__________________________________________________


                              LACLEDE GAS COMPANY

                                     TO

                      STATE STREET BANK AND TRUST COMPANY

                                  TRUSTEE


                                  _________

                                  INDENTURE
                     (FOR UNSECURED DEBT SECURITIES)

                     DATED AS OF _____________, 200__


            _________________________________________________





















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                            TABLE OF CONTENTS



PARTIES.....................................................     1

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

                               ARTICLE ONE

          Definitions and Other Provisions of General Application

SECTION 101.   Definitions...................................    1
               Act...........................................    2
               Affiliate.....................................    2
               Authenticating Agent..........................    2
               Authorized Officer............................    2
               Board of Directors............................    2
               Board Resolution..............................    3
               Business Day..................................    3
               Commission...................................     3
               Company.......................................    3
               Company Request or Company Order..............    3
               Corporate Trust Office........................    3
               Corporation..................................     3
               Defaulted Interest...........................     3
               Discount Security............................     3
               Dollar or $...................................    3
               Eligible Obligations..........................    4
               Event of Default..............................    4
               Governmental Authority........................    4
               Government Obligations........................    4
               Holder.........................................   4
               Indenture....................................     4
               Interest Payment Date........................     5
               Maturity......................................    5
               Officer's Certificate.........................    5
               Opinion of Counsel............................    5
               Outstanding...................................    5
               Paying Agent..................................    6
               Periodic Offering.............................    6
               Person........................................    6

Note:  This table of contents shall not, for any purpose, be deemed to be
part of the Indenture.

                                 i
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               Place of Payment...............................   6
               Predecessor Security..........................    7
               Redemption Date...............................    7
               Redemption Price.............................     7
               Regular Record Date..........................     7
               Required Currency.............................    7
               Responsible Officer...........................    7
               Security and Securities.......................    7
               Security Register and Security Registrar......    7
               Special Record Date...........................    7
               Stated Interest Rate..........................    7
               Stated Maturity...............................    8
               Subsidiary....................................    8
               Tranche.......................................    8
               Trust Indenture Act...........................    8
               United States.................................    8
SECTION 102.   Compliance Certificates and Opinions..........    8
SECTION 103.   Form of Documents Delivered to Trustee........    9
SECTION 104.   Acts of Holders...............................    10
SECTION 105.   Notices, etc. to Trustee and Company..........    12
SECTION 106.   Notice to Holders of Securities; Waiver.......    13
SECTION 107.   Conflict with Trust Indenture Act.............    13
SECTION 108.   Effect of Headings and Table of Contents.......   13
SECTION 109.   Successors and Assigns.......................     13
SECTION 110.   Separability Clause..........................     14
SECTION 111.   Benefits of Indenture........................     14
SECTION 112.   Governing Law................................     14
SECTION 113.   Legal Holidays..............................      14

                               ARTICLE TWO

                              Security Forms

SECTION 201.   Forms Generally..............................     14
SECTION 202.   Form of Trustee's Certificate of Authentication.. 15

                              ARTICLE THREE

                              The Securities

SECTION 301.   Amount Unlimited; Issuable in Series..........    15
SECTION 302.   Denominations................................     19



                                 ii
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SECTION 303.   Execution, Authentication, Delivery and Dating....20
SECTION 304.   Temporary Securities........................      23
SECTION 305.   Registration, Registration of Transfer and
               Exchange........................................  23
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 by Security Registrar...........     27
SECTION 310.   Computation of Interest......................     27
SECTION 311.   Payment to Be in Proper Currency............      28
SECTION 312.   Extension of Interest Payment...............      28

                                ARTICLE FOUR

                          Redemption of Securities

SECTION 401.   Applicability of Article....................      28
SECTION 402.   Election to Redeem; Notice to Trustee.........    29
SECTION 403.   Selection of Securities to Be Redeemed........    29
SECTION 404.   Notice of Redemption...........................   29
SECTION 405.   Securities Payable on Redemption Date........     31
SECTION 406.   Securities Redeemed in Part..................     31

                                ARTICLE FIVE

                               Sinking Funds

SECTION 501.   Applicability of Article.....................     32
SECTION 502.   Satisfaction of Sinking Fund Payments with
               Securities....................................    32
SECTION 503.   Redemption of Securities for Sinking Fund.......  33

                                ARTICLE SIX

                                 Covenants

SECTION 601.   Payment of Principal, Premium and Interest......  33
SECTION 602.   Maintenance of Office or Agency...............    34
SECTION 603.   Money for Securities Payments to Be Held in Trust.34
SECTION 604.   Corporate Existence...........................    36
SECTION 605.   Maintenance of Properties.....................    36
SECTION 606.   Annual Officer's Certificate as to Compliance.....36
SECTION 607.   Waiver of Certain Covenants...................    36
















                                 iii
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                                 ARTICLE SEVEN

                           Satisfaction and Discharge

SECTION 701.   Satisfaction and Discharge of Securities..........37
SECTION 702.   Satisfaction and Discharge of Indenture.......... 40
SECTION 703.   Application of Trust Money...................     40

                                 ARTICLE EIGHT

                          Events of Default; Remedies

SECTION 801.   Events of Default............................     41
SECTION 802.   Acceleration of Maturity; Rescission and
               Annulment.....................................    42
SECTION 803.   Collection of Indebtedness and Suits for
               Enforcement by Trustee........................    44
SECTION 804.   Trustee May File Proofs of Claim..............    44
SECTION 805.   Trustee May Enforce Claims Without Possession of
               Securities...................................     45
SECTION 806.   Application of Money Collected...............     45
SECTION 807.   Limitation on Suits...........................    46
SECTION 808.   Unconditional Right of Holders to Receive
               Principal, Premium and Interest...............    47
SECTION 809.   Restoration of Rights and Remedies............    47
SECTION 810.   Rights and Remedies Cumulative................    47
SECTION 811.   Delay or Omission Not Waiver.................     47
SECTION 812.   Control by Holders of Securities.............     48
SECTION 813.   Waiver of Past Defaults.......................    48
SECTION 814.   Undertaking for Costs........................     49
SECTION 815.   Waiver of Stay or Extension Laws.............     49

                                 ARTICLE NINE

                                 The Trustee

SECTION 901.   Certain Duties and Responsibilities...........    49
SECTION 902.   Notice of Defaults.............................   50
SECTION 903.   Certain Rights of Trustee......................   50
SECTION 904.   Not Responsible for Recitals or Issuance of
               Securities....................................    52
SECTION 905.   May Hold Securities...........................    52
SECTION 906.   Money Held in Trust...........................    52
SECTION 907.   Compensation and Reimbursement................    52















                                 iv
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SECTION 908.   Disqualification; Conflicting Interests..........   53
SECTION 909.   Corporate Trustee Required; Eligibility..........   53
SECTION 910.   Resignation and Removal; Appointment of
               Successor......................................     54
SECTION 911.   Acceptance of Appointment by Successor........      56
SECTION 912.   Merger, Conversion, Consolidation or Succession to
               Business......................................      57
SECTION 913.   Preferential Collection of Claims Against Company...57
SECTION 914.   Co-trustees and Separate Trustees...................58
SECTION 915.   Appointment of Authenticating Agent.................59

                                 ARTICLE TEN

               Holders' Lists and Reports by Trustee and Company

SECTION 1001.  Lists of Holders..............................      61
SECTION 1002.  Reports by Trustee and Company...................   61

