<PAGE>

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










                           PEOPLES ENERGY CORPORATION


                                       TO


                  BANK ONE TRUST COMPANY NATIONAL ASSOCIATION,
                                   as Trustee



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



                                    INDENTURE



                          Dated as of January 18, 2001



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



                    Providing for Issuance of Debt Securities





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

<PAGE>

                           PEOPLES ENERGY CORPORATION
              RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF
                    1939, AS AMENDED, AND INDENTURE, DATED AS
                               OF JANUARY 18, 2001

<TABLE>
<CAPTION>

TRUST INDENTURE                                                                                      INDENTURE
ACT SECTION                                                                                          SECTION(S)
<S>                                                                                                  <C>
Section 310 (a)(1)..................................................................................  609
            (a)(2)..................................................................................  609
            (a)(3)..................................................................................  Not Applicable
            (a)(4)..................................................................................  Not Applicable
            (a)(5)..................................................................................  609
            (b).....................................................................................  608, 610
            (c).....................................................................................  Not Applicable
Section 311 (a).....................................................................................  613
            (b).....................................................................................  613
            (c).....................................................................................  613
Section 312 (a).....................................................................................  701, 702(a)
            (b).....................................................................................  702(a)
            (c).....................................................................................  702(b)
Section 313 (a).....................................................................................  703(a)
            (b).....................................................................................  703(b)
            (c).....................................................................................  703(c)
            (d).....................................................................................  703(c)
Section 314 (a).....................................................................................  704
            (a)(4)..................................................................................  101, 1009
            (b).....................................................................................  Not Applicable
            (c)(1)..................................................................................  102
            (c)(2)..................................................................................  102
            (c)(3)..................................................................................  Not Applicable
            (d).....................................................................................  Not Applicable
            (e).....................................................................................  102
            (f).....................................................................................  Not Applicable
Section 315 (a).....................................................................................  601
            (b).....................................................................................  602
            (c).....................................................................................  601
            (d).....................................................................................  601
            (e).....................................................................................  514
Section 316 (a)(1)(A)...............................................................................  502, 512
            (a)(1)(B)...............................................................................  513
            (a)(2)..................................................................................  Not Applicable
            (b).....................................................................................  508
            (c).....................................................................................  104
Section 317 (a)(1)..................................................................................  503
            (a)(2)..................................................................................  504


                                      -i-

<PAGE>

            (b).....................................................................................  1003
Section 318 (a).....................................................................................  108
</TABLE>

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










                                      -ii-

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

SECTION                                                HEADING                                                   PAGE
<S>                        <C>                                                                                   <C>
ARTICLE ONE                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................1

       Section 101.        Definitions............................................................................1
       Section 102.        Compliance Certificates and Opinions...................................................8
       Section 103.        Form of Documents Delivered to Trustee.................................................8
       Section 104.        Acts of Holders; Record Dates..........................................................9
       Section 105.        Notices, etc., to Trustee, PEC........................................................11
       Section 106.        Notice to Holders of Securities; Waiver...............................................11
       Section 107.        Language of Notices, etc..............................................................12
       Section 108.        Conflict with Trust Indenture Act.....................................................12
       Section 109.        Effect of Headings and Table of Contents..............................................13
       Section 110.        Successors and Assigns................................................................13
       Section 111.        Separability Clause...................................................................13
       Section 112.        Benefits of Indenture.................................................................13
       Section 113.        Governing Law.........................................................................13
       Section 114.        Legal Holidays........................................................................13
       Section 115.        Appointment of Agent for Service......................................................13
       Section 116.        No Adverse Interpretation of Other Agreements.........................................14
       Section 117.        Execution in Counterparts.............................................................14

ARTICLE TWO                SECURITY FORMS........................................................................14

       Section 201.        Forms Generally.......................................................................14
       Section 202.        Form of Trustee's Certificate of Authentication.......................................15
       Section 203.        Securities in Global Form.............................................................15
       Section 204.        Form of Legend for Global Securities..................................................15
       Section 205.        Form of Legend for Bearer Securities..................................................15

ARTICLE THREE              THE SECURITIES........................................................................16

       Section 301.        Amount Unlimited; Issuable in Series..................................................16
       Section 302.        Denominations.........................................................................18
       Section 303.        Execution, Authentication, Delivery and Dating........................................18
       Section 304.        Temporary Securities..................................................................21
       Section 305.        Registration, Registration of Transfer and Exchange...................................22
       Section 306.        Mutilated, Destroyed, Lost and Stolen Securities......................................25
       Section 307.        Payment of Interest; Interest Rights Preserved........................................26
       Section 308.        Persons Deemed Owners.................................................................27
       Section 309.        Cancellation..........................................................................28
       Section 310.        Computation of Interest...............................................................28
       Section 311.        Form of Certification by a Person Entitled to Receive a Bearer Security...............28
       Section 312.        CUSIP, ISIN and Common Code Numbers...................................................30


                                     -iii-

<PAGE>

ARTICLE FOUR               SATISFACTION AND DISCHARGE............................................................30

       Section 401.        Satisfaction and Discharge of Indenture...............................................30
       Section 402.        Application of Trust Money............................................................31

ARTICLE FIVE               REMEDIES..............................................................................31

       Section 501.        Events of Default.....................................................................31
       Section 502.        Acceleration of Maturity; Rescission and Annulment....................................33
       Section 503.        Collection of Indebtedness and Suits for Enforcement by Trustee.......................34
       Section 504.        Trustee May File Proofs of Claim......................................................35
       Section 505.        Trustee May Enforce Claims Without Possession of Securities or Coupons................36
       Section 506.        Application of Money Collected........................................................36
       Section 507.        Limitation on Suits...................................................................36
       Section 508.        Unconditional Right of Holders to Receive Principal, Premium and Interest.............37
       Section 509.        Restoration of Rights and Remedies....................................................37
       Section 510.        Rights and Remedies Cumulative........................................................37
       Section 511.        Delay or Omission Not Waiver..........................................................37
       Section 512.        Control by Holders of Securities......................................................38
       Section 513.        Waiver of Past Defaults...............................................................38
       Section 514.        Undertaking for Costs.................................................................38

ARTICLE SIX                THE TRUSTEE...........................................................................39

       Section 601.        Certain Duties and Responsibilities...................................................39
       Section 602.        Notice of Defaults....................................................................40
       Section 603.        Certain Rights of Trustee.............................................................40
       Section 604.        Not Responsible for Recitals or Issuance of Securities................................41
       Section 605.        May Hold Securities...................................................................41
       Section 606.        Money Held in Trust...................................................................42
       Section 607.        Compensation and Reimbursement........................................................42
       Section 608.        Disqualification; Conflicting Interests...............................................42
       Section 609.        Corporate Trustee Required; Eligibility...............................................43
       Section 610.        Resignation and Removal; Appointment of Successor.....................................43
       Section 611.        Acceptance of Appointment by Successor................................................44
       Section 612.        Merger, Conversion, Consolidation or Succession to Business...........................45
       Section 613.        Preferential Collection of Claims Against Company.....................................46
       Section 614.        Appointment of Authenticating Agent...................................................46

ARTICLE SEVEN              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.....................................48

       Section 701.        Company to Furnish Trustee Names and Addresses of Holders.............................48
       Section 702.        Preservation of Information; Communications to Holders................................48


                                      -iv-

<PAGE>

       Section 703.        Reports by Trustee....................................................................48
       Section 704.        Reports by PEC........................................................................49

ARTICLE EIGHT              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..................................49

       Section 801.        PEC May Consolidate, Etc., Only on Certain Terms......................................49
       Section 802.        Successor Corporation Substituted.....................................................50

ARTICLE NINE               SUPPLEMENTAL INDENTURES...............................................................50

       Section 901.        Supplemental Indentures without Consent of Holders....................................50
       Section 902.        Supplemental Indentures with Consent of Holders.......................................51
       Section 903.        Execution of Supplemental Indentures..................................................53
       Section 904.        Effect of Supplemental Indentures.....................................................53
       Section 905.        Conformity with Trust Indenture Act...................................................53
       Section 906.        Reference in Securities to Supplemental Indentures....................................53

ARTICLE TEN                COVENANTS.............................................................................54

       Section 1001.       Payment of Principal, Premium and Interest............................................54
       Section 1002.       Maintenance of Office or Agency.......................................................54
       Section 1003.       Money for Securities Payments to Be Held in Trust.....................................55
       Section 1004.       Additional Amounts....................................................................56
       Section 1005.       Corporate Existence...................................................................57
       Section 1006.       Maintenance of Properties.............................................................57
       Section 1007.       Payment of Taxes and Other Claims.....................................................57
       Section 1008.       Restrictions on Liens.................................................................57
       Section 1009.       Statement as to Default...............................................................59
       Section 1010.       Waiver of Certain Covenants...........................................................59

ARTICLE ELEVEN             REDEMPTION OF SECURITIES..............................................................60

       Section 1101.       Applicability of Article..............................................................60
       Section 1102.       Election to Redeem; Notice to Trustee.................................................60
       Section 1103.       Selection by Trustee of Securities to Be Redeemed.....................................60
       Section 1104.       Notice of Redemption..................................................................61
       Section 1105.       Deposit of Redemption Price...........................................................61
       Section 1106.       Securities Payable on Redemption Date.................................................61
       Section 1107.       Securities Redeemed in Part...........................................................62

ARTICLE TWELVE             SINKING FUNDS.........................................................................63

       Section 1201.       Applicability of Article..............................................................63
       Section 1202.       Satisfaction of Sinking Fund Payments with Securities.................................63
       Section 1203.       Redemption of Securities for Sinking Fund.............................................63

ARTICLE THIRTEEN           MEETINGS OF HOLDERS OF SECURITIES.....................................................64


                                      -v-

<PAGE>

       Section 1301.       Purposes for Which Meetings May be Called.............................................64
       Section 1302.       Call Notice and Place of Meeting......................................................64
       Section 1303.       Persons Entitled to Vote at Meetings..................................................64
       Section 1304.       Quorum; Action........................................................................64
       Section 1305.       Determination of Voting Rights; Conduct and Adjournment of Meetings...................65
       Section 1306.       Counting Votes and Recording Action of Meetings.......................................66
       Section 1307.       Action Without Meeting................................................................66

ARTICLE FOURTEEN           IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES............66

       Section 1401.       Liability Solely Corporate............................................................66
</TABLE>










                                      -vi-

<PAGE>

         INDENTURE, dated as of January 18, 2001, between Peoples Energy
Corporation, a corporation duly organized and existing under the laws of the
State of Illinois (herein called "PEC"), having its principal office at 130
East Randolph Drive, Chicago, Illinois 60601 and Bank One Trust Company
National Association, a corporation duly organized and existing under the
laws of the State of New York, having its principal corporate trust office at
1 Bank One Plaza, Mail Code IL1-0126, Chicago, Illinois 60670, as trustee
(herein called the "TRUSTEE").


                                 RECITALS OF PEC

         PEC has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of PEC's unsecured debentures,
notes or other evidences of indebtedness (herein collectively called the
"SECURITIES," and individually called a "SECURITY"), to be issued in one or
more series as provided in this Indenture.

         All things necessary to make this Indenture a valid agreement of
PEC, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of
this Indenture and, to the extent applicable, shall be governed by such
provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

                   (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 in the Trust Indenture Act;

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


                                      -1-

<PAGE>

         United States of America, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall
         mean such accounting principles as are generally accepted in the
         United States of America at the date of such computation;

                   (4) the words "herein," "hereof," "hereto" 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; and

                   (5) the word "or" is always used inclusively (for example,
         the phrase "A or B" means "A or B or both," not "either A or B but
         not both").

         Certain terms used principally in certain Articles are defined in
those Articles.

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

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

         "AUTHENTICATING AGENT" means any Person or Persons authorized by the
Trustee to act on behalf of the Trustee to authenticate one or more series of
Securities.

         "AUTHORIZED NEWSPAPER" means a newspaper, in an official language of
the country of publication or in the English language, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any
Business Day.

