute any and



                                       36
<PAGE>   43

all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

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

         Section 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such Person
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

         Section 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor). For purposes of Section 311(b) of the Trust
Indenture Act:

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

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


                                   ARTICLE VII

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

         Section 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee



                                       37
<PAGE>   44

                  (a) semiannually, not later than [February 15] and [August 15]
in each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of a date not more than 15 days prior to
the delivery thereof, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

         Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

                  (b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

                  (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.

         Section 7.03 REPORTS BY TRUSTEE. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. Such of those reports as are required to be
transmitted by the Trustee pursuant to the provisions of Section 313(a) of the
Trust Indenture Act shall be so transmitted within 60 days after [July 31] of
each year, commencing with [July 31,] _____________.

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

         Section 7.04 REPORTS BY COMPANY. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information



                                       38
<PAGE>   45

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).

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
              ----------------------------------------------------

         Section 8.01 COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

                  (1) in case the Company shall consolidate with or merge into
         another Person or convey, transfer or lease its properties and assets
         substantially as an entirety to any Person, the Person formed by such
         consolidation or into which the Company is merged or the Person which
         acquires by conveyance or transfer, or which leases the properties and
         assets of the Company substantially as an entirety shall be a
         corporation, partnership or trust, shall be organized and validly
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia and shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form satisfactory to the Trustee, the due and punctual payment of
         the principal of and interest (including any Additional Interest) on
         all the Securities and the performance or observance of every covenant
         of this Indenture on the part of the Company to be performed or
         observed;

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Company or
         a Subsidiary as a result of such transaction as having been incurred by
         the Company or such Subsidiary at the time of such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing;

                  (3) such consolidation or merger or conveyance, transfer or
         lease of properties or assets of the Company is permitted under, and
         does not give rise to any breach or violation of, the Trust Agreement
         or the Parent Guarantee; and

                  (4) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

         Section 8.02 SUCCESSOR SUBSTITUTED. Upon any consolidation of the
Company with, or merger of the Company into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 8.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same



                                       39
<PAGE>   46

effect as if such successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE IX

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

         Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

                  (1) to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants of
         the Company herein and in the Securities; or

                  (2) to add to the covenants of the Company for the benefit of
         the Holders, or to surrender any right or power herein conferred upon
         the Company; or

                  (3) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture which shall not be inconsistent
         with the provisions of this Indenture, provided that such action
         pursuant to this clause (3) shall not adversely affect the interests of
         the Holders of the Securities or, so long as any of the Preferred
         Securities shall remain outstanding, the holders of the Preferred
         Securities; or

                  (4) to comply with the requirements of the Commission in order
         to effect or maintain the qualification of this Indenture under the
         Trust Indenture Act.

         Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than 66 2/3% in principal amount of the
Outstanding Securities, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into 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 modifying in any manner the rights of the
Holders under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

                  (1) change the Maturity of the principal of, or the Stated
         Maturity of any installment of interest on (including any Additional
         Interest) any Security (subject to the Company's right to extend the
         Stated Maturity of the Security pursuant to Section 3.13(a)), or reduce
         the principal amount thereof or the rate of interest thereon, or change
         the place of payment where, or the coin or currency in which, any
         Security or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Maturity or, as the case may be, the Stated Maturity thereof (or,



                                       40
<PAGE>   47

         in the case of redemption, on or after the Redemption Date), or modify
         the provisions of this Indenture with respect to the subordination of
         the Securities in a manner adverse to the Holders,

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities, the consent of whose Holders is required for
         any such supplemental indenture, or the consent of whose Holders is
         required for any waiver (of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences)
         provided for in this Indenture, or

                  (3) modify any of the provisions of this Section or Section
         5.13, except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Outstanding Security affected
         thereby;

provided that, so long as any of the Preferred Securities remains outstanding,
no such amendment shall be made that adversely affects the holders of the
Preferred Securities, and no termination of this Agreement shall occur, and no
waiver of any Event of Default or compliance with any covenant under this
Agreement shall be effective, without the prior consent of the holders of at
least 66 2/3% of the aggregate liquidation preference of the Preferred
Securities at the time outstanding, calculated in the manner provided in the
Trust Agreement, unless and until the Securities and all accrued and unpaid
interest (including any Additional Interest) thereon have been paid in full.

         It shall not be necessary for any Act of Holders or any consent of
holders of Preferred Securities under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof.

         Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

         Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

         Section 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this



                                       41
<PAGE>   48

Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.


                                    ARTICLE X

                    COVENANTS; REPRESENTATIONS AND WARRANTIES
                    -----------------------------------------

         Section 10.01 PAYMENT OF PRINCIPAL AND INTEREST. The Company will duly
and punctually pay the principal of and interest on the Securities in accordance
with the terms of the Securities and this Indenture.