                                ARTICLE ELEVEN

                Consolidation, Merger, Conveyance or Other Transfer

SECTION 1101.   Company May Consolidate, etc., Only on Certain
                Terms............................................. 62
SECTION 1102.   Successor Person Substituted.......................63

                                 ARTICLE TWELVE

                             Supplemental Indentures

SECTION 1201.   Supplemental Indentures Without Consent of Holders.63
SECTION 1202.   Supplemental Indentures With Consent of Holders... 65
SECTION 1203.   Execution of Supplemental Indentures..........     66
SECTION 1204.   Effect of Supplemental Indentures.............     66
SECTION 1205.   Conformity with Trust Indenture Act................67
SECTION 1206    Reference in Securities to Supplemental Indentures.67
SECTION 1207    Modification Without Supplemental Indenture.....   67

                                ARTICLE THIRTEEN

                   Meetings of Holders; Action Without Meeting

SECTION 1301.   Purposes for Which Meetings May Be Called..........68
SECTION 1302.   Call, Notice and Place of Meetings................ 68















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SECTION 1303.   Persons Entitled to Vote at Meetings..........     69
SECTION 1304.   Quorum; Action................................     69

SECTION 1305.   Attendance at Meetings; Determination of Voting
                Rights;Conduct and Adjournment of Meetings.........70
SECTION 1306.   Counting Votes and Recording Action of Meetings....71
SECTION 1307.   Action Without Meeting............................ 71

                               ARTICLE FOURTEEN

     Immunity of Incorporators, Shareholders, Officers and Directors

SECTION 1401.   Liability Solely Corporate.....................    72

Testimonium...................................................     73

Signatures....................................................     73










































                                 vi
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                          LACLEDE GAS COMPANY

       RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

                 AND INDENTURE, DATED AS OF                  , 200

TRUST INDENTURE ACT SECTION                  INDENTURE SECTION

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


















                                 vii
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                 (b)..............................808
ss. 317          (a) (1)..........................803
                 (a) (2)..........................804

                 (b)..............................603
ss. 318          (a)..............................107

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


















































                                 viii
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     INDENTURE, dated as of ___________, 200_, between LACLEDE GAS COMPANY,
a corporation duly organized and existing under the laws of the State of
Missouri (herein called the "Company"), having its principal office at 720
Olive St., St. Louis, Missouri 63101, and State Street Bank and Trust
Company, a state banking corporation organized and operating under the
banking laws of the Commonwealth of Massachusetts, having its principal
corporate trust office at 225 Franklin Street, Boston, Massachusetts 02110,
as Trustee (herein called the "Trustee").

                         RECITAL OF THE COMPANY

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

     For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used
herein shall have the meanings assigned to them in Article One, Section 101,
of this Indenture.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                 ARTICLE ONE

        DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS.

     For all purposes of this Indenture, except as otherwise expressly
provided or unless the context clearly requires otherwise:

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

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













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          (c)  all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect
to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States at the
date of such computation or, at the election of the Company from time to
time, at the date of the execution and delivery of this Indenture; provided,
however, that in determining generally accepted accounting principles
applicable to the Company, the Company shall, to the extent required,
conform to any order, rule or regulation of any administrative agency,
regulatory authority or other governmental body having jurisdiction over the
Company; and

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

     Certain terms used principally in Article Six and Article Nine 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 through one
or more intermediaries, whether through the ownership of voting securities,
by contract or otherwise; and the terms "Controlling" and "Controlled" have
meanings correlative to the foregoing.

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

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

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












                                 2
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     "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of
such certification and delivered to the Trustee.

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

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

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

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

     "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
Indenture is located at 225 Franklin Street, Boston, MA  62110.

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

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

     "Discount Security" means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 802.
"Interest" with respect to a Discount Security means interest, if any, borne
by such Security at a Stated Interest Rate.

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











                                 3
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<PAGE>
     "Eligible Obligations" means:

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


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

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

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

     "Government Obligations" means:

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

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

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

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













                                 4
<PAGE>
<PAGE>
     "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 provided in such Security or in this Indenture, whether
at the Stated Maturity, by declaration of acceleration, upon call for
redemption or otherwise.

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

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

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

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

          (b)  Securities deemed to have been paid for all purposes of this
Indenture in accordance with Section 701 (whether or not the Company's
indebtedness in respect thereof shall be satisfied and discharged for any
other purpose); and

          (c)  Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it and the Company that such Securities are held by a bona
fide purchaser or purchasers in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether
or not the Holders of the requisite principal amount of the Securities
Outstanding under this Indenture, or the Outstanding Securities of any
series or Tranche, have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or whether or not a quorum is present at
a meeting of Holders of Securities,

          (x)  Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor (unless
the Company, such Affiliate or such obligor owns all Securities Outstanding
under this Indenture, or (except for the purposes of actions to be taken by
Holders of (i) more than one series













                                 5
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<PAGE>
voting as a class under Section 812 or (ii) more than one series or more
than one Tranche, as the case may be, voting as a class under Section 1202)
all Outstanding Securities of each such series and each such Tranche, as the
case may be, determined without regard to this clause (x)) shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which the
Trustee knows to be so owned shall be so disregarded; provided, however,
that the Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the reasonable
satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other
obligor; and

          (y)  the principal amount of a Discount Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 802;

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

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

     "Periodic Offering" means an offering of Securities of a series from
time to time any or all of the specific terms of which Securities, including
without limitation the rate or rates of interest, if any, thereon, the
Stated Maturity or Maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Company or its agents from
time to time subsequent to the initial request for the authentication and
delivery of such Securities by the Trustee, all as contemplated in Section
301 and clause (b) of Section 303.

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

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










                                 6
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<PAGE>
on the Securities of such series or Tranche are payable.

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

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

     "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture, exclusive of accrued and unpaid interest, if any.

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

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

     "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate
trust matters.

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

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

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

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












                                 7
<PAGE>
<PAGE>
     "Stated Maturity," when used with respect to any obligation or any
installment of principal thereof or interest thereon, means the date on
which the principal of such obligation or such installment of principal or
interest is stated to be due and payable (without regard to any provisions
for redemption, prepayment, acceleration, purchase or extension).

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

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

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

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

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

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

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











                                 8
<PAGE>
<PAGE>
     Every Officer's Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

          (a)  a statement that each Person signing such Officer's
Certificate or Opinion of Counsel has read such covenant or condition and
the definitions herein relating thereto;

          (b)  a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained
in such Officer's Certificate or Opinion of Counsel are based;

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

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

SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion are based are erroneous.  Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous. Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.












                                 9
<PAGE>
<PAGE>
     Whenever, subsequent to the receipt by the Trustee of any Board
resolution, Officer's Certificate, opinion of Counsel or other document or
instrument, a clerical, therein, a new document or instrument may be
substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective, of the date or
dates of the actual execution and/or delivery thereof, such substitute
document or instrument shall be deemed to have been executed and/or
delivered as of the date of dates required with respect to the document or
instrument for which it is substituted.  Anything in this Indenture to the
contrary notwithstanding, if any such corrective document or instrument
indicates that action has been taken by or at the request of the Company
which could not have been taken had the original document or instrument not
contained such error or omission, then, the action so taken shall not be
invalidated or otherwise rendered ineffective but shall be and remain in
full force and effect, except to the extent that such action was a result of
willful misconduct or bad faith.  Without limiting the generality of the
foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with
all other Outstanding Securities, except as aforesaid.

SECTION 104.  ACTS OF HOLDERS.