         "BANKRUPTCY LAW" means Title 11 of the United States Code or any
similar United States federal or state law for the relief of debtors.

         "BEARER SECURITY" means any Security in the form for Bearer
Securities set forth in Section 203 or established pursuant to Section 201
which is payable to bearer and shall bear the legend specified in Section 205.

          "BOARD OF DIRECTORS" means the board of directors of PEC, or any
duly authorized committee thereof.


                                      -2-

<PAGE>

         "BOARD RESOLUTION" means a copy of a resolution certified by the
Corporate Secretary or an Assistant Corporate Secretary of PEC, 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 any day other than a Saturday or Sunday or a
day on which banks and trust companies located in the municipality in which
the Corporate Trust Office is located are authorized or required by law,
regulation or executive order to remain closed.

         "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
as amended, or, if at any time after the 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 STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents, however designated,
whether voting or non-voting, of that Person's equity, other than preferred
stock of that Person, whether now outstanding or issued after the date of
this Indenture, including, without limitation, all series and classes of that
common stock.

         "CONSOLIDATED NET TANGIBLE ASSETS" means the total amount of assets
appearing on a consolidated balance sheet of PEC and its Subsidiaries less,
without duplication, the following:

                   (a) all current liabilities (excluding any thereof which
         are by their terms extendable or renewable at the sole option of the
         obligor thereon without requiring the consent of the obligee to a
         date more than 12 months after the date of determination);

                   (b) all reserves for depreciation and other asset
         valuation reserves but excluding any reserves for deferred Federal
         income taxes arising from accelerated amortization or otherwise;

                   (c) all intangible assets such as goodwill, trademarks,
         trade names, patents and unamortized debt discount and expense
         carried as an asset on said balance sheet; and

                  (d) all appropriate adjustments on account of minority
         interests of other Persons holding Common Stock in any Subsidiary.

         Consolidated Net Tangible Assets shall be determined in accordance
with generally accepted accounting principles and as of a date not more than
90 days prior to the happening of the event for which such determination is
being made.

         "CORPORATE TRUST OFFICE" means the corporate trust office of the
Trustee of a series of Securities at which at any particular time its
corporate trust business shall be administered, which office on the date of
execution of this Indenture is located at 1 Bank One Plaza, Mail Code
IL1-0126, Chicago, Illinois 60670, Attention: Global Corporate Trust Services.


                                      -3-

<PAGE>

         "CORPORATION" includes any corporation, association, company, limited
liability company or business trust.

         "DEFAULTED INTEREST" has the meaning specified in Section 307.

         "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Securities Exchange Act of
1934, as amended, specified for that purpose as contemplated by Section 301 or
any successor clearing agency registered under such Act as contemplated by
Section 305, and if at any time there is more than one such Person, the term
"Depositary" as used with respect to the Securities of any series shall mean the
Depositary with respect to the Securities of such series.

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

         "EVENT OF DEFAULT" has the meaning specified in Section 501.

         "GLOBAL SECURITY" means a Security bearing the legend specified in
Section 204 evidencing all or part of a series of Securities, issued to the
Depositary for such series or its nominee, and registered in the name of such
Depositary or nominee.

          "HOLDER," when used with respect to any Security, means in the case of
a Registered Security the Person in whose name the Security is registered in the
Security Register and in the case of a Bearer Security the bearer thereof and,
when used with respect to any coupon, means the bearer thereof.

         "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.

         "INTEREST," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "INTEREST PAYMENT DATE," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

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

          "OBLIGATIONS" means any principal (including reimbursement
obligations), premium, if any, interest (including interest accruing on or after
the filing of, or which would have accrued but for the filing of, any petition
in bankruptcy or for reorganization relating to PEC whether or


                                      -4-
<PAGE>

not a claim for post-filing interest is allowed in such proceedings),
penalties, fees, expenses, indemnifications, reimbursements, claims for
rescission, damages, gross-up payments and all other amounts and other
liabilities payable under the Securities, this Indenture and any indentures
supplemental hereto.

         "OFFICER" means, with respect to any Person, the Chairman of the Board,
Vice Chairman, the President, the Chief Financial Officer, a Vice President, the
Treasurer, an Assistant Treasurer, the Controller or Assistant Controller and
the Corporate Secretary or an Assistant Corporate Secretary.

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board, the President, the Chief Financial Officer or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Corporate Secretary or an Assistant Corporate Secretary, of PEC,
that complies with the requirements of Section 314(c) of the Trust Indenture Act
and is delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for PEC, and who shall be acceptable to the Trustee, that complies with
the requirements of Section 314(c) of the Trust Indenture Act and Section 102 of
this Indenture.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

         "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 PEC) in trust or set aside and segregated in
         trust by PEC (if PEC shall act as its own Paying Agent) for the Holders
         of such Securities and any coupons thereto appertaining; 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 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of PEC;

and PROVIDED FURTHER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have been given any request,
demand, authorization, direction,


                                      -5-
<PAGE>

notice, consent or waiver hereunder or are present at a meeting of Holders of
Securities for quorum purposes, Securities owned by PEC, or any other obligor
upon the Securities or any Affiliate of PEC, or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which 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 Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not PEC, or
any other obligor upon the Securities or any Affiliate of PEC, or of such
other obligor.

          "PAYING AGENT" means any Person authorized by PEC to pay the principal
of (and premium, if any) or interest on any Securities on behalf of PEC.

         "PERSON" means any individual, Corporation, limited liability company,
partnership, joint venture, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof, or any
other entity.

         "PLACE OF PAYMENT," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 301.

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

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

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

         "REGISTERED SECURITY" means any Security established pursuant to
Section 201 which is registered in the Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 301.

         "REQUEST" or "ORDER" means a written request or order signed in the
name of PEC, by its Chairman of the Board, its Vice Chairman, its President or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Controller, an
Assistant Controller, its Corporate Secretary or an Assistant Corporate
Secretary, and delivered to the Trustee.


                                      -6-
<PAGE>

         "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
Vice President, any assistant secretary, any assistant treasurer, any cashier,
any assistant cashier, any senior trust officer, any trust officer or assistant
trust officer, any assistant controller or any other officer of the Trustee
customarily performing corporate trust functions on behalf of the Trustee and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

         "SECURITIES" AND "SECURITY" have the meanings stated in the first
recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture; PROVIDED, that if at any time
there is more than one Person acting as Trustee under this Indenture, the term
"SECURITIES," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee pursuant
to Section 307.

         "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or 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 PEC or by one or more
other Subsidiaries, or by PEC and one or more other Subsidiaries. For the
purposes of this definition, the term "VOTING STOCK" means stock or other equity
interest which ordinarily has voting power for the election of directors or
managers, whether at all times or only so long as no senior class of stock or
other equity interest has such voting power by reason of any contingency.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Trust Indenture Act or provision, as the case
may be, as amended or replaced from time to time or as supplemented from time to
time by rules or regulations adopted by the Commission under or in furtherance
of the purposes of such Trust Indenture Act or provision, as the case may be.

         "TRUSTEE" means the Person named as the "TRUSTEE" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter the term "TRUSTEE" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more than one such Person, the term "TRUSTEE," as used with respect to the
Securities of any series, shall mean the Trustee with respect to Securities of
that series.


                                      -7-
<PAGE>

         "UNITED STATES" means the United States of America (including the
States and the District of Columbia), its territories and possessions and other
areas subject to its jurisdiction.

         "UNITED STATES ALIEN" means any Person who, for United States federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "UTILITY" means any subsidiary of PEC that is subject to regulation by
a federal or state utility regulatory commission or other utility regulatory
body.

         "VICE PRESIDENT," when used with respect to PEC 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" and shall also include the
Chief Financial Officer of PEC.

         SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Compliance
Certificates and Opinions. Upon any application or request by PEC to the Trustee
to take any action under any provision of this Indenture, PEC shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents 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:

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

                   (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                   (3) a statement that, in the opinion of each such 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

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

         SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. 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


                                      -8-
<PAGE>

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 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, stating that the information with respect to such factual
matters is in the possession of PEC, 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 104. ACTS OF HOLDERS; RECORD DATES. Acts of Holders;
Record Dates. (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders may, alternatively, be embodied in and evidenced
by the record of Holders of Securities voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
duly called and held in accordance with the provisions of Article Thirteen, or a
combination of such instrument or instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to PEC. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 601) conclusive in favor of the
Trustee and PEC if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 1306.

         Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent PEC, the Trustee, or any agent of PEC or the
Trustee, from giving effect to any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this Indenture to be given
or taken by a Depositary or impair, as between a Depositary and such holders of
beneficial interests, the operation of customary practices governing the
exercise of the rights of the Depositary (or its nominee) as Holder of any
Security.


                                      -9-
<PAGE>

         Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depositary that
is a Holder of a Global Security, may make, give or take, by a proxy or proxies
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a Depositary that is a
Holder of a Global Security may give its proxy or proxies to the Depositary's
participants or the beneficial owners of interests in any such Global Security,
as the case may be, through such Depositary's standing instructions and
customary practices.

         Subject to the next succeeding paragraph, PEC may, in the circumstances
permitted by the Trust Indenture Act, fix any day as the record date for the
purpose of determining the Holders of Securities of any series 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 of Securities of such series. If not set by PEC prior to the
first solicitation of a Holder of Securities of such series 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 prior to
such first solicitation or vote, or, if later, the date of the most recent list
of Holders required to be provided pursuant to Section 701, as the case may be.
With regard to any record date for action to be taken by the Holders of one or
more series of Securities, only the Holders of Securities of such series on such
date (or their duly designated proxies) shall be entitled to give or take, or
vote on, the relevant action.

         The Trustee shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interests in any permanent Global Security
held by a Depositary and who are entitled under the procedures of such
Depositary to make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in or pursuant to this Indenture to be made, given or
taken by Holders. If such a record date is fixed, the Holders on such record
date or their duly appointed proxy or proxies, and only such Persons, shall be
entitled to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other action, whether or not such Holders remain
Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be valid or effective
if made, given or taken more than 90 days after such record date.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient.

         (c) The principal amount and serial numbers of Registered Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.

         (d) The principal amount and serial numbers of Bearer Securities held
by any Person executing any such instrument or writing as a Holder of
Securities, and the date of his holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer


                                      -10-
<PAGE>

Securities therein described; or such facts may be proved by the certificate
or affidavit of the Person executing such instrument or writing as a Holder
of Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and PEC may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security is produced, or
(2) such Bearer Security is produced to the Trustee by some other Person, or
(3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding.

         (e) The fact and date of execution of any such instrument or writing,
the authority of the Person executing the same, the principal amount and serial
numbers of Bearer Securities held by the Person so executing such instrument or
writing and the date of holding the same may also be proved in any other
reasonable manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section.

         (f) Any request, demand, authorization, direction, notice, consent,
election, 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
PEC in reliance thereon, whether or not notation of such action is made upon
such Security.

         SECTION 105. NOTICES, ETC., TO TRUSTEE AND PEC.  Any request, demand,
authorization, direction, notice, consent, election, waiver or other Act of
Holders of a series of Securities or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                   (1) the Trustee of such series by any Holder of a Security of
         such series or by PEC shall be sufficient for every purpose hereunder
         if made, given, furnished or filed in writing to or with the Trustee of
         such series at its Corporate Trust Office, or

                   (2) PEC, by the Trustee of such series or by any Holder of a
         Security of such series shall be sufficient for every purpose hereunder
         (unless otherwise herein expressly provided) if in writing and mailed,
         first-class postage prepaid, to PEC, addressed to the attention of its
         Treasurer, at 130 East Randolph Drive, Chicago, Illinois 60601, or at
         any other address previously furnished in writing to the Trustee of
         such series by PEC.

         SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER. Except as
otherwise expressly provided herein, where this Indenture provides for notice to
Holders of Securities (of any series) of any event,

                   (1) such notice shall be sufficiently given to Holders of
         Registered Securities of such series if in writing and mailed,
         first-class postage prepaid, to each Holder of a Registered Security of
         such series affected by such event, at his address as it appears in the
         Security Register, not later than the latest date, and not earlier than
         the earliest date, prescribed for the giving of such Notice; and


                                      -11-
<PAGE>

                   (2) such notice shall be sufficiently given to Holders of
         Bearer Securities of such series if published in an Authorized
         Newspaper in the Borough of Manhattan, The City of New York and, if the
         Securities of such series are then listed on The Stock Exchange of the
         United Kingdom and the Republic of Ireland and such stock exchange
         shall so require, in London and, if the Securities of such series are
         then listed on the Luxembourg Stock Exchange and such stock exchange
         shall so require, in Luxembourg and, if the Securities of such series
         are then listed on any other stock exchange outside the United States
         and such stock exchange shall so require, in any other required city
         outside the United States or, if not practicable, in Europe, on a
         Business Day at least twice, the first such publication to be not
         earlier than the earliest date and not later than the latest date
         prescribed for the giving of such notice.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be 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. In any case
where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice by publication to Holders of Bearer Securities given as provided
above.

         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities of any
series as provided above, then such notification to Holders of such Bearer
Securities as shall be given with the approval of the Trustee for such series
shall constitute sufficient notice to such Holders for every purpose hereunder.
Neither failure to give notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice mailed to Holders of Registered Securities as provided
above.

         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 of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         SECTION 107. LANGUAGE OF NOTICES, ETC.. Any request, demand,
authorization, direction, notice, consent, election or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of publication.

         SECTION 108. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with any duties under any required provision of
the Trust Indenture Act deemed included herein by Section 318(c) thereof, such
required provision shall control.


                                      -12-
<PAGE>

         SECTION 109. 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.

         SECTION 110. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by PEC shall bind their respective successors and assigns,
whether so expressed or not.

         SECTION 111. SEPARABILITY CLAUSE. In case any provision in this
Indenture or the Securities or coupons 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 112. BENEFITS OF INDENTURES. Nothing in this Indenture or the
Securities or coupons, express or implied, shall give to any Person, other than
the parties hereto, their successors hereunder and the Holders of Securities and
coupons, any benefit or any legal or equitable right, remedy or claim under this
Indenture.

         SECTION 113. GOVERNING LAW. This Indenture and the Securities and
coupons shall be governed by and construed in accordance with the internal law
of the State of Illinois, without giving effect to any contrary conflict of laws
or choice of law provisions of the law of the State of Illinois or any other
jurisdiction.

         SECTION 114. LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities or coupons) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity; PROVIDED, that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

         SECTION 115. APPOINTMENT OF AGENT FOR SERVICE. By the execution and
delivery of this Indenture, PEC hereby appoints the Trustee as its agent upon
which process may be served in any legal action or proceeding which may be
instituted in any Federal or State court in the Borough of Manhattan, The City
of New York, arising out of or relating to the Securities, the coupons or this
Indenture. Service of process upon such agent at the office of such agent at 1
Bank One Plaza, Mail Code IL1-0126, Chicago, Illinois 60670, Attention: Global
Corporate Trust Services (or such other address in the Borough of Manhattan, The
City of New York, as may be the Corporate Trust Office of the Trustee), and
written notice of said service to PEC, by the Person serving the same addressed
as provided in Section 105, shall be deemed in every respect effective service
of process upon PEC, in any such legal action or proceeding, and PEC hereby
submits to the jurisdiction of any such court in which any such legal action or
proceeding is so instituted. Such appointment shall be irrevocable so long as
the Holders of Securities or coupons shall have any rights pursuant to the terms
thereof or of this Indenture until the appointment of a successor by PEC, with
the consent of the Trustee and such successor's acceptance of such appointment.
PEC further agrees to take any and all action, including the


                                      -13-

<PAGE>

execution and filing of any and all such documents and instruments, as may be
necessary to continue such designation and appointment of such agent or
successor.

         By the execution and delivery of this Indenture, the Trustee hereby
agrees to act as such agent and undertakes promptly to notify PEC of receipt by
it of service of process in accordance with this Section.

         SECTION 116. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of PEC or any Affiliate. No such indenture, loan or debt agreement may be used
to interpret this Indenture.

         SECTION 117. EXECUTION IN COUNTERPARTS. 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.

                                   ARTICLE TWO

                                  SECURITY FORMS

         SECTION 201. FORMS GENERALLY. The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related
coupons and the Global Securities, if any, issued pursuant to this Indenture
shall be in such form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities or coupons, as evidenced by their execution of the Securities or
coupons (but which do not affect the rights or duties of the Trustee). If the
forms of Securities or coupons of any series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Corporate Secretary or an Assistant Corporate
Secretary of PEC and delivered to the Trustee at or prior to the delivery of the
Order contemplated by Section 303 for the authentication and delivery of such
Securities or coupons.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article or Article Six.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, the Securities of each series shall be issuable in
global and registered form without coupons. If so provided as contemplated by
Section 301, the Securities of a series also shall be issuable in bearer form,
with or without interest coupons attached.

         The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner permitted by the rules of any applicable securities exchange, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities or coupons.


                                      -14-
<PAGE>

         SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject
to Section 614, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                                   Bank One Trust Company National Association,
                                        as Trustee



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

         SECTION 203. SECURITIES IN GLOBAL FORM. If Securities of a series are
issuable in global form, any such Security may provide that it or any number of
such Securities shall represent the aggregate amount of all Outstanding
Securities of such series (or such lesser amount as is permitted by the terms
thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges. Any endorsement of any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Order to be delivered pursuant to
Sections 303 or 304 with respect thereto. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Order. If the Order
pursuant to Sections 303 or 304 has been, or simultaneously is, delivered, any
instructions by PEC with respect to a Security in global form shall be in
writing but need not be accompanied by or contained in an Officers' Certificate
and need not be accompanied by an Opinion of Counsel.

         SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES. Any Global Security
authenticated and delivered hereunder shall bear a legend in substantially the
following form, or in such other form that is acceptable to the Depositary and
the Trustee:

                  "Unless and until it is exchanged in whole or in part for
         Securities in definitive registered form, this Security may not be
         transferred except as a whole by the Depositary to a nominee of the
         Depositary or by a nominee of the Depositary to the Depositary or
         another nominee of the Depositary or by the Depositary or any such
         nominee to a successor Depositary or a nominee of such successor
         Depositary."

         SECTION 205. FORM OF LEGEND FOR BEARER SECURITIES. Any Bearer Security
authenticated and delivered hereunder shall bear a legend in substantially the
following form:

                  "Any United States person who holds this Security will be
         subject to limitations under the United States income tax laws,
         including the limitation provided in Sections 165(j) and 1287(a) of the
         Internal Revenue Code of 1986, as amended."


                                      -15-
<PAGE>

                                  ARTICLE THREE

                                 THE SECURITIES

         SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued in one or more series. Prior to the
issuance of Securities of any series, there shall be set forth in an Officers'
Certificate pursuant to a Board Resolution, or established in one or more
indentures supplemental hereto approved in or pursuant to a Board Resolution,

                   (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from Securities of all other
         series issued by PEC);

                   (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or
         1107);

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

                  (4) the right, if any, to extend the Stated Maturity on which
         PEC will pay any installment of principal of or interest on the
         Securities of the series;

                  (5) the rate or rates at which the Securities of the series
         shall bear interest, if any, or any method by which such rate or rates
         shall be determined, the basis upon which interest will be computed if
         other than that specified in Section 310, the date or dates from which
         such interest shall accrue, the Interest Payment Dates on which such
         interest shall be payable and the Regular Record Date for the interest
         payable on Registered Securities on any Interest Payment Date;

                  (6) the place or places where the principal of (and premium,
         if any) and interest, if any, on Securities of the series shall be
         payable;

                  (7) whether Securities of such series may be redeemed, and if
         so, the period or periods within which, the price or prices at which
         and the terms and conditions upon which Securities of the series may be
         redeemed, in whole or in part, at the option of PEC;

                  (8) the obligation, if any, of PEC to redeem or purchase
         Securities of the series pursuant to any sinking fund or analogous
         provisions or at the option of a Holder thereof and the period or
         periods within which, the price or prices at which and the terms and
         conditions upon which Securities of the series shall be redeemed or
         purchased, in whole or in part, pursuant to such obligation;


                                      -16-
<PAGE>

                  (9) the right, if any, of PEC or a third party to redeem or
         purchase Securities of the series and the period or periods within
         which, the price or prices at which and the terms and conditions upon
         which Securities of the series shall be redeemed or purchased, in whole
         or in part, pursuant to such right;

                  (10) whether Bearer Securities of the series are to be
         issuable;

                  (11) if Bearer Securities of the series are to be issuable,
         whether interest in respect of any portion of a temporary Bearer
         Security in global form (representing all of the Outstanding Bearer
         Securities of the series) payable in respect of an Interest Payment
         Date prior to the exchange of such temporary Bearer Security for
         definitive Securities of the series shall be paid to any clearing
         organization with respect to the portion of such temporary Bearer
         Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

                  (12) the date as of which any Bearer Securities of the series,
         any temporary Bearer Security in global form and any Global Securities
         shall be dated if other than the date of original issuance of the first
         Security of the series to be issued;

                  (13) the denominations in which Registered Securities of the
         series, if any, shall be issuable if other than denominations of $1,000
         and any integral multiple thereof, and the denominations in which
         Bearer Securities of the series, if any, shall be issuable if other
         than the denomination of $5,000;

                  (14) the currency or currencies, including composite
         currencies, in which payment of the principal of (and premium, if any)
         and interest, if any, on the Securities of the series shall be payable
         (if other than the currency of the United States of America);

                  (15) if the amount of payments of principal of (and premium,
         if any) or interest on the Securities of the series may be determined
         with reference to an index, the manner in which such amounts shall be
         determined;

                  (16) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502;

                  (17) any additional Events of Default or additional covenants
         of PEC pertaining to the Securities of the series;

                  (18) whether and under what circumstances PEC will pay
         additional amounts on the Securities of the series held by a Person who
         is a United States Alien in respect of taxes or similar charges
         withheld or deducted and, if so, whether PEC will have the option to
         redeem such Securities rather than pay such additional amounts;


                                      -17-
<PAGE>

                  (19) whether any Securities of the series are to be issuable
         in whole or in part in the form of one or more Global Securities and,
         if so, (a) the Depositary with respect to such Global Security or
         Securities and (b) the circumstances under which beneficial owners of
         interests in any such Global Security may exchange such interest for
         Securities of the same series and of like tenor and of any authorized
         form and denomination, and the circumstances under which any such
         exchange may occur, if other than as set forth in Section 305;

                  (20) if any of such Securities are to be issued in global form
         and are to be issuable in definitive form (whether upon original issue
         or upon exchange of a temporary Security) only upon receipt of certain
         certificates or other documents or satisfaction of other conditions,
         then the form and terms of such certificates, documents, or conditions;
         and

                  (21) any other terms of the series (which terms shall not be
         inconsistent with the terms of this Indenture).

         All Securities of any one series and the coupons appertaining to Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution and set forth in
such Officers' Certificate or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Corporate Secretary or an Assistant Corporate
Secretary of PEC and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series. Such Board
Resolution may provide general terms or parameters for Securities of such series
and may provide that the specific terms of particular Securities of such series,
and the Persons authorized to determine such terms or parameters, may be
determined in accordance with or pursuant to the Order referred to in the third
paragraph of Section 303.

         SECTION 302. DENOMINATIONS. Unless otherwise provided as contemplated
by Section 301 with respect to any series of Securities, the Registered
Securities of each series shall be issuable in denominations of $1,000 or any
integral multiple thereof and the Bearer Securities of each series, if any,
shall be issuable in the denomination of $5,000.

         SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of PEC by its Chairman of the Board, its
President or one of its Vice Presidents or its Treasurer, attested by its
Corporate Secretary or one of its Assistant Corporate Secretaries. The signature
of any of these officers on the Securities may be manual or facsimile. Coupons
shall bear the facsimile signature of the Treasurer or any Assistant Treasurer
of PEC.

         Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time relevant to the authorization thereof the
proper officers of PEC shall bind PEC, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the


                                      -18-
<PAGE>

authentication and delivery of such Securities or did not hold such offices
at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, PEC may deliver Securities of any series executed on behalf of
PEC to the Trustee for authentication by the Trustee together with an Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with such Order shall authenticate and deliver such Securities;
PROVIDED, that in connection with its original issuance, a Bearer Security may
be delivered only outside the United States and only if the Trustee shall have
received from the Person entitled to receive such Bearer Security a certificate
in the form required by Section 311; and PROVIDED FURTHER, that, with respect to
Securities of a series constituting a medium term note program, the Trustee
shall authenticate and deliver Securities of such series for original issue from
time to time in the aggregate principal amount established for such series
pursuant to such procedures acceptable to the Trustee and to such recipients as
may be specified from time to time by an Order. The maturity dates, original
issue dates, interest rates and any other terms of the Securities of a subseries
of any medium term note program shall be determined by or pursuant to such Order
and procedures.

         In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Sections 315(a) through
315(d) of the Trust Indenture Act) shall be fully protected in relying upon:

                  (a) the Board Resolution or indenture supplemental hereto
         establishing the form of the Securities of that series pursuant to
         Section 201 and the terms of the Securities of that series pursuant to
         Section 301 (or, in the case of a Board Resolution, pursuant to which
         such form and terms are established);

                  (b) an Officer's Certificate pursuant to Sections 201 and 301
         and complying with Section 102; and

                  (c) an Opinion of Counsel complying with Section 102 stating,

                            (i) that the forms of such Securities and coupons,
                  if any, have been established by or pursuant to a Board
                  Resolution or by an indenture supplemental hereto, as
                  permitted by Section 201 and in conformity with the provisions
                  of this Indenture;

                           (ii) that the terms of such Securities have been
                  established by or pursuant to a Board Resolution or by an
                  indenture supplemental hereto, as permitted by Sections 201
                  and 301 and in conformity with the provisions of this
                  Indenture;

                          (iii) that such Securities, together with the coupons,
                  if any, appertaining thereto, when authenticated and delivered
                  by the Trustee and issued by PEC in the manner and subject to
                  any customary conditions specified in such Opinion of


                                      -19-
<PAGE>

                  Counsel, will constitute valid and legally binding obligations
                  of PEC entitled to the benefits provided by the Indenture,
                  enforceable in accordance with their respective terms, except
                  to the extent that the enforcement of such obligations may
                  be subject to bankruptcy laws or insolvency laws or other
                  similar laws, general principles of equity and such other
                  qualifications as such counsel shall conclude are customary or
                  do not materially affect the rights of the Holders of such
                  Securities;

                           (iv) that all laws and requirements in respect of the
                  execution and delivery of the Securities have been complied
                  with; and

                           (v) such other matters as the Trustee may reasonably
                  request.

         With respect to Securities of a subseries of a medium term note
program, the Trustee may conclusively rely on the documents and opinion
delivered pursuant to Sections 201 and 301 and this Section 303, as applicable
(unless revoked by superseding comparable documents or opinions), with respect
to the establishment of the medium term note program as to the authorization of
the Board of Directors of any Securities delivered hereunder, the form thereof
and the legality, validity, binding effect and enforceability thereof.

         Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the documents otherwise required pursuant to
the preceding clauses (a), (b) or (c) prior to or at the time of issuance of
each Security, but such documents shall be delivered prior to or at the time of
issuance of the first Security of such series and shall pertain to all of the
Securities of such series. After any such first delivery, any separate Request
that the Trustee authenticate Securities of such series for original issue will
be deemed to be a certification by PEC that all conditions precedent provided
for in this Indenture relating to authentication and delivery of such Securities
continue to have been complied with.

         If such forms or terms have been so established by or pursuant to a
Board Resolution or by an indenture supplemental hereto as permitted by Sections
201 and 301, the Trustee shall have the right to decline to authenticate and
deliver any Securities of such series:

                  (i) if the Trustee, being advised by counsel, determines that
         such action may not lawfully be taken;

                  (ii) if the Trustee in good faith by its board of directors,
         executive committee or a committee of directors or Responsible Officers
         of the Trustee in good faith determines that such action would expose
         the Trustee to personal liability to Holders of any Outstanding series
         of Securities; or

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


                                      -20-
<PAGE>

         If PEC shall establish pursuant to Section 301 that the Securities of a
series are to be issued in whole or in part in the form of one or more Global
Securities, then it shall execute and the Trustee shall, in accordance with this
Section and the Order with respect to such series, authenticate and deliver one
or more Global Securities in permanent form that (i) shall represent and shall
be denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Global Security
or Securities, (ii) shall be registered, if in registered form, in the name of
the Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction and (iv) shall bear a legend as
required by Section 204.

         Each Registered Security shall be dated the date of its authentication.
Each Global Security, each Bearer Security and any temporary Bearer Security in
global form shall be dated as of the date specified as contemplated by Section
301.

         No Security or related coupon 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 and is entitled to
the benefits of this Indenture. Except as permitted by Section 306 or 307, the
Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured and paid or payment duly provided
for have been detached and canceled.

         SECTION 304. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, PEC may execute, and upon an 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, in registered form or, if authorized, in bearer form with
one or more coupons or without coupons, 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
(but which do not affect the rights or duties of the Trustee). In the case of
Bearer Securities of any series, such temporary Securities may be in global
form, representing all of the outstanding Bearer Securities of such series.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
of any series are issued, PEC will cause definitive Securities of that series to
be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of PEC in a Place of
Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured coupons appertaining thereto), PEC shall execute and the
Trustee shall authenticate and deliver in exchange therefor (at an office or
agency of PEC in the case of Bearer Securities) a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor; PROVIDED, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and PROVIDED FURTHER, that no
definitive Bearer Security shall be


                                      -21-
<PAGE>

delivered in exchange for a temporary Bearer Security unless the Trustee
shall have received from the Person entitled to receive the definitive Bearer
Security a certificate in the form required by Section 311. Until so
exchanged, the temporary Securities of any series, including temporary
Securities in global form, shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

         SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. PEC
shall cause to be kept at one of its offices or agencies designated pursuant to
Section 1002 a register (referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, PEC shall provide
for the registration of Registered Securities of each series and of transfers
and exchanges of Registered Securities of such series. Said office or agency is
hereby appointed the security registrar (referred to as the "Security
Registrar") for the purpose of registering Registered Securities of each series
and transfers and exchanges of Registered Securities of such series as herein
provided.

         Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency in a Place of Payment maintained for such
purpose for such series, PEC shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Registered Securities of the same series, Stated Maturity and original
issue date, of any authorized denominations and of like tenor and aggregate
principal amount.

         At the option of the Holder, Registered Securities of any series
(except a Global Security representing all or a portion of such series) may be
exchanged for Registered Securities of the same series, Stated Maturity and
original issue date, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Securities to be exchanged at
any such office or agency.

         At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series, Stated Maturity and
original issue date, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to PEC and the Trustee
in an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by PEC and the Trustee
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; PROVIDED, that except as
otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of


                                      -22-
<PAGE>

the same series after the close of business at such office or agency on (i)
any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date of payment, as the case may be.

         Whenever any Securities are so surrendered for exchange, PEC 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 PEC, 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 Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by PEC or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to PEC 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 PEC may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.

         PEC shall not be required (i) to issue, to register the transfer of or
to exchange Securities of any series during a period of 15 Business Days
immediately preceding the date notice is given identifying the serial numbers of
the Securities of that series called for redemption, or (ii) to issue, to
register the transfer of or to exchange any Registered Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part, or (iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be exchanged for a Registered
Security of that series, PROVIDED, that such Registered Security shall be
immediately surrendered for redemption with written instruction for payment
consistent with the provisions of this Indenture.

         Notwithstanding the foregoing, except as otherwise specified as
provided by Section 301, any Global Security shall be exchangeable pursuant to
this Section 305 or Sections 304, 306, 906 or 1107 for Securities registered in
the name of, and a transfer of a Global Security of any series may be registered
to, any Person other than the Depositary for such Global Security or its nominee
only if:

                  (i) such Depositary notifies PEC that it is unwilling or
         unable to continue as Depositary for such Global Security or if at any
         time such Depositary ceases to be a clearing agency registered under
         the Securities Exchange Act of 1934, as amended, and a successor
         Depositary is not appointed by PEC within 90 days;


                                      -23-

<PAGE>

                  (ii) PEC executes and delivers to the Trustee an Order that
         such Global Security shall be so exchangeable and the transfer thereof
         so registrable; or

                  (iii) there shall have occurred and be continuing an Event of
         Default or an event which, with the giving of notice or lapse of time,
         would constitute an Event of Default with respect to the Securities of
         such series.

Upon the occurrence in respect of any Global Security of any series of any
one or more of the conditions specified in clauses (i), (ii) or (iii) of the
preceding sentence or such other conditions as may be specified as
contemplated by Section 301 for such series, then without unnecessary delay,
but in any event not later than the earliest date on which such interests may
be so exchanged, PEC shall deliver to the Trustee definitive Securities of
that series in aggregate principal amount equal to the principal amount of
such Global Security executed by PEC.

         On or after the earliest date on which such interests may be so
exchanged, such Global Securities shall be surrendered from time to time by
the Depositary and in accordance with instructions given to the Trustee and
the Depositary (which instructions shall be in writing but need not be
contained in or accompanied by an Officers' Certificate or be accompanied by
an Opinion of Counsel), as shall be specified in the Order with respect
thereto to the Trustee, as PEC's agent for such purpose, to be exchanged, in
whole or in part, for definitive Securities of the same series without
service charge. The Trustee shall authenticate and make available for
delivery, in exchange for each portion of such surrendered Global Security, a
like aggregate principal amount of definitive Securities of the same series
of authorized denominations and of like tenor as the portion of such Global
Security to be exchanged which (unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities, in which
case the definitive Securities exchanged for the Global Security shall be
issuable only in the form in which the Securities are issuable, as specified
as contemplated by Section 301) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by
the beneficial owner thereof; PROVIDED, that no such exchanges may occur
during a period beginning at the opening of business 15 Business Days before
any selection of Securities of that series to be redeemed and ending on the
relevant Redemption Date; and PROVIDED FURTHER, that (unless otherwise
specified as contemplated by Section 301) no Bearer Security delivered in
exchange for a portion of a Global Security shall be mailed or otherwise
delivered to any location in the United States.

         Promptly following any such exchange in part, such Global Security
shall be returned by the Trustee to the Depositary in accordance with the
instructions referred to above. If a Registered Security is issued in
exchange for any portion of a Global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record
Date for such Security and before the opening of business at such office or
agency on the next Interest Payment Date, or (ii) any Special Record Date for
such Security and before the opening of business at such office or agency on
the related proposed date for payment of interest or Defaulted Interest, as
the case may be, interest shall not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such
Registered Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case

                                      -24-
<PAGE>


may be, only to the Person to whom interest in respect of such portion of
such Global Security is payable in accordance with the provisions of this
Indenture.

         SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
any mutilated Security or a Security with a mutilated coupon appertaining to
it is surrendered to the Trustee, PEC shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same
series, Stated Maturity and original issue date, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.

         If there shall be delivered to PEC and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or
coupon 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 the absence
of notice to PEC or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, PEC shall execute and upon its Request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost
or stolen Security or in exchange for the Security to which a destroyed, lost
or stolen coupon appertains (with all appurtenant coupons not destroyed, lost
or stolen), a new Security of the same series, Stated Maturity and original
issue date, and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen coupon appertains.