         Section 10.02 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in The City of New York an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. The Company hereby establishes
the Corporate Trust Office of the Trustee as the initial office for such
purposes. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

         The Company may also from time to time designate one or more other
offices or agencies (in the United States) where the Securities may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in the United States for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

         Section 10.03 MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time act as its own Paying Agent, it will, on or at the
option of the Company before each due date of the principal of or interest on
any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act. In such case the Company shall not invest the amount so
segregated and held in trust pending the distribution thereof.

         The Company hereby appoints the Trustee as the initial Paying Agent of
the Company for the payment of principal and interest (including any Additional
Interest) on the Securities.



                                       42
<PAGE>   49

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will: (i) comply with the provisions of the Trust Indenture
Act applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order, direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts those upon which such sums were held by the Company
or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or interest on any
Security and remaining unclaimed for two years after such principal or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

         Section 10.04 STATEMENT BY OFFICERS AS TO DEFAULT. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, an Officers' Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in
the performance and observance of any of the material terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge, and otherwise complying with the requirements of
Section 314(a)(4) of the Trust Indenture Act.

         Section 10.05 ADDITIONAL COVENANTS. The Company covenants and agrees
that it will not (a) declare or pay dividends on, or make a distribution with
respect to, or redeem, purchase, acquire, or make a liquidation payment with
respect to, any of its capital stock, or (b) make any payment of interest,
principal or premium, if any on or repay, repurchase or redeem any debt
securities issued by the Company that rank pari passu with or junior to the
Securities, or (c) make any guarantee payment with respect to the foregoing
(other than payments under the Parent Guarantee) if at such time (i) there shall
have occurred any event of which the Company has



                                       43
<PAGE>   50

actual knowledge that (x) with the giving of notice or the lapse of time or
both, would constitute an Event of Default hereunder and (y) in respect of which
the Company shall not have taken reasonable steps to cure, (ii) the Company
shall be in default with respect to its payment of any obligations under the
Parent Guarantee or (iii) the Company shall have given notice of its selection
of an Extension Period as provided herein and such period, or any extension
thereof, shall be continuing; provided, however, that the foregoing restrictions
do not apply to (A) dividends or distributions in common stock of the Company,
(B) redemptions or purchases of any rights pursuant to any stockholder's rights
plan, or the issuance of rights, stock or other property under any stockholder's
rights plan, and the declaration of a dividend of such rights or the issuance of
preferred stock under such plans in the future, (C) payments under the Parent
Guarantee or under any similar guarantee by the Company with respect to any
securities of its subsidiaries, provided the proceeds from the issuance of such
securities were used to purchase junior subordinated deferrable interest
debentures issued by such subsidiary, (D) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants; a
dividend reinvestment or stockholder stock purchase plan; or the issuance of
capital stock of the Company (or securities convertible into or exercisable for
such capital stock) as consideration in an acquisition transaction entered into
prior to the Event of Default or Extension Period, (E) an exchange, redemption
or conversion of any class or series of the Company's capital stock (or any
capital stock of a subsidiary of the Company) for any class or series of the
Company's capital stock or of any class or series of the Company's indebtedness
for any class or series of the Company's capital stock, (F) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (G) any dividend in the form of stock, warrants, options
or other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock and (H)
purchases of common stock required to prevent the loss or secure the renewal or
reinstatement of any government license or franchise held by the Company or any
of its subsidiaries.

         The Company also covenants (i) to maintain 100% ownership of the Common
Securities of the Trust; provided, however, that any permitted successor of the
Company hereunder may succeed to the Company's ownership of such Common
Securities, and (ii) to use its reasonable efforts, consistent with the terms
and provisions of the Trust Agreement, to cause the Trust to remain a business
trust and otherwise continue to be treated as a grantor trust for United States
federal income tax purposes; provided that the Company may permit the Trust to
consolidate or merge with or into another business trust or other permitted
successor under the Trust Agreement so long as the Company agrees to comply with
this Section 10.05 with respect to such successor business trust or other
permitted successor.




                                       44
<PAGE>   51

                                   ARTICLE XI

                           SUBORDINATION OF SECURITIES
                           ---------------------------

         Section 11.01 SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. The
Company covenants and agrees, and each Holder of a Security, by his acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article (subject to Article IV), the payment of
the principal of and interest (including any Additional Interest) on each and
all of the Securities are hereby expressly made subordinate and subject in right
of payment to the prior payment in full in cash of all Senior Indebtedness.