          (a)  Any request, demand, authorization, direction, notice,
consent, election, waiver or other action provided by this Indenture to be
made, given or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing or, alternatively, may be
embodied in and evidenced by the record of Holders voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders duly called and held in accordance with the provisions of Article
Thirteen, or a combination of such instruments and any such record.  Except
as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments or record or both are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act"
of the Holders signing such instrument or instruments and so voting at any
such meeting.  Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security,
shall be sufficient for any purpose of this Indenture and (subject to
Section 901) conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Section.  The record of any meeting of Holders
shall be proved in the manner provided in Section 1306.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the









                                 10 
<PAGE>
<PAGE>
execution thereof or may be proved in any other manner which the Trustee and
the Company deem sufficient.  Where such execution is by a signer acting in
a capacity other than his or her individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his or her authority.

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

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

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

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

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









                                 11
<PAGE>
<PAGE>
SECTION 105.  NOTICES, ETC. TO TRUSTEE AND COMPANY.

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



                          If to the Trustee, to:

                          State Street Bank and Trust Company
                          2 Avenue de Lafayette, Boston, MA  02111
                          Attention: Michael D'Angelico
                          Telephone: 617-662-1737-
                          Facsimile: 617-662-1464
                          E-mail address: "mdangelico@fmg-statestreet.com"

                          Copy to:
                          Laura Roberson
                          State Street Bank and Trust Company
                          211 North Broadway, Suite 3900
                          St. Louis, MO  63102
                          Telephone: 314-206-3026
                          Facsimile:  314-206-3054
                          E-mail address: "lroberson@fmg-statestreet.com"

                          If to the Company, to:

                          Laclede Gas Company
                          720 Olive Street
                          St. Louis, MO  63101
                          Attention:  Treasurer
                          Telephone:  314-342-0506
                          Facsimile:  314-421-1979
                          E-mail address:  "rkrutzman@lacledegas.com"












                                 12
<PAGE>
<PAGE>
     Any communication contemplated herein shall be deemed to have been
made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission or other direct written
electronic means, on the date of transmission, and if transmitted by
certified or registered mail, on the date of receipt.

SECTION 106.  NOTICE TO HOLDERS OF SECURITIES; WAIVER.

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

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

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

SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

     If any provision of this Indenture limits, qualifies or conflicts with
another provision hereof which is required or deemed to be included in this
Indenture by, or is otherwise governed by, any of the provisions of the
Trust Indenture Act, such other provision shall control; and if any
provision hereof otherwise conflicts with the Trust Indenture Act, the Trust
Indenture Act shall control.

SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.  SUCCESSORS AND ASSIGNS.

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







                                 13
<PAGE>
<PAGE>
SECTION 110.  SEPARABILITY CLAUSE.

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

SECTION 111.  BENEFITS OF INDENTURE.

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

SECTION 112.  GOVERNING LAW.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, except to the extent that
the law of any other jurisdiction shall be mandatorily applicable.

SECTION 113.  LEGAL HOLIDAYS.

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

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.  FORMS GENERALLY.

     The definitive Securities of each series shall be in substantially the
form or forms thereof established in the indenture supplemental hereto
establishing such series or in a Board Resolution establishing such series,
or in an Officer's Certificate pursuant to such










                                 14
<PAGE>
<PAGE>
supplemental indenture or Board Resolution, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities
exchange or the authorizations, orders or regulations of any state
regulatory agency having jurisdiction over the Company or as may,
consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.  If the form
or forms of Securities of any series are established in a Board Resolution
or in an Officer's Certificate pursuant to a Board Resolution, such Board
Resolution and Officer's Certificate, if any, shall be delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such Securities.

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


SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

     The Trustee's certificate of authentication shall be in substantially
the form set forth below:

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

Dated:
                               State Street Bank and Trust Company,
                               as Trustee


                               By:
                                    Authorized Signatory


                                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.












                                 15
<PAGE>
<PAGE>
     The Securities may be issued in one or more series.  Subject to the
last paragraph of this Section, prior to the authentication and delivery of
Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution, or in an Officer's
Certificate pursuant to a supplemental indenture or a Board Resolution:

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

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

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

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

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

          (f)  the place or places at which or methods by which (1) the
principal of and premium, if any, and interest, if any, on Securities of
such series, or any Tranche









                                 16
<PAGE>
<PAGE>
thereof, shall be payable, (2) registration of transfer of Securities of
such series, or any Tranche thereof, may be effected, (3) exchanges of
Securities of such series, or any Tranche thereof, may be effected and (4)
notices and demands to or upon the Company in respect of the Securities of
such series, or any Tranche thereof, and this Indenture may be served; the
Security Registrar and any Paying Agent or Agents for such series or
Tranche; and if such is the case, that the principal of such Securities
shall be payable without presentment or surrender thereof;

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

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

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

          (j)  the currency or currencies, including composite currencies,
in which payment of the principal of and premium, if any, and interest, if
any, on the Securities of such series, or any Tranche thereof, shall be
payable (if other than in Dollars) and the formulary or other method or
other means by which the equivalent of any such amount in Dollars is to be
determined for any purpose, including for the purpose of determining the
principal amount of such Securities deemed to be Outstanding at any time;

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

          (l)  if the principal of or premium, if any, or interest, if any,
on the Securities of such series, or any Tranche thereof, are to be payable,
or are to be payable at the election of the Company or a Holder thereof, in
securities or other property, the type








                                 17
<PAGE>
<PAGE>
and amount of such securities or other property, or the formulary or other
method or other means by which such amount shall be determined, and the
period or periods within which, and the terms and conditions upon which, any
such election may be made;

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

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

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

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

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

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

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

          (t)  to the extent not established pursuant to clause (r) of this
paragraph,








                                 18
<PAGE>
<PAGE>
any limitations on the rights of the Holders of the Securities of such
Series, or any Tranche thereof, to transfer or exchange such Securities or
to obtain the registration of transfer thereof; and if a service charge will
be made for the registration of transfer or exchange of Securities of such
series, or any Tranche thereof, the amount or terms thereof;

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

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

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

         (x)  any other terms of the Securities of such series, or any
Tranche thereof, not inconsistent with the provisions of this Indenture.

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

     Unless otherwise specified with respect to a series of Securities
pursuant to Section 301(b), any limit upon the aggregate principal amount of
a series of Securities may be increased without the consent of any Holders
and additional Securities of such series may be authenticated and delivered
up to the limit upon the aggregate principal amount authorized with respect
to such series as so increased.

SECTION 302.  DENOMINATIONS.

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













                                 19
<PAGE>
<PAGE>
SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

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

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

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

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

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

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















                                 20
<PAGE>
<PAGE>
               (ii)  the terms of such Securities have been duly authorized
by the Company and have been established in conformity with the provisions
of this Indenture; and

               (iii)  such Securities, when authenticated and delivered by
the Trustee and issued and delivered by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will
have been duly issued under this Indenture and will constitute valid and
legally binding obligations of the Company, entitled to the benefits
provided by this Indenture, and enforceable in accordance with their terms,
subject, as to enforceability, to laws relating to or affecting generally
the enforcement of creditors' rights, including, without limitation,
bankruptcy and insolvency laws and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); provided, however, that, with respect to Securities of a
series subject to a Periodic Offering, the Trustee shall be entitled to
receive such Opinion of Counsel only once at or prior to the time of the
first authentication and delivery of such Securities (provided that such
Opinion of Counsel addresses the authentication and delivery of all
Securities of such series) and that, in lieu of the opinions described in
clauses (ii) and (iii) above, Counsel may opine that:

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

                    (y)  such Securities, when authenticated and delivered
by the Trustee in accordance with this Indenture and the Company Order or
Orders or specified procedures referred to in paragraph (x) above and issued
and delivered by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will have been duly issued under this
Indenture and will constitute valid and legally binding obligations of the
Company, entitled to the benefits provided by the Indenture, and enforceable
in accordance with their terms, subject, as to the enforceability, to laws
relating to or affecting generally the enforcement of creditors' rights,
including, without limitation, bankruptcy and insolvency



















                                 21
<PAGE>
<PAGE>
laws, and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

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

     If the form or terms of the Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate
as permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to
this Indenture will materially or adversely affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.