         In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, PEC in its
discretion may, instead of issuing a new Security, pay such Security or
coupon; PROVIDED, that payment of principal of (and premium, if any) and any
interest on Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United
States; and PROVIDED FURTHER, that with respect to any such coupons, interest
represented thereby (but not any additional amounts payable as provided in
Section 1004), shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

         Upon the issuance of any new Security under this Section, PEC 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 of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of PEC, whether or not the mutilated, destroyed, lost or stolen
Security and its coupons, if any, or the mutilated, destroyed, lost or stolen
coupon shall be at any time enforceable by anyone, and any such new Security
and coupons, if any, shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of that series
and their coupons, if any, duly issued hereunder.




                                     -25-
<PAGE>


         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 or
coupons.

         SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless
otherwise provided as contemplated by Section 301 with respect to any series
of Securities, interest on any Registered 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. Interest, if any, is paid on Bearer Securities to Holders
of coupons. In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

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

                   (1) PEC may elect to make payment of any Defaulted Interest
         to the Persons in whose names the Registered Securities of such series
         (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. PEC
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Registered Security of such series and the
         date of the proposed payment, and at the same time PEC 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 provided in this clause. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify PEC of such Special Record Date and, in
         the name and at the expense of PEC, 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 of Registered
         Securities of such series at the address of such Holder as it appears
         in the Security Register, not less than 10 days prior to such Special
         Record Date. The Trustee may, in its discretion, in the name and at the
         expense of PEC, cause a similar notice to be published at least once in
         an Authorized Newspaper in each



                                      -26-
<PAGE>


         Place of Payment, but such publication shall not be a condition
         precedent to the establishment of 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 Registered Securities of such
         series (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). In case a Bearer
         Security of any series is surrendered at the office or agency in a
         Place of Payment for such series in exchange for a Registered Security
         of such series after the close of business at such office or agency on
         any Special Record Date and before the opening of business at such
         office or agency on the related proposed date for payment of Defaulted
         Interest, such Bearer Security shall be surrendered without the coupon
         relating to such proposed date of payment and Defaulted Interest will
         not be payable on such proposed date of payment in respect of the
         Registered Security issued in exchange for such Bearer Security, but
         will be payable only to the Holder of such coupon when due in
         accordance with the provisions of this Indenture.

                   (2) PEC may make payment of any Defaulted Interest on the
         Securities of any series in any other lawful manner not inconsistent
         with the requirements of any securities exchange on which such
         Securities may be listed, and upon such notice as may be required by
         such exchange, if, after notice given by PEC 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, which were carried by such other
Security.

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

         PEC, the Trustee and any agent of PEC or the Trustee may treat the
bearer of any Bearer Security and the bearer of any coupon as the absolute
owner of such Security or coupon for the purpose of receiving payment thereof
or on account thereof and for all other purposes whatsoever, whether or not
such Security or coupon be overdue, and neither PEC, the Trustee nor any
agent of PEC or the Trustee shall be affected by notice to the contrary.

         No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary (or its nominee) shall have any rights under this
Indenture with respect to such Global Security or any Security represented
thereby, and such Depositary may be treated by PEC, the Trustee, and any agent
of PEC or the Trustee as the owner of such Global Security or



                                      -27-

<PAGE>


any Security represented thereby for all purposes whatsoever. None of PEC,
the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

         SECTION 309. CANCELLATION. All Securities and coupons surrendered
for payment, redemption, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled
by the Trustee. PEC may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which PEC 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, except as expressly permitted by this Indenture. All canceled
Securities and coupons held by the Trustee shall be destroyed and
certification of their destruction delivered to PEC, unless an Order shall
direct that canceled Securities be returned to PEC.

         The repayment of any principal amount of Securities pursuant to such
option of the Holder to require repayment of Securities before their Stated
Maturity, for purposes of this Section 309, shall not operate as a payment,
redemption or satisfaction of the indebtedness represented by such Securities
unless and until PEC, at its option, shall deliver or surrender the same to
the Trustee with an Order that such Securities be canceled.

         SECTION 310. COMPUTATION OF INTEREST. Except as otherwise specified
as contemplated by Section 301(4) for Securities of any series, interest on
the Securities of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

         SECTION 311. FORM OF CERTIFICATION BY A PERSON ENTITLED TO RECEIVE A
BEARER SECURITY. Whenever any provision of this Indenture or the form of
Security contemplates that certification be given by a Person entitled to
receive a Bearer Security, such certification shall be provided substantially
in the form of the following certificate, with only such changes as shall be
approved by PEC and of which PEC shall have given written notice to the
Trustee:























                                      -28-
<PAGE>



                       [FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY]

                                   Certificate

                               [Name of Security]

         This is to certify that the above-captioned Security is not being
acquired by or on behalf of a United States person, or for offer to resell or
for resale to a United States person, or, if a beneficial interest in the
Security is being acquired by a United States person, that such person is a
financial institution or is acquiring through a financial institution and
that the Security is held by a financial institution that has agreed in
writing to comply with the requirements of Section 165(j)(3)(A), (B) or (C)
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder and that such person or financial institution is not purchasing
for offer to resell or for resale within the United States. If this
certificate is being provided by a clearing organization, it is based on
statements provided to it by its member organizations. As used herein,
"UNITED STATES" means the United States of America (including the States and
the District of Columbia), its territories and possessions and other areas
subject to its jurisdiction, and "UNITED STATES PERSON" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or any
political subdivision thereof and any estate or trust the income of which is
subject to United States Federal income taxation regardless of its source. If
the undersigned is a dealer, the undersigned agrees to obtain a similar
certificate from each person entitled to delivery of any of the
above-captioned Securities in bearer form purchased from it; PROVIDED, that
if the undersigned has actual knowledge that the information contained in
such a certificate is false, the undersigned will not deliver a Security in
temporary or definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the undersigned.

         We undertake to advise you by telecopy if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

         We understand that this certificate is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such
proceedings.

Dated:  __________, 20__               ________________________________________







                                      -29-
<PAGE>


         SECTION 312. CUSIP, ISIN AND COMMON CODE NUMBERS. PEC, in issuing
the Securities, may use "CUSIP", "ISIN" or "Common Code" numbers (if then
generally in use) and, if so, the Trustee shall use "CUSIP", "ISIN" or
"Common Code" numbers in notices of redemption as a convenience to Holders;
PROVIDED, however, 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.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon a Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange or conversion of
Securities herein expressly provided for, and any right to receive additional
amounts, as provided in Section 1004) and the Trustee, at the expense of PEC,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when:

                  (1)     either

                  (A) all Securities theretofore authenticated and delivered and
         all coupons appertaining thereto (other than (i) coupons appertaining
         to Bearer Securities surrendered for exchange for Registered Securities
         and maturing after such exchange, whose surrender is not required or
         has been waived as provided in Section 305, (ii) Securities and coupons
         which have been destroyed, lost or stolen and which have been replaced
         or paid as provided in Section 306, (iii) coupons appertaining to
         Securities called for redemption and maturing after the relevant
         Redemption Date, whose surrender has been waived as provided in Section
         1106, and (iv) Securities and coupons for whose payment money has
         theretofore been deposited in trust or segregated and held in trust by
         PEC and thereafter repaid to PEC or discharged from such trust, as
         provided in Section 1003) 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 PEC,




                                      -30-
<PAGE>


         and PEC, in the case of (B)(i), (ii) or (iii) above, has deposited or
         caused to be deposited with the Trustee as trust funds in trust
         dedicated solely for such purpose an amount sufficient, without
         reinvestment, to pay and discharge the entire indebtedness on such
         Securities and coupons not theretofore delivered to the Trustee for
         cancellation, for principal (and premium, if any) and 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;

                  (2) PEC has paid or caused to be paid all other sums payable
         hereunder by PEC; and

                  (3) PEC 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.

         In the event there are Securities of two or more series hereunder,
the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of all series as to which it is Trustee and if the
other conditions thereto are met. In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from all Trustees hereunder.

         Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of PEC to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 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 Sections 305, 306, 402,
1002 and 1003 shall survive.

         SECTION 402. APPLICATION OF TRUST MONEY.  Application of Trust
Money. Subject to the provision of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities,
the coupons and this Indenture, to the payment, either directly or through
any Paying Agent (including PEC acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee, but such money need not be segregated from other funds,
except to the extent required by law.

                                  ARTICLE FIVE

                          REMEDIESARTICLE FIVE REMEDIES

         SECTION 501. EVENTS OF DEFAULT. "Event of Default," wherever used
herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of




                                     -31-
<PAGE>

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) PEC defaults in the payment of any interest (including any
         additional amounts due under Section 1004 as specified therein) upon
         any Security of that series when it becomes due and payable and
         continuance of such default for a period of 60 days; or

                  (2) PEC defaults in the payment of the principal (including
         any additional amounts due under Section 1004 as specified therein) of
         (or premium, if any, on) any Security of that series at its Maturity
         and continuance of such default for a period of three Business Days
         thereafter; or

                  (3) PEC defaults in the deposit of any sinking fund payment
         when and as due by the terms of a Security of that series and
         continuance of such default for a period of three Business Days
         thereafter; or

                  (4) PEC defaults in the performance of or breaches any
         covenant or warranty of PEC in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in or pursuant to this Indenture solely for the benefit of one
         or more series of Securities other than that series), and continuance
         of such default or breach for a period of 90 days after there has been
         given, by registered or certified mail, to PEC by the Trustee, or to
         PEC and the Trustee by the Holders of at least 33% in principal amount
         of the Outstanding Securities of that series, a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by PEC (including a default
         with respect to Securities of any series other than that series) or
         under any mortgage, indenture or instrument under which there may be
         issued or by which there may be secured or evidenced any indebtedness
         for money borrowed by PEC (including this Indenture) whether such
         indebtedness now exists or shall hereafter be created, which default
         shall constitute a failure to pay in excess of $15,000,000 of the
         principal or interest of such indebtedness when due and payable after
         the expiration of any applicable grace period with respect thereto or
         shall have resulted in such indebtedness in an amount in excess of
         $15,000,000 becoming or being declared due and payable prior to the
         date on which it would otherwise have become due and payable, without
         such indebtedness having been discharged or such acceleration having
         been rescinded or annulled within a period of 60 days after there shall
         have been given, by registered or certified mail, to PEC by the Trustee
         or to PEC and the Trustee by the Holders of at least 33% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default and requiring PEC to cause such indebtedness to
         be discharged or cause such acceleration to be rescinded or annulled
         and stating that such notice is a "Notice of Default" hereunder;
         PROVIDED, that subject to the provisions of Sections 601 and 602, the
         Trustee shall not be



                                       -32-

<PAGE>


         deemed to have knowledge of such default unless either (A) a
         Responsible Officer of the Trustee assigned to Global Corporate Trust
         Services (or any successor division or department of the Trustee)
         shall have actual knowledge of such default or (B) the Trustee shall
         have received written notice thereof from PEC, from any Holder, from
         the holder of any such indebtedness or from the trustee under any such
         mortgage, Indenture or other instrument; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of PEC 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 PEC as bankrupt or insolvent, or approving as properly
         filed a petition by one or more Persons other than PEC, or any of its
         Affiliates, seeking reorganization, arrangement, adjustment or
         composition of or in respect of PEC under any applicable Federal or
         State law, or appointing a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official for PEC, or for any
         substantial part of the property of PEC, or ordering the liquidation or
         winding up of the affairs of PEC, and the continuance of any such
         decree or order for relief or any such other decree or order unstayed
         and in effect for a period of 90 consecutive days; or

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

                  (8) any other Event of Default provided with respect to
         Securities of that series.

         SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 33% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the Securities
of that series to be due and payable immediately, by a notice in writing to PEC
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and payable.




                                      -33-
<PAGE>

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

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

                           (A) all overdue interest on all Securities of that
                  series;

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

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such 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 any other amounts due to the Trustee under
                  Section 607;

         and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.