         This Article XI shall constitute a continuing offer to all persons who
become holders of, or continue to hold, Senior Indebtedness, and such provisions
are made for the benefit of the holders of Senior Indebtedness and such holders
are made obligees hereunder and any one or more of them may enforce such
provisions. Holders of Senior Indebtedness need not prove reliance on the
subordination provisions hereof.

         Section 11.02 DEFAULT ON SENIOR INDEBTEDNESS. In the event and during
the continuation of any default in the payment of principal, premium, interest
or any other payment due on any Senior Indebtedness (and any applicable grace
period with respect to such default has ended and such default has not been
cured or waived) or in the event that the maturity of any Senior Indebtedness
has been accelerated because of a default, then, in either case, no payment
shall be made by the Company with respect to the principal (including redemption
payments) of, or interest on, the Securities.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by the
preceding paragraph of this Section 11.02, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee within 90 days of such payment
of the amounts then due and owing on the Senior Indebtedness and only the
amounts specified in such notice to the Trustee shall be paid to the holders of
Senior Indebtedness.

         Section 11.03 LIQUIDATION; DISSOLUTION; BANKRUPTCY. Upon any payment by
the Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or
winding-up or liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
amounts due upon all Senior Indebtedness shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any payment
is made on account of the principal or interest on the Securities; and upon any
such dissolution or winding-up or liquidation or reorganization, any payment by
the Company, or distribution of substantially all of the assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders of the Securities or the Trustee would be entitled, except for the
provisions of this Article XI, shall be paid by the Company or by any



                                       45
<PAGE>   52

receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders of the Securities or by
the Trustee under this Indenture if received by them or it, directly to the
holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders; as calculated by
the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full, in money
or money's worth, after giving effect to any concurrent payment or distribution
to or for the holders of Senior Indebtedness, before any payment or distribution
is made to the Holders of Securities or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Securities before all Senior Indebtedness is paid
in full, or provision is made for such payment in money in accordance with its
terms, such payment or distribution shall be held in trust for the benefit of
and shall be paid over or delivered to the holders of Senior Indebtedness or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in money
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

         For purposes of this Article XI, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XI with respect
to the Securities to the payment of all Senior Indebtedness that may at the time
be outstanding, provided, however, that (i) the Senior Indebtedness is assumed
by the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article VIII hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 11.03 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
VIII hereof. Nothing in this Article XI shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.07.

         Section 11.04 SUBROGATION. Subject to the payment in full of all Senior
Indebtedness, the rights of the Holders of the Securities shall be subrogated to
the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Indebtedness until the principal of (and premium, if any) and interest on
the Securities shall be paid in full; and, for the purposes of such subrogation,
no payments or distributions to the holders of the Senior Indebtedness of any
cash, property or



                                       46
<PAGE>   53

securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XI, and no payment over
pursuant to the provisions of this Article XI, to or for the benefit of the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness. It is understood that
the provisions of this Article XI are and are intended solely for the purposes
of defining the relative rights of the Holders of the Securities, on the one
hand, and the holders of the Senior Indebtedness on the other hand.

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

         Upon any payment or distribution of assets of the Company referred to
in this Article XI, the Trustee, subject to the provisions of Section 6.01 and
the Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XI.

         Section 11.05 TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a
Security by acceptance thereof authorizes and directs the Trustee on such
Holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article XI and appoints the
Trustee such Holder's attorney-in-fact for any and all such purposes.

         Section 11.06 NOTICE BY THE COMPANY. The Company shall give prompt
written notice to a Responsible Officer of the Trustee of any fact known to the
Company that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
XI. Notwithstanding the provisions of this Article XI or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment of monies to or by
the Trustee in respect of the Securities pursuant to the provisions of this
Article XI, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office of the Trustee
from the Company or a holder or holders of Senior Indebtedness or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject



                                       47
<PAGE>   54

to the provisions of Section 6.01, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 11.06 at least two Business
Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the
principal of (or premium, if any) or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purposes
for which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

         The Trustee, subject to the provisions of Section 6.01, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a holder
of Senior Indebtedness or a trustee on behalf of any such holder or holders. In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article XI, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article XI, and if such evidence is not furnished the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

         Section 11.07 RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.
The Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article XI in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XI, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall
not be liable to any holder of Senior Indebtedness if it shall pay over or
deliver to Holders of Securities, the Company or any other Person money or
assets to which any holder of Senior Indebtedness shall be entitled by virtue of
this Article XI or otherwise.