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

     Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, or any Tranche thereof, no Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee or an Authenticating Agent by manual signature of an authorized
signatory thereof, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of
this Indenture.  Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder to the Company, or any Person
acting on its behalf, but shall never have been issued and sold by the
Company, and the Company shall deliver such Security to the Security
Registrar for cancellation as provided in Section 309 together with a
written statement (which need not comply with Section 102 and need not be
accompanied by an Officer's Certificate or an Opinion of Counsel) stating
that such Security has never been issued and sold by the











                                 22
<PAGE>
<PAGE>
Company, then for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits hereof.

SECTION 304.  TEMPORARY SECURITIES.

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

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

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


SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept in one of the offices designated
pursuant to Section 602, with respect to the Securities of each series, or
any Tranche thereof, a register (the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities of such series, or any Tranche
thereof, and the registration of transfer thereof.  The Company shall
designate one Person to maintain the Security Register for the Securities of
each series on a consolidated basis, and such Person is referred to herein,
with respect to such series, as the "Security Registrar."  Anything herein
to the contrary notwithstanding, the Company may designate one or more of
its offices as an office in which a register with respect to










                                 23
<PAGE>
<PAGE>
the Securities of one or more series, or any Tranche or Tranches thereof,
shall be maintained, and the Company may designate itself the Security
Registrar with respect to one or more of such series.  The Security Register
shall be open for inspection by the Trustee and the Company at all
reasonable times.

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

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

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

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

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

           The Company shall not be required to execute or to provide for
the registration of transfer of or the exchange of (a) Securities of any
series, or any Tranche thereof, during a period of 15 days immediately
preceding the date notice is to be given identifying the









                                 24
<PAGE>
<PAGE>
serial number of the Securities of such series or Tranche called for
redemption or (b) any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and Tranche, and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

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

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

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

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

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














                                 25
<PAGE>
<PAGE>
SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

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

          (b)  The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with
the requirements










                                 26
<PAGE>
<PAGE>
of any securities exchange on which such Securities may be listed, and upon
such notice as may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this clause,
such manner of payment shall be deemed practicable by the Trustee.

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

SECTION 308.  PERSONS DEEMED OWNERS.

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

SECTION 309.  CANCELLATION BY SECURITY REGISTRAR.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the
Security Registrar, be delivered to the Security Registrar and, if not
theretofore canceled, shall be promptly canceled by the Security Registrar.
The Company may at any time deliver to the Security Registrar for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever or which the
Company shall not have issued and sold, and all Securities so delivered
shall be promptly canceled by the Security Registrar.  No Securities shall
be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture.
All canceled Securities held by the Security Registrar shall be disposed of
in accordance with the Security Registrar's customary procedures, and the
Security Registrar shall promptly deliver a certificate of disposition to
the Trustee and the Company unless, by a Company Order, similarly delivered,
the Company shall direct that canceled Securities be returned to it.  The
Security Registrar shall promptly deliver evidence of any cancellation of a
Security in accordance with this Section 309 to the Trustee and the Company.


SECTION 310.  COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 301 for
Securities of any series, or any Tranche thereof, interest on the Securities
of each series shall be computed










                                 27
<PAGE>
<PAGE>
on the basis of a 360-day year consisting of twelve 30-day months and for
any period shorter than a full calendar month, on the basis of the actual
number of days elapsed in such period.

SECTION 311.  PAYMENT TO BE IN PROPER CURRENCY.

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

SECTION 312.  EXTENSION OF INTEREST PAYMENT.

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

                               ARTICLE FOUR

                         REDEMPTION OF SECURITIES

SECTION 401.  APPLICABILITY OF ARTICLE.

      Securities of any series, or any Tranche thereof, which are redeemable
before their Stated Maturity (or, if the principal of the Securities of any
series is payable in installments, the Stated Maturity of the final
installment of the principal thereof) shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section
301 for Securities of such series or Tranche) in accordance with this
Article.











                                 28
<PAGE>
<PAGE>
SECTION 402.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

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

SECTION 403.  SELECTION OF SECURITIES TO BE REDEEMED.

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

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

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


SECTION 404.  NOTICE OF REDEMPTION.

     Except as otherwise specified as contemplated by Section 301 for
Securities of any







                                 29
<PAGE>
<PAGE>
series, notice of redemption shall be given in the manner provided in
Section 106 to the Holders of the Securities to be redeemed not less than 30
nor more than 60 days prior to the Redemption Date.

     All notices of redemption shall state:

          (a)  the Redemption Date;

          (b)  the Redemption Price or the formula pursuant to which the
Redemption Price is to be determined if the Redemption Price cannot be
determined at the time such notice is given;

          (c)  if less than all the Securities of any series or Tranche are
to be  redeemed, the identification of the particular Securities to be
redeemed and the portion of the principal amount of any Security to be
redeemed in part and, in the case of any such Security of such series to be
redeemed in part, that, on and after the Redemption Date, upon surrender of
such Security, a new Security or Securities of such series in principal
amount equal to the remaining unpaid principal amount thereof will be issued
as provided in Section 406;

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

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

          (f)  that the redemption is for a sinking or other fund, if such
is the case;

          (g)  the CUSIP numbers, if any, assigned to such Securities;
provided, however, that such notice may state that no representation is made
as to the correctness of any CUSIP numbers, and the redemption of such
Securities shall not be affected by any defect in or omission of such
numbers; and

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

     Unless otherwise specified with respect to any Securities in accordance
with Section 301, with respect to any notice of redemption of Securities at
the election of the Company, unless, upon the giving of such notice, such
Securities shall be deemed to have been paid in accordance with Section 701,
such notice may state that such redemption shall be conditional upon the
receipt by the Paying Agent or Agents for such Securities,










                                 30
<PAGE>
<PAGE>
on or prior to the date fixed for such redemption, of money sufficient to
pay the principal of and premium, if any, and interest, if any, on such
Securities and that if such money shall not have been so received such
notice shall be of no force or effect and the Company shall not be required
to redeem such Securities.  In the event that such notice of redemption
contains such a condition and such money is not so received, the redemption
shall not be made and within a reasonable time thereafter notice shall be
given, in the manner in which the notice of redemption was given, that such
money was not so received and such redemption was not required to be made,
and the Paying Agent or Agents for the Securities otherwise to have been
redeemed shall promptly return to the Holders thereof any of such Securities
which had been surrendered for payment upon such redemption.

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

SECTION 405.  SECURITIES PAYABLE ON REDEMPTION DATE.

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

SECTION 406.  SECURITIES REDEEMED IN PART.

     Upon the surrender of any Security which is to be redeemed only in part
at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the










                                 31
<PAGE>
<PAGE>
Trustee duly executed by, the Holder thereof or his or her attorney duly
authorized in writing), the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security, without service
charge, a new Security or Securities of the same series and Tranche, of any
authorized denomination requested by such Holder and of like tenor and in
aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

                                  ARTICLE FIVE

                                  SINKING FUNDS

SECTION 501.  APPLICABILITY OF ARTICLE.