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

         SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEES. PEC covenants that if:

                  (1) default is made in the payment of any 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 (or
         premium, if any, on) any Security at the Maturity thereof and such
         default continues for a period of three Business Days,

PEC will, upon demand of the Trustee, pay to it, for the benefit of the Holders
of such Securities and coupons, the whole amount then due and payable on such
Securities and coupons for principal (and premium, if any) and interest, with
interest on any overdue principal (and premium, if any) and on any overdue
interest, to the extent that payment of such interest shall be


                                        -34-

<PAGE>

legally enforceable, at the rate or rates prescribed therefor in such
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, and any other amounts due to the Trustee under
Section 607.

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

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

         SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to PEC or any other obligor upon the Securities or the
property of PEC or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on PEC or any
other obligor for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel, and
         any other amounts due to the Trustee under Section 607) and of the
         Holders of Securities and coupons allowed in such judicial proceeding;
         and

                  (ii) 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 of Securities and coupons 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 of Securities and coupons, 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 607.


                                       -35-

<PAGE>

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

         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS. All rights of action and claims under this Indenture
or the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons 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 and coupons in respect of which such judgment has
been recovered.

         SECTION 506. APPLICATION OF MONEY COLLECTED. 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 premium, if any) or interest, upon
presentation of the Securities or coupons, or both, as the case may be, 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 607; and

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Securities and
         coupons 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 and coupons
         for principal (and premium, if any) and interest, respectively; and

                  THIRD: To PEC.

         SECTION 507. LIMITATION ON SUITS. No Holder of any Security of any
series or any related coupons 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 with respect to the Securities
         of that series;

                  (2) the Holders of not less than a majority in principal
         amount of the Outstanding Securities of that series 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;


                                       -36-

<PAGE>

                  (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 of that
         series;

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

         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture,
the Holder of any Security or coupon shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if
any) and (subject to Section 307) interest on such Security or payment of
such coupon on the Stated Maturity or Maturities expressed in such Security
or coupon (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 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or
any Holder of a Security or coupon 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, PEC, the Trustee and the Holders of
Securities and coupons 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 510. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise shall,
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Security or coupon 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


                                       -37-

<PAGE>

Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders of Securities or coupons
may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders of Securities or coupons, as the case may be.

         SECTION 512. CONTROL BY HOLDERS OF SECURITIES. The Holders of a
majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series; PROVIDED, that:

                   (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, expose the Trustee to personal liability or
         be unduly prejudicial to Holders not joined therein; and

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

         SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may
on behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default:

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

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

         Upon any such waiver, such default shall cease to exist, and any
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 514. UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Security or coupon by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder of any Security or coupon for the enforcement
of the payment of the principal of (or premium, if any) or interest on


                                       -38-

<PAGE>

any Security or the payment of any coupon on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                                   ARTICLE SIX

                                   THE TRUSTEE

         SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES

         (a) Except during the continuance of an Event of Default with respect
to Securities of any series:

                   (1) the Trustee undertakes to perform, with respect to
         Securities of such series, 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,
         with respect to Securities of such series, 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 with respect to Securities of any
series has occurred and is continuing, the Trustee shall exercise, with respect
to Securities of such series, such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

         (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 wilful misconduct, except that:

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

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

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of a majority in principal amount of the
         Outstanding Securities of any series relating to the time, method and
         place of conducting any proceeding for any remedy available to the


                                       -39-

<PAGE>

         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Indenture with respect to the Securities of such series; 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.

         SECTION 602. NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee
shall transmit, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, notice of all such defaults hereunder known to the
Trustee, unless such default shall have been cured or waived; PROVIDED, that
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a 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 of Securities of such series; and
PROVIDED FURTHER, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

         SECTION 603. CERTAIN RIGHTS OF TRUSTEE. Subject to Sections 315(a)
through 315(d) of the Trust Indenture Act:

                   (a) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, coupon, 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 PEC mentioned herein shall be
         sufficiently evidenced by a Request or Order and any resolution of the
         Board of Directors shall be sufficiently evidenced by a Board
         Resolution;

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


                                       -40-

<PAGE>

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

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

                   (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, coupon, 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 PEC 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; and

                   (h) except as otherwise provided in Section 501(5), the
         Trustee shall not be charged with knowledge of any Event of Default
         with respect to the Securities of any series for which it is acting as
         Trustee unless either (1) a Responsible Officer of the Trustee assigned
         to Global Corporate Trust Services (or any successor division or
         department of the Trustee) shall have actual knowledge of the Event of
         Default or (2) written notice of such Event of Default shall have been
         given to the Trustee by PEC, any other obligor on such Securities or by
         any Holder of such Securities.

         SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities (except the Trustee's
certificates of authentication) and in any coupons shall be taken as the
statements of PEC, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities or coupons,
except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to PEC are true and accurate, subject to the
qualifications set forth therein. The Trustee or any Authenticating Agent shall
not be accountable for the use or application by PEC of Securities or the
proceeds thereof.

         SECTION 605. MAY HOLD SECURITIES. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of PEC, in
its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to Sections 310(b) and


                                       -41-

<PAGE>

311 of the Trust Indenture Act, may otherwise deal with PEC or an Affiliate
of either with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         SECTION 606. 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 with PEC.

         SECTION 607. COMPENSATION AND REIMBURSEMENT. PEC agrees:

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

                   (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 and any Authenticating Agent), except any such
         expense, disbursement or advance as may be attributable to its
         negligence, willful misconduct or bad faith; and

                   (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence,
         willful misconduct 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 reasonable costs and expenses of defending
         itself against any claim or liability in connection with the exercise
         or performance of any of its powers or duties hereunder.

         As security for the performance of the obligations of PEC under this
Section, the Trustee shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of, premium, if any, or interest, if any, on
particular Securities.

         SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS. If at any time
the Trustee shall fail to comply with the obligations imposed upon it by the
provisions of Section 310(b) of the Trust Indenture Act with respect to
Securities of any series after written request therefor by PEC or by any Holder
of a Security of such series who has been a bona fide Holder of a Security of
such series for at least six months then, (i) PEC, by or pursuant to a Board
Resolution, may remove the Trustee with respect to all Securities or the
Securities of such series, or (ii) subject to Section 315(e) of the Trust
Indenture Act, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities of such series and the appointment
of a successor Trustee or Trustees. The Trustee shall comply with the terms of
Section 310(b) of the Trust Indenture Act.


                                       -42-

<PAGE>

         SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at
all times be a Trustee hereunder that is a Person organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, or any other Person permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act and that has
a combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000, is subject to supervision or
examination by Federal, State or District of Columbia authority and is not
otherwise ineligible under Section 310(a)(5) of the Trust Indenture Act. 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 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to PEC. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

         (d) Except during the continuance of an Event of Default, the Trustee
may be removed at any time by PEC by Board Resolution with no less than thirty
days notice to the Trustee.

         (e)    If at any time:

                   (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by PEC or by any Holder of a Security 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 609
         and shall fail to resign after written request therefor by PEC 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



                                       -43-
<PAGE>

         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) PEC by Board Resolution of each may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of
a Security for at least six months may, on behalf of himself and all other
similarly situated Holders, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

         (f) 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, with
respect to the Securities of one or more series, PEC, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to PEC and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by PEC. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by PEC or the Holders of
Securities and accepted appointment in the manner required by Section 611, any
Holder of a Security who has been a bona fide Holder of a Security of such
series 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 with respect to the Securities of such
series.

         (g) PEC shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issuable as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

         SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of
the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to PEC and to the retiring Trustee an instrument
accepting such appointment. Thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of PEC
or on the request of the successor Trustee, such retiring


                                   -44-
<PAGE>

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; PROVIDED, that such property and money shall continue to be
subject to any lien in favor of the retiring Trustee provided for in Section
607.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, PEC, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
PEC or on the request of any successor Trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder, subject nevertheless to its lien
provided for in Section 607, with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

         SECTION 612. 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, if such Person shall
be otherwise


                                    -45-
<PAGE>

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 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and
when the Trustee shall be or become a creditor of PEC (or any other obligor upon
the Securities), the Trustee shall be subject to the provisions of Section 311
and any other provision of the Trust Indenture Act regarding the collection of
claims against PEC.

         SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to PEC and shall at all times be a Corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of not less than $50,000,000 and
subject to supervision or examination by Federal, State or District of Columbia
authority. If such Corporation 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 Corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to PEC. The Trustee may at any time terminate the
agency of an Authenticating


                                   -46-
<PAGE>

Agent by giving written notice thereof to such Authenticating Agent and to
PEC. Upon receiving such a notice of resignation or upon such termination, or
in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to PEC and shall (i)
mail written notice of such appointment by first-class mail, postage prepaid,
to all Holders of Registered Securities, if any, of the series with respect
to which such Authenticating Agent will serve, as their names and addresses
appear in the Security Register, and (ii) if Securities of the series are
issuable as Bearer Securities, publish notice of such appointment at least
once in an Authorized Newspaper in the place where such successor
Authenticating Agent has its principal office if such office is located
outside the United States. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

         The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

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

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

                               Bank One Trust Company National Association,
                               as Trustee



                               By_______________________________
                               As Authenticating Agent



                               By_______________________________
                               Authorized Signatory


                                  -47-
<PAGE>

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
In accordance with Section 312(a) of the Trust Indenture Act, PEC will furnish
or cause to be furnished to the Trustee:

                   (a) semi-annually, not later than June 1 and December 1, in
         each year, a list, in such form as the Trustee may reasonably require,
         containing all the information in the possession or control of PEC, or
         any of its Paying Agents other than the Trustee, as to the names and
         addresses of the Holders of Securities as of the preceding May 15 or
         November 15, as the case may be, and

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

PROVIDED, that no such list need be furnished if the Trustee shall be the
Security Registrar.

         SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
         (a) The Trustee shall comply with the obligations imposed upon it
pursuant to Section 312 of the Trust Indenture Act.

         (b) Every Holder of Securities or coupons, by receiving and holding the
same, agrees with PEC and the Trustee that neither PEC nor the Trustee nor any
agent of any of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders of Securities
in accordance with Section 312 of the Trust Indenture Act, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under Section 312 of the Trust Indenture Act.

         SECTION 703. REPORTS BY TRUSTEE.

         (a) Within 60 days after May 15 of each year commencing with the first
May 15 following the first issuance of Securities pursuant to Section 301, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the immediately
preceding May 15 and the date of this Indenture.

         (b) The Trustee shall transmit the reports required by Section 313(b)
of the Trust Indenture Act at the times specified therein.

         (c) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture
Act.


                                   -48-
<PAGE>

         SECTION 704. REPORTS BY PEC. PEC, pursuant to Section 314(a) of the
Trust Indenture Act, shall:

                   (1) file with the Trustee, within 15 days after PEC is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which PEC may be
         required to file with the Commission pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934, as amended; or, if PEC is
         not required to file information, documents or reports pursuant to
         either of said sections, then it shall file with the Trustee and the
         Commission, in accordance with rules and regulations prescribed from
         time to time by the Commission, such of the supplementary and periodic
         information, documents and reports which may be required pursuant to
         Section 13 of the Securities Exchange Act of 1934, as amended, in
         respect of a security listed and registered on a national securities
         exchange as may be prescribed from time to time in such rules and
         regulations;

                   (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by PEC with the conditions and covenants of this
         Indenture as may be required from time to time by such rules and
         regulations; and

                   (3) transmit, within 30 days after the filing thereof with
         the Trustee, to the Holders of Securities, in the manner and to the
         extent provided in Section 313(c) of the Trust Indenture Act, such
         summaries of any information, documents and reports required to be
         filed by PEC pursuant to paragraphs (1) and (2) of this Section as may
         be required by rules and regulations prescribed from time to time by
         the Commission.


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


         SECTION 801. PEC MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. PEC
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,
unless:

                   (1) the Person formed by any such consolidation or into which
         it is merged or the Person which acquires by conveyance or transfer, or
         which leases, its properties and assets substantially as an entirety
         shall be organized and existing under the laws of the United States of
         America, any State thereof or the District of Columbia and shall
         expressly assume the due and punctual payment of the principal of (and
         premium, if any) and interest on all the Securities and the performance
         of every covenant of this Indenture to be performed or observed on the
         part of PEC;


                                       -49-
<PAGE>

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

                   (3) PEC has delivered to the Trustee an Officers' Certificate
         and an Opinion of Counsel, each stating that such consolidation,
         merger, conveyance, transfer or lease complies with this Section 801
         and that all conditions precedent herein provided for relating to such
         transaction have been complied with.