         Section 11.08 SUBORDINATION MAY NOT BE IMPAIRED. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to



                                       48
<PAGE>   55

the Trustee or the Holders of the Securities, without incurring responsibility
to the Holders of the Securities and without impairing or releasing the
subordination provided in this Article or the obligations hereunder of the
Holders of the Securities to the holders of Senior Indebtedness, do any one or
more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness or
otherwise amend or supplement in any manner Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against the Company and any other
Person.


                                   ARTICLE XII

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

         Section 12.01 OPTIONAL AND SPECIAL EVENT REDEMPTION; CONDITIONS TO
OPTIONAL REDEMPTION. On or after _____________, the Company shall have the
right, subject to the last paragraph of this Section 12.01, to redeem the
Securities at the option of the Company, in whole at any time or in part from
time to time, at a Redemption Price equal to 100% of the principal amount of
Securities to be redeemed together with any accrued but unpaid interest,
including Additional Interest, if any, to the Redemption Date fixed by the
Company.

         If a Special Event shall occur and be continuing, the Company shall
have the right, upon not less than 30 nor more than 60 days' notice, to redeem
the Securities, at any time, in whole but not in part, at a Redemption Price
equal to 100% of the principal amount thereof plus accrued but unpaid interest,
including any Additional Interest, if any, to the Redemption Date fixed by the
Company, which Redemption Date shall be within 90 days following the occurrence
of such Special Event.

         For so long as the Trust is the Holder of all Securities Outstanding,
the proceeds of any redemption described in this Section 12.01 or payments at
Maturity shall be used by the Trust to redeem Preferred Securities and Common
Securities in accordance with their terms and the terms of the Trust Agreement.
The Company shall not redeem the Securities in part unless all accrued and
unpaid interest (including any Additional Interest) has been paid in full on all
Securities Outstanding for all quarterly interest periods terminating on or
prior to the Redemption Date.

         Section 12.02 APPLICABILITY OF ARTICLE. Redemption of Securities at the
election of the Company, as permitted by Section 12.01, shall be made in
accordance with the terms of the Securities and this Article.

         Section 12.03 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem Securities pursuant to Section 12.01 shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company,
the Company shall, at least 15 days prior to the mailing of the notice of
redemption to the Holders of Securities to be redeemed pursuant to Section 12.04
(unless a shorter period shall be acceptable to the Trustee), notify the Trustee
of such Redemption, of the principal amount of Securities to be redeemed and of
the Redemption



                                       49
<PAGE>   56

Date fixed by the Company therefor, and provide the Trustee with a copy of the
notice of redemption to be given to Holders of Securities to be redeemed
pursuant to Section 12.04.

         Section 12.04 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities are to be redeemed (unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities not previously called for redemption, by such method
(including pro rata or by lot) as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to $25
or any integral multiple thereof) of the principal amount of the Securities.

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

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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

         Section 12.05 NOTICE OF REDEMPTION. Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.

         All notices of redemption shall identify the Securities to be redeemed
(including CUSIP number, subject to Section 3.12 hereof) and shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and that
         interest thereon will cease to accrue on and after said date; and

                  (4) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.



                                       50
<PAGE>   57

         Section 12.06 DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest (including any Additional Interest) on, all the
Securities which are to be redeemed on that date.

         Section 12.07 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest and
Additional Interest, if any) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest (including any Additional Interest) to the Redemption
Date; provided, however, that installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security.

         Section 12.08 SECURITIES REDEEMED IN PART. Any Security which is to be
redeemed only in part shall be surrendered at a place of payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

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

                                       51
<PAGE>   58


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

                                  THE CLEVELAND ELECTRIC ILLUMINATING COMPANY



                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:

Attest:

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

                                  THE BANK OF NEW YORK, as Trustee



                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:

Attest:

-----------------------------
Name:
Title:


                                       52
<PAGE>   59

STATE OF OHIO                    )
                                 :  ss.:
COUNTY OF SUMMIT                 )


         On the __ day of ___________, 2001, before me personally came
_____________, to me known, who, being by me duly sworn, did depose and say that
he is the Senior Vice President of The Cleveland Electric Illuminating Company,
one of the corporations described in and which executed the foregoing
instrument; and that he signed his name thereto by authority of the Board of
Directors of such corporation.

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


<PAGE>   60



STATE OF NEW YORK                   )
                                    :  ss.:
COUNTY OF NEW YORK                  )


         On the __ day of ___________, 2001, before me personally came
_____________, to me known, who, being by me duly sworn, did depose and say that
she is a _____________ of The Bank of New York, a corporation described in and
which executed the foregoing instrument; and that she signed her name thereto by
authority of the Board of Directors of such corporation.

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


<PAGE>   61
                                                                         ANNEX A

                  Form of Amended and Restated Trust Agreement