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

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

SECTION 502.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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











                                 32
<PAGE>
<PAGE>
SECTION 503.  REDEMPTION OF SECURITIES FOR SINKING FUND.

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

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

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

          (c)  the aggregate sinking fund payment;

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

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

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

                                   ARTICLE SIX

                                    COVENANTS

SECTION 601.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company shall pay the principal of and premium, if any, and
interest, if any, on the Securities of each series in accordance with the
terms of such Securities and this Indenture.














                                 33
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<PAGE>
SECTION 602.  MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

SECTION 603.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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









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

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

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

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

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

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

     Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if
any, or interest, if any, on any Security and remaining unclaimed for two
years after such principal and premium, if any, or interest, if any, has
become due and payable shall be paid to the Company on Company Request, or,
if then held by the Company, shall be discharged from such trust; and, upon
such payment or discharge, the Holder of such Security shall, as an
unsecured general creditor and not as a Holder of an Outstanding Security,
look only to the Company for payment of the amount so due and payable and
remaining unpaid, and all liability of the Trustee or such Paying Agent with
respect to such trust








                                 35
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<PAGE>
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such payment to the Company, may at the expense
of the Company cause to be mailed, on one occasion only, notice to such
Holder that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such mailing,
any unclaimed balance of such money then remaining will be paid to the
Company.

SECTION 604.  CORPORATE EXISTENCE.

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

SECTION 605.  MAINTENANCE OF PROPERTIES.

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

SECTION 606.  ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

     Not later than         in each year, commencing           , 20    , the
Company shall deliver to the Trustee an Officer's Certificate which need not
comply with Section 102, executed by the principal executive officer, the
principal financial officer or the principal accounting officer of the
Company, as to (i) such officer's knowledge of the Company's compliance with
all conditions and covenants under this Indenture, such compliance to be
determined without regard to any period of grace or requirement of notice
under this Indenture and (ii) any other statements as may be required by the
provisions of Section 314(a) of the Trust Indenture Act.

SECTION 607.  WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any
term, provision or condition set forth in:  (a) Section 602 or any
additional covenant or











                                 36
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<PAGE>
restriction specified with respect to the Securities of any series, or any
Tranche thereof, as contemplated by Section 301, if before the time for such
compliance, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series and Tranches with respect to which
compliance with Section 602 or such additional covenant or restriction is to
be omitted, considered as one class, shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with
such term, provision or condition; and (b) Section 604, 605 or Article
Eleven if before the time for such compliance, the Holders of a majority in
principal amount of Securities Outstanding under this Indenture shall, by
Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition; but, in
the case of (a) or (b), no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

                                  ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE

SECTION 701.  SATISFACTION AND DISCHARGE OF SECURITIES.

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

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

          (b)  in the case of a deposit made prior to the Maturity of such
Securities or portions thereof, Eligible Obligations, which shall not
contain provisions permitting the redemption or other prepayment thereof at
the option of the issuer thereof, the principal of and the interest on which
when due, without any regard to reinvestment thereof, will provide moneys
which, together with the money, if any, deposited with or held by the
Trustee or such Paying Agent, shall be sufficient, or

          (c)  a combination of (a) or (b) which shall be sufficient, to pay
when due the principal of and premium, if any, and interest, if any, due and
to become due on such Securities or portions thereof on or prior to
Maturity; provided, however, that in the case of the provision for payment
or redemption of less than all the Securities of any series or Tranche, such
Securities or portions thereof shall have been selected by the Trustee as
provided herein and, in the case of a redemption, the notice requisite to
the validity of such redemption shall have been given or irrevocable
authority shall have been given by









                                 37
<PAGE>
<PAGE>
the Company to the Trustee to give such notice, under arrangements
satisfactory to the Trustee; and provided, further, that the Company shall
have delivered to the Trustee and such Paying Agent:

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

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

          (z)  if such deposit shall have been made prior to the Maturity of
such Securities, an Officer's Certificate stating the Company's intention
that, upon delivery of such Officer's Certificate, its indebtedness in
respect of such Securities or portions thereof will have been satisfied and
discharged as contemplated in this Section.

     Upon the deposit of money or Eligible Obligations, or both, in
accordance with this Section, together with the documents required by
clauses (x), (y) and (z) above, the Trustee shall, upon receipt of a Company
Request, acknowledge in writing that the Security or Securities or portions
thereof with respect to which such deposit was made are deemed to have been
paid for all purposes of this Indenture and that the entire indebtedness of
the Company in respect thereof has been satisfied and discharged as
contemplated in this Section.  In the event that all of the conditions set
forth in the preceding paragraph shall have been satisfied in respect of any
Securities or portions thereof except that, for any reason, the Officer's
Certificate specified in clause (z) shall not have been delivered, such
Securities or portions thereof shall nevertheless be deemed to have been
paid for all purposes of this Indenture, and the Holders of such Securities
or portions thereof shall nevertheless be no longer entitled to the benefits
of this Indenture or of any of the covenants of the Company under Article
Six (except the covenants contained in Sections 602 and 603) or any other
covenants made in respect of such Securities or portions thereof as
contemplated by Section 301 and Section 1201(b), but the indebtedness of the
Company in respect of such Securities or portions thereof shall not be
deemed to have been satisfied and discharged prior to Maturity for any other
purpose, and the Holders of such Securities or portions thereof shall
continue to be entitled to look to the Company for payment of the
indebtedness represented thereby; and, upon Company Request, the Trustee
shall acknowledge in writing that such












                                 38
<PAGE>
<PAGE>
Securities or portions thereof are deemed to have been paid for all purposes
of this Indenture.

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

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

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

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

     Anything herein to the contrary notwithstanding, (a) if, at any time
after a Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to
this Section (without regard to the provisions of this paragraph), the
Trustee or any Paying Agent, as the case may be, shall be required to return
the money or Eligible Obligations, or combination thereof, deposited with it
as aforesaid to the Company or its representative under any applicable
Federal or State bankruptcy, insolvency or other similar law, such Security
shall thereupon be deemed retroactively not to have been paid and any
satisfaction and discharge of the Company's indebtedness in respect thereof
shall retroactively be deemed not to have been effected, and such Security
shall be deemed to remain Outstanding, and (b) any satisfaction and
discharge of the Company's indebtedness in respect of any Security shall be
subject to the provisions of the last paragraph of Section 603.










                                 39
<PAGE>
<PAGE>
SECTION 702.  SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
(except as hereinafter expressly provided), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when

          (a)  no Securities remain Outstanding hereunder; and

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

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

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

     Upon satisfaction and discharge of this Indenture as provided in this
Section, the Trustee shall assign, transfer and turn over to the Company,
subject to the lien provided by Section 907, any and all money, securities
and other property then held by the Trustee for the benefit of the Holders
of the Securities other than money and Eligible Obligations held by the
Trustee pursuant to Section 703 and shall execute and deliver to the Company
such instruments as, in the judgment of the Company, shall be necessary,
desirable or appropriate to effect or evidence the satisfaction and
discharge of this Indenture.

SECTION 703.  APPLICATION OF TRUST MONEY.