         PEC covenants and agrees that if, upon any consolidation or merger of
PEC with or into any other Person, or upon any consolidation or merger of any
other Person with or into PEC, or upon any sale or conveyance of all or
substantially all of the property and assets of PEC to any other Person, any
property of PEC or any Subsidiary or any indebtedness issued by any Subsidiary
owned by PEC or by any Subsidiary immediately prior thereto would thereupon
become subject to any mortgage, security interest, pledge, lien or other
encumbrance not permitted by Section 1008 hereof, PEC, prior to or concurrently
with such consolidation, merger, sale or conveyance, will by indenture
supplemental hereto, executed and delivered to the Trustee, effectively secure
the Securities then Outstanding (equally and ratably with (or prior to) any
other indebtedness of or guaranteed by PEC or such Subsidiary then entitled
thereto) by a direct lien on such property of PEC or any Subsidiary or such
indebtedness issued by a Subsidiary, prior to all liens other than any
theretofore existing thereon.

         SECTION 802. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation
by PEC with or merger by PEC into any other Person or any conveyance, transfer
or lease of PEC's properties and assets substantially as an entirety in
accordance with Section 801, the successor formed by such consolidation or into
which it 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,
PEC under this Indenture with the same effect as if such successor had been
named as PEC herein, and thereafter, except in the case of a lease, the
predecessor shall be relieved of all obligations and covenants under this
Indenture and the Securities.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, PEC, 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 one or more of the following purposes only:


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

                    (2) to add to the covenants of PEC for the benefit of the
          Holders of all or any series of Securities (and if such covenants are
          to be for the benefit of less than all series


                                      -50-
<PAGE>

          of Securities, stating that such covenants are expressly being
          included solely for the benefit of such series) or to surrender any
          right or power herein conferred upon PEC; or

                    (3) to add any additional Events of Default; or

                    (4) to add to or change any of the provisions of this
          Indenture to provide that Bearer Securities may be registrable as to
          principal, to change or eliminate any restrictions on the payment of
          principal (or premium, if any) on Registered Securities or of
          principal (or premium, if any) or any interest on Bearer Securities,
          to permit Registered Securities to be exchanged for Bearer Securities
          or to permit the issuance of Securities in uncertificated form;
          PROVIDED, that any such action shall not adversely affect the
          interests of the Holders of Securities of any series or any related
          coupons in any material respect; or

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

                    (6) to secure the Securities; or

                    (7) to establish the form or terms of Securities of any
          series and any related coupons as permitted by Sections 201 and 301;
          or

                    (8) to evidence and provide for the acceptance of
          appointment hereunder by a successor Trustee with respect to the
          Securities of one or more series, to contain such provisions as shall
          be deemed necessary or desirable to confirm that all the rights,
          powers, trusts and duties of the predecessor Trustee with respect to
          the Securities of any series as to which the predecessor Trustee is
          not retiring shall continue to be vested in the predecessor Trustee,
          and to add to or change any of the provisions of this Indenture as
          shall be necessary to provide for or facilitate the administration of
          the trusts hereunder by more than one Trustee, pursuant to the
          requirements of Section 611(b); or

                    (9) to cure any ambiguity, to correct or supplement any
          provision herein which may be defective or inconsistent with any other
          provision herein, or to make any other provisions with respect to
          matters or questions arising under this Indenture; PROVIDED, that such
          change shall not be inconsistent with the provisions of this Indenture
          and shall not adversely affect the interests of the Holders of
          Securities of any series or any related coupons in any material
          respect; or

                    (10) to conform this Indenture to any amendments to the
          Trust Indenture Act.

          SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF
HOLDERS. With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to PEC and the Trustee,
PEC, when authorized by a Board Resolution and the Trustee may enter into an


                                          -51-
<PAGE>

indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or modifying in any manner the rights of the Holders of
Securities of such series and any related coupons under this Indenture;
provided, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security or coupon affected thereby:

                   (1) change the Stated Maturity of the principal of, or of any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or change the method of
         calculating the rate of interest thereon, or change any obligation of
         PEC to pay additional amounts pursuant to Section 1004 (except as
         contemplated by Section 801(1) and permitted by Section 901(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         any Place of Payment in the United States where, or the coin or
         currency in which, any Security or any premium or the interest thereon
         is payable, or impair the right to institute suit for the enforcement
         of any such payment on or after the Stated Maturity thereof (or, in the
         case of redemption, on or after the Redemption Date);

                   (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, 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 reduce the
         requirements of Section 1304 for quorum or voting;

                   (3) change any obligation of PEC to maintain an office or
         agency in each Place of Payment, or any obligation of PEC to maintain
         an office or agency outside the United States pursuant to Section 1002;

                   (4) modify any of the provisions of this Section, Section 513
         or Section 1010, 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.

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

         It shall not be necessary for any Act of Holders of 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.


                                     -52-
<PAGE>


         PEC shall have the right to set a record date for the solicitation of
any consents under this Article Nine, which record date shall be set in
accordance with Section 104.

          SECTION 903. 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 315
of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

          SECTION 904. 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 and of any coupons appertaining
thereto shall be bound thereby.

          SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

          SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If PEC shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and PEC, to any such supplemental indenture may be prepared and executed
by PEC and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


                                        -53-
<PAGE>

                                   ARTICLE TEN

                                    Covenants

          SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. PEC
covenants and agrees for the benefit of each series of Securities that it
will duly and punctually pay the principal of (and premium, if any) and
interest on the Securities of that series in accordance with the terms of the
Securities, any coupons appertaining thereto and this Indenture. Any interest
due on Bearer Securities on or before Maturity, other than additional
amounts, if any, payable as provided in Section 1004 in respect of principal
of (or premium, if any, on) such a Security, shall be payable only upon
presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.

          SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. PEC will maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series (but, except as otherwise provided below, unless
such Place of Payment is located outside the United States, not Bearer
Securities) may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon PEC in respect of the Securities of that
series and this Indenture may be served. PEC initially hereby appoints the
Trustee, its office or agency for each of said purposes. If Securities of a
series are issuable as Bearer Securities, PEC will maintain, subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable
on Securities of such series pursuant to Section 1004); PROVIDED,, that if
the Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock
exchange shall so require, PEC will maintain a Paying Agent in London or
Luxembourg or any other required city located outside the United States, as
the case may be, so long as the Securities of such series are listed on such
exchange. PEC will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time PEC
shall fail to maintain any such required office or agency in respect of any
series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may
be made and notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment (including
payment of any additional amounts payable on Bearer Securities of that series
pursuant to Section 1004) at the place specified for the purpose pursuant to
Section 301 or, if no such place is specified, at the main office of the
Trustee in London, and PEC hereby appoints the Trustee as its agent to
receive such respective presentations, surrenders, notices and demands.

         No payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of PEC in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; PROVIDED, that payment
of principal of and any premium and interest in U.S. dollars (including
additional



                                     -54-
<PAGE>

amounts payable in respect thereof) on any Bearer Security may be made at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City
of New York if (but only if) payment of the full amount of such principal,
premium, interest or additional amounts at all offices outside the United
States maintained for the purpose by PEC in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.

         PEC may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind
such designations; PROVIDED, that no such designation or rescission shall in
any manner relieve PEC of its obligation to maintain an office or agency in
each Place of Payment in accordance with the requirements set forth above for
Securities of any series for such purposes. PEC 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 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
PEC shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) 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.

          Whenever PEC shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) PEC will promptly notify the Trustee of its
action or failure so to act.

          PEC will cause each Paying Agent for any series of Securities 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:

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

                    (2) give the Trustee notice of any default by PEC (or any
          other obligor upon the Securities of that series) in the making of any
          payment of principal of (and premium, if any) or interest on the
          Securities of that series; and

                    (3) at any time during the continuance of any such default,
          upon the written request of the Trustee, forthwith pay to the Trustee
          all sums so held in trust by such Paying Agent.




                                      -55-
<PAGE>


          PEC may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by PEC
or such Paying Agent, such sums to be held by the Trustee upon the same terms
as those upon which such sums were held by PEC 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 sums.

          Any sums deposited with the Trustee or any Paying Agent, or then
held by PEC, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to PEC on Request, or (if then held by PEC)
shall be discharged from such trust; and the Holder of such Security or any
coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to PEC for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all
liability of PEC as trustee thereof, shall thereupon cease; PROVIDED, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of PEC cause to be published once in an
Authorized Newspaper in each Place of Payment or mailed to each such Holder,
or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining
will be repaid to PEC.

          SECTION 1004. ADDITIONAL AMOUNTS. If the Securities of a series
provide for the payment of additional amounts, PEC will pay to the Holder of
any Security of any series or any coupon appertaining thereto additional
amounts as provided therein. Whenever in this Indenture there is mentioned,
in any context, the payment of principal of (or premium, if any) or interest
on, or in respect of, any Security of any series or any related coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of additional
amounts provided for in this Section to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant
to the provisions of this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where
such express mention is not made.

         If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with
respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal (and premium, if any) is made), and at least 10 days prior to each
date of payment of principal (and premium, if any) or interest if there has
been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, PEC will furnish the Trustee and PEC's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of (and premium, if any) or interest on the
Securities of that series shall be made to Holders of Securities of that
series or the related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding
shall be required, then such Officers' Certificate shall specify by country
the amount, if any, required to be withheld on such



                                      -56-
<PAGE>


payments to such Holders of Securities or coupons and PEC will pay to the
Trustee or such Paying Agent the additional amounts required by this Section.
PEC covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

          SECTION 1005. CORPORATE EXISTENCE. Subject to Article Eight, PEC
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and its rights (charter and
statutory).

          SECTION 1006. MAINTENANCE OF PROPERTIES. PEC will cause all
properties used or useful in the conduct of its business to be maintained and
kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; PROVIDED, that nothing in
this Section shall prevent PEC from discontinuing the operation or
maintenance of any of such properties or disposing of them if such
discontinuance or disposal is, in the judgment of PEC, desirable in the
conduct of its business or the business of the Subsidiaries and not
disadvantageous in any material respect to the Holders of Securities.

          SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS. PEC will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon PEC, or upon the income, profits or property of PEC or any of
the Subsidiaries, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of PEC or any
of the Subsidiaries; PROVIDED, that none of PEC or any of the Subsidiaries
shall be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity
is being contested in good faith by appropriate proceedings.