     The Eligible Obligations and the money deposited pursuant to Section
701, and the principal and interest payments on any such Eligible
Obligations, shall not be withdrawn or used for any purpose other than, and
shall be held in trust for, the payment of the principal of and premium, if
any, and interest, if any, on the Securities or portions of principal amount
thereof in respect of which such deposit was made, all subject, however, to
the provisions of Section 603; provided, however, that, so long as there
shall not have occurred and be continuing an Event of Default, any cash
received from such principal or interest payments on such Eligible
Obligations, if not then needed for such purpose, shall, to the extent
practicable and upon Company Request, be invested in Eligible Obligations of
the type described in clause (b)  in the first paragraph of Section 701
maturing at such times and in such amounts as shall be sufficient, together
with any other moneys and the








                                 40
<PAGE>
<PAGE>
principal of and interest on any other Eligible Obligations then held by the
Trustee, to pay when due the principal of and premium, if any, and interest,
if any, due and to become due on such Securities or portions thereof on or
prior to the Maturity thereof, and interest earned from such reinvestment
shall be paid over to the Company as received, free and clear of any trust,
lien or pledge under this Indenture except the lien provided by Section 907;
and provided, further, that, so long as there shall not have occurred and be
continuing an Event of Default, any moneys held in accordance with this
Section on the Maturity of all such Securities in excess of the amount
required to pay the principal of and premium, if any, and interest, if any,
then due on such Securities shall be paid over to the Company free and clear
of any trust, lien or pledge under this Indenture except the lien provided
by Section 907; and provided, further, that if an Event of Default shall
have occurred and be continuing, moneys to be paid over to the Company
pursuant to this Section shall be held in trust until such Event of Default
shall have been waived or cured.



                                   ARTICLE EIGHT

                            EVENTS OF DEFAULT; REMEDIES

SECTION 801.  EVENTS OF DEFAULT.

     "Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events:

          (a)  failure to pay interest, if any, on any Security of such
series within sixty (60) days after the same becomes due and payable;
provided, however, that a valid extension of the interest payment period by
the Company as contemplated in Section 312 of this Indenture shall not
constitute a failure to pay interest for this purpose; or

          (b)  failure to pay the principal of or premium, if any, on any
Security of such series within three (3) business days after its Maturity;
or

          (c)  failure to perform or breach of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default
in the performance of which or breach of which is elsewhere in this Section
specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of one or more series of Securities other
than such series) for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee, or to the
Company and the Trustee by the Holders of at least 33% in principal amount
of the Outstanding Securities of such series, a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder, unless the Trustee, or the
Trustee and the Holders of a principal amount of Securities of such series
not less than the principal amount of Securities the Holders of which gave
such notice, as the case may be, shall agree in writing to an extension of
such period prior to its expiration; provided, however, that the Trustee or
the Trustee and the





                                 41
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<PAGE>
Holders of such principal amount of Securities of such series, as the case
may be, shall be deemed to have agreed to an extension of such period if
corrective action is initiated by the Company within such period and is
being diligently pursued; or

          (d)  the entry by a court having jurisdiction in the premises of
(1) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or (2) a decree or order
adjudging the Company bankrupt or insolvent, or approving as properly filed
a petition by one or more Persons other than the Company seeking
reorganization, arrangement, adjustment or composition of or in respect of
the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignees, trustee, sequestrator or other
similar official for the Company or for any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and any
such decree or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of 90 consecutive days; or

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

          (f)  any other Event of Default specified with respect to
Securities of such series as contemplated by Section 301 and Section 1201
(c).

SECTION 802.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default due to the default in payment of principal of,
or interest on, any series of Securities or due to the default in the
performance or breach of any other covenant or warranty of the Company
applicable to the Securities of such series but not applicable to all
Outstanding Securities shall have occurred and be continuing, either the
Trustee or the Holders of not less than 33% in principal amount of the
Securities of such series may then declare the principal amount (or, if any
of the Securities of such series are Discount Securities, such portion of
the principal amount as may be specified in the








                                 42
<PAGE>
<PAGE>
terms thereof as contemplated by Section 301) of all Securities of such
series and premium, if payment of any amount thereof be in default, and
interest accrued thereon to be due and payable immediately.  If an Event of
Default due to default in the performance of any other of the covenants or
agreements herein applicable to all Outstanding Securities or an Event of
Default specified in Section 801(d) or (e) shall have occurred and be
continuing, either the Trustee or the Holders of not less than 33% in
principal amount of all Securities then Outstanding (considered as one
class), and not the Holders of the Securities of any one of such series, may
declare the principal amount (or, if any of the Securities of such series
are Discount Securities, such portion of the principal amount as may be
specified in the terms thereof as contemplated by Section 301) of all
Outstanding Securities and premium, if payment of any amount thereof be in
default, and interest accrued thereon to be due and payable immediately.  As
a consequence of each such declaration (herein referred to as a declaration
of acceleration) with respect to Securities of any series, the principal
amount (or portion thereof in the case of Discount Securities) of such
Securities and interest accrued thereon shall become due and payable
immediately.

     At any time after such a declaration of acceleration with respect to
Securities of any series shall have been made and before a judgment or
decree for payment of the money due shall have been obtained by the Trustee
as hereinafter in this Article provided, the Event or Events of Default
giving rise to such declaration of acceleration shall, without further act,
be deemed to have been waived, and such declaration and its consequences
shall, without further act, be deemed to have been rescinded and annulled,
if

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

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

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

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

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

         (b)  any other Event or Events of Default with respect to
Securities of such series, other than the nonpayment of the principal of
Securities of such series which shall

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<PAGE>
<PAGE>
have become due solely by such declaration of acceleration, shall have been
cured or waived as provided in Section 813.

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

SECTION 803.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

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

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

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

SECTION 804.  TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the











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Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amounts due it under Section 907.

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

SECTION 805.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 806.  APPLICATION OF MONEY COLLECTED.

     Any money 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, if any, upon












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

          first:  to the payment of all amounts due the Trustee under
Section 907;

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

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


SECTION 807.  LIMITATION ON SUITS.

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

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

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

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

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

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











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<PAGE>

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

SECTION 808.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST.

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


SECTION 809.  RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 810.  RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 811.  DELAY OR OMISSION NOT WAIVER.

     No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right








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<PAGE>
and remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may.

SECTION 812.  CONTROL BY HOLDERS OF SECURITIES.

     If an Event of Default shall have occurred and be continuing in respect
of a series of Securities, the Holders of a majority in principal amount of
the Outstanding Securities of such series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series; provided, however, that if an
Event of Default shall have occurred and be continuing with respect to more
than one series of Securities, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all such series,
considered as one class, shall have the right to make such direction, and
not the Holders of the Securities of any one of such series; and provided,
further, that such direction shall not be in conflict with any rule of law
or with this Indenture.  The Trustee may take any other action, deemed
proper by the Trustee, which is not inconsistent with any such direction.
Before proceeding to exercise any right or power hereunder at the direction
of such Holders, the Trustee shall be entitled to receive from such Holders
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with any such direction.

SECTION 813.  WAIVER OF PAST DEFAULTS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to
such series and its consequences, except a default

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

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

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
















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SECTION 814.  UNDERTAKING FOR COSTS.

     The Company and the Trustee agree, and each Holder by his or her
acceptance of a Security 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, all in the manner, to the extent and except as
otherwise provided in the Trust Indenture Act; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal
amount of the Outstanding Securities of all series in respect of which such
suit may be brought, considered as one class, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or
premium, if any, or interest, if any, on any Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


SECTION 815.  WAIVER OF STAY OR EXTENSION LAWS.

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

                                  ARTICLE NINE

                                  THE TRUSTEE

SECTION 901.  CERTAIN DUTIES AND RESPONSIBILITIES.

            (a)  The Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee in the Trust
Indenture Act and no implied covenants or obligations shall be read into
this Indenture against the Trustee.  For purposes of Sections 315(a) and
315(c) of the Trust Indenture Act, the term "default" is hereby defined as
an Event of Default which has occurred and is continuing.










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          (b)  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.

          (c)  Notwithstanding anything contained in this Indenture to the
contrary, the duties and responsibilities of the Trustee under this
Indenture shall be subject to the protections, exculpations and limitations
on liability afforded to the Trustee under the provisions of the Trust
Indenture Act.  For the purposes of Sections 315(b)(2) and 315(d)(2) of the
Trust Indenture Act, the term "responsible officer" is hereby defined as a
Responsible Officer and the chairman or vice chairman of the board of
directors, the chairman or vice chairman of the executive committee of the
board of directors, the president, any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer
or assistant trust officer, the controller and any assistant controller of
the Trustee, or any other officer of the Trustee customarily performing
functions similar to those performed by a Responsible Officer or any of the
above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular
subject.

          (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 902.  NOTICE OF DEFAULTS.

      The Trustee shall give notice of any default hereunder known to the
Trustee with respect to the Securities of any series to the Holders of
Securities of such series in the manner and to the extent required to do so
by the Trust Indenture Act, unless such default shall have been cured or
waived; provided, however, that in the case of any default of the character
specified in Section 801(c), no such notice to Holders shall be given until
at least 75 days after the occurrence thereof.  For the purpose of this
Section and clause (h) of Section 903, the term "default" means any event
which is, or after notice or lapse of time, or both, would become, an Event
of Default.

SECTION 903.  CERTAIN RIGHTS OF TRUSTEE.

      Subject to the provisions of Section 901 and to the applicable
provisions of the Trust Indenture Act:

           (a)  the Trustee may rely, and shall be protected in acting or
refraining from acting in good faith, upon any resolution, certificate,
statement, instrument, opinion,







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<PAGE>
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the
proper party or parties;

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

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

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

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

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

           (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)  the Trustee shall not be charged with knowledge of any
default or Event of Default, as the case may be, with respect to the
Securities of any series for which it is acting as Trustee unless either (1)
a Responsible Officer of the Trustee shall have actual knowledge that such
default or Event of Default, as the case may be, exists and constitutes a
default or Event of Default, as the case may be, under this Indenture








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or (2) written notice of such default or Event of Default, as the case may
be, shall have been given in the manner provided in Section 105 hereof to
the Trustee by the Company, any other obligor on such Securities or by any
Holder of such Securities.

SECTION 904.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness.  The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for
the use or application by the Company of Securities or the proceeds thereof.

SECTION 905.  MAY HOLD SECURITIES.

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

SECTION 906.  MONEY HELD IN TRUST.

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

SECTION 907.  COMPENSATION AND REIMBURSEMENT.

     The Company shall

          (a)  pay to the Trustee from time to time 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);

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











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

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such other than
property and funds held in trust under Section 703 (except as otherwise
provided in Section 703).  "Trustee" for purposes of this Section shall
include any predecessor Trustee; provided, however, that the negligence,
willful misconduct or bad faith of any Trustee hereunder shall not affect
the rights of any other Trustee hereunder.

     When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 801(d) or Section 801(e), the
expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency
or other similar law.

     The provisions of this Section 907 shall survive the termination of
this Indenture.

SECTION 908.  DISQUALIFICATION; CONFLICTING INTERESTS.

     If the Trustee shall have or acquire any conflicting interest within
the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the
effect, and subject to the conditions, provided in the Trust Indenture Act
and this Indenture.  For purposes of Section 310(b)(1) of the Trust
Indenture Act and to the extent permitted thereby, the Trustee, in its
capacity as trustee in respect of the Securities of any series, shall not be
deemed to have a conflicting interest arising from its capacity as trustee
in respect of the Securities of any other series.

SECTION 909.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be:

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









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          (b)  if and to the extent permitted by the Commission by rule,
regulation or order upon application, a corporation or other Person
organized and doing business under the laws of a foreign government,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 or the Dollar
equivalent of the applicable foreign currency and subject to supervision or
examination by authority of such foreign government or a political
subdivision thereof substantially equivalent to supervision or examination
applicable to United States institutional trustees, and, in either case,
qualified and eligible under this Article and the Trust Indenture Act.  If
such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of such supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any
time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.


SECTION 910.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

          (d)  If at any time:

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

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










                                 54
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                (3)  the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (x) the
Company by a Board Resolution may remove the Trustee with respect to all
Securities or (y) subject to Section 814, any Holder who has been a bona
fide Holder for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of
a successor Trustee or Trustees.

          (e)  If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any
cause (other than as contemplated in clause (y) in Subsection (d) of this
Section), with respect to the Securities of one or more series, the Company,
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 (subject to
Section 914) at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 911.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by
Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of
such appointment in accordance with the applicable requirements of Section
911, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the
Company.  If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 911, any Holder who
has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of itself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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









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<PAGE>
have been appointed by the Company pursuant to Subsection (e) of this
Section and such appointment shall be deemed to have been accepted as
contemplated in Section 911, all as of such date, and all other provisions
of this Section and Section 911 shall be applicable to such resignation,
appointment and acceptance except to the extent inconsistent with this
Subsection (f).

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


SECTION 911.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

          (b)  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of such 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






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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 and conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee, upon payment of all
sums owed to it, shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder 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, the Company shall
execute any instruments which fully vest in and confirm to such successor
Trustee all such rights, powers and trusts referred to in Subsection (a) or
(b) of this Section, as the case may be.

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

SECTION 912.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 913.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     If the Trustee shall be or become a creditor of the Company or any
other obligor upon the Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall
be subject to any and all applicable provisions












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of the Trust Indenture Act regarding the collection of claims against the
Company or such other obligor.  For purposes of Section 311(b) of the Trust
Indenture Act:

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

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


SECTION 914.  CO-TRUSTEES AND SEPARATE TRUSTEES.

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

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

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

          (a)  the Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody
of securities, cash and






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other personal property held by, or required to be deposited or pledged
with, the Trustee hereunder, shall be exercised solely by the Trustee;

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

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

          (d)  no co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Trustee, or any
other such trustee hereunder; and

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


SECTION 915.  APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating Agent or Agents with respect
to the Securities of one or more series, or Tranche thereof, which shall be
authorized to act on behalf of the Trustee to authenticate Securities of
such series or Tranche issued upon original issuance and upon exchange,
registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder.  Wherever reference
is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a corporation organized and doing








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<PAGE>
business under the laws of the United States, any State or territory thereof
or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state
authority.  If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

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

     The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, in accordance
with, and subject to the provisions of, Section 907.

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

     If an appointment with respect to the Securities of one or more series,
or any Tranche thereof, shall be made pursuant to this Section, the
Securities of such series or Tranche may have endorsed thereon, in addition
to the Trustee's certificate of









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authentication, an alternate certificate of authentication substantially in
the following form:

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

Dated:                                State Street Bank and Trust Company,
                                      As Trustee

                                      By:
                                         As Authenticating Agent


                                      By:
                                         Authorized Signatory


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

                                   ARTICLE TEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001.  LISTS OF HOLDERS.

     Semiannually, not later than             and           in each year,
commencing            , 200    , and at such other times as the Trustee may
request in writing, the Company shall furnish or cause to be furnished to
the Trustee information as to the names and addresses of the Holders, and
the Trustee shall preserve such information and similar information received
by it in any other capacity and afford to the Holders access to information
so preserved by it, all to such extent, if any, and in such manner as shall
be required by the Trust Indenture Act; provided, however, that no such list
need be furnished so long as the Trustee shall be the Security Registrar.