          SECTION 1008. RESTRICTIONS ON LIENS. (a) So long as any Securities
remain outstanding, PEC will not, nor will PEC permit any Subsidiary, other
than a Utility, to, issue, assume or guarantee any debt for money borrowed
(hereinafter in this Section 1008 referred to as "DEBT") that is secured by
any mortgage, security interest, pledge, lien or other encumbrance
(hereinafter in this Section 1008 called "MORTGAGE" or "MORTGAGES") upon any
property of PEC or any such Subsidiary (other than a Utility), except
indebtedness issued by any such Subsidiary and owned by PEC (whether such
property or indebtedness is now owned or hereafter acquired), without in any
such case effectively securing, prior to or concurrently with the issuance,
assumption or guarantee of any such Debt, the Securities (together with, if
PEC shall so determine, any other indebtedness of or guaranteed by PEC or
such Subsidiary ranking equally with the Securities and then existing or
thereafter created) equally and ratably with (or prior to) such Debt;
PROVIDED, that the foregoing restrictions shall not apply to nor prevent the
creation or existence of:

                    (i) mortgages on any property acquired, constructed or
          improved by PEC or any of the Subsidiaries other than the Utilities
          after the date of this Indenture, and any improvements thereon,
          accessions thereto or other property acquired or constructed for




                                      -57-
<PAGE>

          use in connection therewith or related thereto, which are created or
          assumed prior to or contemporaneously with, or within one year after,
          the date of such acquisition or commercial operation of such
          improvement, or within 18 months thereafter pursuant to a firm
          commitment for financing arranged with a lender or investor within
          such one year period, to secure or provide for the payment of all or
          any part of the purchase price of such property or the cost of such
          construction or improvement incurred after the date of this Indenture,
          or, in addition to mortgages contemplated by clauses (ii) and (iii)
          below, mortgages on any property existing at the time of acquisition
          thereof; PROVIDED, that the mortgages shall not apply to any property
          theretofore owned by any Subsidiary (other than a Utility) other than,
          in the case of any such construction or improvement, (1) unimproved
          real property on which the property so constructed or the improvement
          is located, (2) other property (or improvements thereon) which is an
          improvement to or is acquired or constructed for use in connection
          therewith or related thereto, (3) any right and interest under any
          agreement or other documents relating to the property being so
          constructed or improved or such other property and (4) the stock or
          other equity interest of any Subsidiary created or maintained for the
          primary purpose of owning directly or indirectly the property so
          constructed or improved in whole or in part;

                    (ii) existing mortgages on any property or indebtedness of a
          Person which is merged with or into or consolidated with PEC or a
          Subsidiary;

                    (iii) mortgages on property or indebtedness of a Person
          existing at the time such Person becomes a Subsidiary;

                    (iv) mortgages to secure Debt of a Subsidiary to PEC or to
          another Subsidiary (other than a Utility);

                    (v) mortgages in favor of the United States of America, any
          State, any foreign country or any department, agency or
          instrumentality or political subdivision of any such jurisdiction, to
          secure partial, progress, advance or other payments pursuant to any
          contract or statute or to secure any indebtedness incurred for the
          purpose of financing all or any part of the purchase price of the cost
          of constructing or improving the property subject to such mortgages,
          including, without limitation, mortgages to secure Debt of the
          pollution control or industrial revenue bond type;

                    (vi) mortgages to secure Debt of any Subsidiary maturing
          within 12 months from the creation thereof and incurred in the
          ordinary course of business;

                    (vii) mortgages on any natural gas, oil or other mineral
          property to secure all or part of the cost of acquisition (but
          including no more than $50,000,000 book value of property owned by any
          Subsidiary on the date of this Indenture), exploration, drilling or
          development thereof or to secure Debt incurred to provide funds for
          any such purpose;

                    (viii) mortgages existing on the date of this Indenture;



                                      -58-
<PAGE>


                    (ix) mortgages on property constituting all or a part of the
          facility known as the Elwood Energy electric generating facility in
          Elwood, Illinois (the "ELWOOD FACILITY") securing indebtedness
          incurred to pay the costs of acquisition or construction of additions
          or improvement to, or equipment for, the Elwood Facility; and

                    (x) mortgages for the purposes of extending, renewing or
          replacing in whole or in part Debt secured by any mortgage referred to
          in the foregoing clauses (i) to (ix), inclusive, or this clause (ix);
          PROVIDED, that the principal amount of Debt secured thereby shall not
          exceed the principal amount of Debt so secured at the time of such
          extension, renewal or replacement, and that such extension, renewal or
          replacement shall be limited to all or a part of the property or
          indebtedness which secured the mortgage so extended, renewed or
          replaced (plus improvements on such property).

         (b) The provisions of subSection (a) of this Section 1008 shall not
apply to the issuance, assumption or guarantee by PEC or any Subsidiary of
Debt secured by a mortgage which would otherwise be subject to the foregoing
restrictions up to an aggregate amount which, together with all other Debt of
Subsidiaries other than the Utilities secured by mortgages (other than
mortgages permitted by subSection (a) of this Section 1008 which would
otherwise be subject to the foregoing restrictions), does not at the time
exceed 10% of Consolidated Net Tangible Assets.

         (c) If at any time any Subsidiary other than the Utilities shall
issue, assume or guarantee any Debt secured by any mortgage and if subSection
(a) of this Section 1008 requires that the Securities be secured equally and
ratably with such Debt, PEC will promptly deliver to the Trustee an Officers'
Certificate stating that, and Opinion of Counsel to the effect that, the
covenant of PEC contained in subSection (a) of this Section has been complied
with.

          SECTION 1009. STATEMENT AS TO DEFAULT. (a) PEC will deliver to the
Trustee, within 120 days after the end of each fiscal year of PEC ending
after the date hereof, a certificate, signed by the principal executive
officer, principal financial officer or principal accounting officer of PEC,
stating whether or not to the best knowledge of the signers thereof PEC, is
in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if PEC shall be in default,
specifying all such defaults and the nature and status thereof of which they
may have knowledge.

         (b) PEC will deliver to the Trustee, within five days after the
occurrence thereof, written notice of any event which after notice or lapse
of time would become an Event of Default pursuant to clause (4) of Section
501.

          SECTION 1010. WAIVER OF CERTAIN COVENANTS. PEC may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1006 and 1007 with respect to the Securities of any series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective,



                                    -59-
<PAGE>


the obligations of PEC and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

          SECTION 1101. APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for Securities of any series) in accordance with
this Article.

          SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election
of PEC to redeem any Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of PEC of all of the Securities of any
series, PEC shall, at least 60 days prior to the Redemption Date fixed by PEC
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing of such Redemption Date. In case of any redemption at the
election of PEC of less than all the Securities of any series, PEC shall, at
least 60 days prior to the Redemption Date fixed by PEC (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee in writing
of such Redemption Date and of the principal amount of Securities of such
series to be redeemed. In the case of any redemption of Securities (i) prior
to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, or (ii) pursuant to an
election of PEC which is subject to a condition specified in the terms of
such Securities, PEC shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

          SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series are to be redeemed, 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 of such
series (other than Securities of such series held by PEC), not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of
Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series. Unless otherwise
provided in the Securities of a series, partial redemptions must be in an
amount not less than $1,000,000 principal amount of Securities.

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

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



                                     -60-
<PAGE>


          SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be
given in the manner provided in Section 106 to the Holders of Securities to
be redeemed not less than 30 nor more than 60 days prior to the Redemption
Date.

         All notices of redemption shall state:

                    (1) the Redemption Date,

                    (2) the Redemption Price,

                    (3) if less than all the Outstanding Securities of any
          series are to be redeemed, the identification (and, in the case of
          partial redemption, the principal amounts) of the particular
          Securities to be redeemed,

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

                    (5) the place or places where such Securities, together in
          the case of Bearer Securities with all coupons appertaining thereto,
          if any, maturing after the Redemption Date, are to be surrendered for
          payment of the Redemption Price, which shall be the office or agency
          maintained by PEC in each Place of Payment pursuant to Section 1002,
          and

                    (6) that the redemption is for a sinking fund, if such is
          the case.

A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

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

          SECTION 1105. DEPOSIT OF REDEMPTION PRICES. On or prior to any
Redemption Date, PEC shall deposit with the Trustee or with a Paying Agent (or,
if PEC is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) 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, if any, on, all the Securities which are to be redeemed on
that date.

          SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, and the conditions, if any, set forth
in such notice having been satisfied, the Securities 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 PEC shall default in the payment
of the Redemption Price and accrued interest) such Securities shall cease to
bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with said
notice, together with all coupons, if any,



                                      -61-
<PAGE>

appertaining thereto maturing after the Redemption Date, such Security shall
be paid by PEC at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; PROVIDED, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only upon presentation and surrender of coupons for such
interest (at an office or agency located outside the United States except as
otherwise provided in Section 1002); and PROVIDED FURTHER, that installments
of interest on Registered Securities 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 307.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by PEC and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; PROVIDED, that interest represented
by coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency located outside of the United States except as
otherwise provided in Section 1002.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

          SECTION 1107. 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 PEC or the Trustee so requires with respect to any Registered
Security, due endorsement by, or a written instrument of transfer in form
satisfactory to PEC and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing), and PEC shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, Stated
Maturity and 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.

         Except as otherwise specified as contemplated by Section 301, if a
Global Security is so surrendered, PEC shall execute, and the Trustee shall
authenticate and deliver to the Depositary in global form, without service
charge, a new Global Security or Securities of the same series, Stated
Maturity and of any authorized denomination as requested by the Depositary,
in an aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered.





                                      -62-
<PAGE>

                                 ARTICLE TWELVE

                                  SINKING FUNDS

          SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by
Section 301 for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to
as an "optional sinking fund payment." If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided
for by the terms of Securities of such series.

          SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. PEC (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining
thereto, and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of PEC pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to
the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided, that
such Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

          SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, PEC will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that
series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 1202 and stating the basis for such credit and
that such Securities have not previously been so credited and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of PEC in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.






                                       -63-
<PAGE>

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

          SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. If Securities
of a series are issuable as Bearer Securities, a meeting of Holders of
Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

          SECTION 1302. CALL NOTICE AND PLACE OF MEETING. (a) The Trustee may at
any time call a meeting of Holders of Securities of any series for any purpose
specified in Section 1301, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

         (b) In case at any time PEC, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Securities of any
series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1301, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then PEC
or the Holders of Securities of such series in the amount above specified, as
the case may be, may determine the time and the place in the Borough of
Manhattan, The City of New York, or in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subSection (a)
of this Section.

          SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of PEC and each of their respective counsel.

          SECTION 1304. QUORUM; ACTION. The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series. In the absence of
a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined


                                     -64-

<PAGE>

by the chairman of the meeting prior to the adjournment of such adjourned
meeting. Except as provided by Section 1305(d), notice of the reconvening of
any adjourned meeting shall be given as provided in Section 1302(a), except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
PROVIDED, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

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

          SECTION 1305. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETINGS. (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.

         (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by PEC or by
Holders of Securities as provided in Section 1302(b), in which case PEC or the
Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.

         (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities of
such series held or represented by


                                     -65-

<PAGE>

him; PROVIDED, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting
shall have no right to vote, except as a Holder of a Security of such series
or proxy.

         (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

          SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record, at least in triplicate,
of the proceedings of each meeting of Holders of Securities of any series shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1302 and, if applicable, Section 1304.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
PEC, and another to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

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

                                ARTICLE FOURTEEN

  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

          SECTION 1401. LIABILITY SOLELY CORPORATE. No recourse shall be had for
the payment of the principal of or premium, if any, or interest, if any, on any
Securities, or any part thereof, or for any claim based thereon or otherwise in
respect thereof, or of the indebtedness represented thereby, or upon any
obligation, covenant or agreement under this Indenture, against any
incorporator, stockholder, officer, director or employee, as such, past, present
or future of PEC or of any predecessor or successor Corporation (either directly
or through PEC or a predecessor or successor Corporation of either of them),
whether by virtue of any constitutional provision, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being


                                     -66-

<PAGE>

expressly agreed and understood that this Indenture and all the Securities
are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, stockholder, officer,
director or employee, past, present or future, of PEC or of any predecessor
or successor Corporation of either of them, either directly or indirectly
through PEC or any predecessor or successor Corporation of either of them,
because of the indebtedness hereby authorized or under or by reason of any of
the obligations, covenants or agreements contained in this Indenture or in
any of the Securities or to be implied herefrom or therefrom, and that any
such personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for, the execution of this
Indenture and the issuance of the Securities.

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


                                     -67-

<PAGE>

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

                                       PEOPLES ENERGY CORPORATION


                                       By /S/ JAMES M. LUEBBERS
                                          --------------------------------------
                                          Name:  James M. Luebbers
                                          Title: Chief Financial Officer
                                                 and Controller


Attest:


By: /S/ JOHN NASSOS
    -------------------------------


                                     -68-

<PAGE>

                                       BANK ONE TRUST COMPANY NATIONAL
                                        ASSOCIATION, as Trustee


                                       By: /S/ LARRY KUSCH
                                           -------------------------------------
                                           Name:  Larry Kusch
                                           Title: Account Executive


                                     -69-