SECTION 1002.  REPORTS BY TRUSTEE AND COMPANY.

     Not later than           in each year, commencing          , 200    the











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Trustee shall transmit to the Holders, the Commission and each securities
exchange upon which any Securities are listed, a report, dated as of the
next preceding                  , with respect to any events and other
matters described in Section 313(a) of the Trust Indenture Act, in such
manner and to the extent required by the Trust Indenture Act.  The Trustee
shall transmit to the Holders, the Commission and each securities exchange
upon which any Securities are listed, and the Company shall file with the
Trustee (within 30 days after filing with the Commission in the case of
reports which pursuant to the Trust Indenture Act must be filed with the
Commission and furnished to the Trustee) and transmit to the Holders, such
other information, reports and other documents, if any, at such times and in
such manner, as shall be required by the Trust Indenture Act.  The Company
shall notify the Trustee of the listing of any Securities on any securities
exchange.


                                ARTICLE ELEVEN

              CONSOLIDATION, MERGER, COVEYANCE OR OTHER TRANSFER

SECTION 1101.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

     The Company shall not consolidate with or merge into any other Person,
or convey or otherwise transfer or lease its properties and assets
substantially as an entirety to any Person, unless

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

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

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













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<PAGE>
SECTION 1102.  SUCCESSOR PERSON SUBSTITUTED.

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



                                 ARTICLE TWELVE

                              SUPPLEMENTAL INDENTURES

SECTION 1201.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

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

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










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

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

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

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

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

          (j)  to change any place or places where (1) the principal of and
premium, if any, and interest, if any, on all or any series of Securities,
or any Tranche thereof, shall be payable, (2) all or any series of
Securities, or any Tranche thereof, may be surrendered for registration of
transfer, (3) all or any series of Securities, or any Tranche thereof, may
be surrendered for exchange and (4) notices and demands to or upon the
Company in respect of all or any series of Securities, or any Tranche
thereof, and this Indenture may be served; or

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

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

          (x)  if any such amendment shall require one or more changes to
any provisions hereof or the inclusion herein of any additional provisions,
or shall by operation of law be deemed to effect such changes or incorporate
such provisions by reference or otherwise, this Indenture shall be deemed to
have been amended so as to









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conform to such amendment to the Trust Indenture Act, and the Company and
the Trustee may, without the consent of any Holders, enter into an indenture
supplemental hereto to effect or evidence such changes or additional
provisions; or

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




SECTION 1202.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

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





                                 65
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          (b)  reduce the percentage in principal amount of the Outstanding
Securities of any series, or any Tranche thereof, the consent of the Holders
of which is required for any such supplemental indenture, or the consent of
the Holders of which is required for any waiver of compliance with any
provision of this Indenture or of any default hereunder and its
consequences, or reduce the requirements of Section 1304 for quorum or
voting, without, in any such case, the consent of the Holders of each
Outstanding Security of such series or Tranche, or

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

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

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

SECTION 1203.  EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 1204.  EFFECT OF SUPPLEMENTAL INDENTURES.

           Upon the execution of any supplemental indenture under this
Article, this









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

SECTION 1205.  CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 1206.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 1207.  MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

     If the terms of any particular series of Securities shall have been
established in a Board Resolution or an Officer's Certificate as
contemplated by Section 301, and not in an indenture supplemental hereto,
additions to, changes in or the elimination of any of such terms may be
effected by means of a supplemental Board Resolution or Officer's
Certificate, as the case may be, delivered to, and accepted by, the Trustee;
provided, however, that such supplemental Board Resolution or Officer's
Certificate shall not be accepted by the Trustee or otherwise be effective
unless all conditions set forth in this Indenture which would be required to
be satisfied if such additions, changes or elimination were contained in a
supplemental indenture shall have been appropriately satisfied.  Upon the
acceptance thereof by the Trustee, any such supplemental Board Resolution or
Officer's Certificate shall be deemed to be a "supplemental indenture" for
purposes of Section 1204 and 1206.

                              ARTICLE THIRTEEN

                MEETINGS OF HOLDERS; ACTION WITHOUT MEETING














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SECTION 1301.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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

SECTION 1302.  CALL, NOTICE AND PLACE OF MEETINGS.

          (a)  The Trustee may at any time call a meeting of Holders of
Securities of one or more, or all, series, or any Tranche or Tranches
thereof, for any purpose specified in Section 1301, to be held at such time
and (except as provided in subsection (b) of this Section) at such place in
St. Louis, Missouri, as the Trustee shall determine, or, with the approval
of the Company, at any other place.  Notice of every such meeting, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided
in Section 106, not less than 21 nor more than 180 days prior to the date
fixed for the meeting.

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

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







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SECTION 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS.

     To be entitled to vote at any meeting of Holders of Securities of one
or more, or all, series, or any Tranche or Tranches thereof, a Person shall
be (a) a Holder of one or more Outstanding Securities of such series or
Tranches, or (b) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series or
Tranches by such Holder or Holders.  The only Persons who shall be entitled
to attend any meeting of Holders of Securities of any series or Tranche
shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of
the Company and its counsel.


SECTION 1304.  QUORUM; ACTION.

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

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






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<PAGE>
Tranches, considered as one class, may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of such series
and Tranches, considered as one class.

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


SECTION 1305.  ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS;
CONDUCT AND ADJOURNMENT OF MEETINGS.

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

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

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

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







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<PAGE>
not Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security or proxy.

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



SECTION 1306.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

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

SECTION 1307.  ACTION WITHOUT MEETING.

     In lieu of a vote of Holders at a meeting as hereinbefore contemplated
in this Article, any request, demand, authorization, direction, notice,
consent, waiver or other action may be made, given or taken by Holders by
written instruments as provided in Section 104.


















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                              ARTICLE FOURTEEN

                   IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 1401.  LIABILITY SOLELY CORPORATE.

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

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

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

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

                                         LACLEDE GAS COMPANY


                                         By:
                                             President

ATTEST:


Secretary
(SEAL)









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<PAGE>
                                        STATE STREET BANK AND TRUST
                                        COMPANY, Trustee


                                        By:
                                        Name:
                                        Title:

ATTEST:


Assistant Vice President
(SEAL)




State of Missouri   )
                    )  ss.
City of St. Louis   )

           On this     day of             , 20     before me appeared
,
to me personally known, who, being by me duly sworn did say that he is the
President of Laclede Gas Company, the corporation described in and which
executed the foregoing instrument, and that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority
of its board of directors, and said President acknowledged said instrument
to be the free act and deed of said corporation.

           IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal in my office in the City of St. Louis, Missouri, the day and
year last above written.

           My commission expires                  .



                                                      Notary Public
                                                      State of Missouri
(SEAL)

















                                 73
<PAGE>
<PAGE>
State of Missouri   )
                    )  ss.
City of St. Louis   )

           On this     day of         , 20    before me appeared
 to me personally known, who, being by me duly sworn did say that (s)he is a
Vice President of State Street Bank and Trust Company of Missouri, N.A., the
national banking association described in and which executed the foregoing
instrument, and that the seal affixed to the foregoing instrument is the
seal of said association and that said instrument was signed and sealed in
behalf of said association by authority of its board of directors, and said
                acknowledged said instrument to be the free act and deed of
said association.

           IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal in my office in the City of St. Louis, Missouri, the day and
year last above written.

           My commission expires                    .



                                                Notary Public
                                                State of Missouri
(SEAL)
































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