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<center><b>EXHIBIT NO. 4B</b>
<p><b>EXECUTION VERSION</b>
<p><b>MADISON GAS AND ELECTRIC COMPANY</b>
<br><b>AND</b>
<br><b>BANK ONE, N.A., as Trustee</b>
<p><b>INDENTURE</b>
<p><b>Dated as of September 1, 1998</b>
<p><b>TABLE OF CONTENTS</b>
<p><b>ARTICLE ONE</b>
<br><b>DEFINITIONS</b></center>
Section 1.01. General 1
<br>Section 1.02. TIA 1
<br>Section 1.03. Other Definitions 2
<br>Accrued Interest 2
<br>Accrued Interest Factor 2
<br>Amortized Face Amount 2
<br>Amortizing Note 3
<br>Authenticating Agent 3
<br>Authorized Agent 3
<br>Authorized Newspaper 3
<br>Basis Point 3
<br>Board of Directors 4
<br>Board Resolution 4
<br>Bond Indenture 4
<br>Business Day 4
<br>Calculation Agent 4
<br>Calculation Date 4
<br>Commercial Paper Rate 4
<br>Commercial Paper Rate Interest Determination Date 5
<br>Commercial Paper Rate Notes 5
<br>Common Shareholders Equity 5
<br>Company 6
<br>Company Order 6
<br>Composite Quotations 8
<br>Corporate Trust Office of the Trustee 8
<br>CUSIP 8
<br>Depositary 8
<br>Designated LIBOR Page 8
<br>Discharged 9
<br>Event of Default 9
<br>Extension Notice 9
<br>Extension Period 9
<br>Final Maturity Date 10
<br>First Mortgage Bonds 10
<br>Fixed Rate Amortizing Note 10
<br>Fixed Rate Note 10
<br>Floating Rate Note 10
<br>Global Note 10
<br>H.15(519): 10
<br>Indebtedness 11
<br>Indenture 11
<br>Index Maturity 11
<br>Initial Interest Rate 11
<br>Initial Redemption Date 11
<br>Interest Accrual Period 11
<br>Interest Determination Date 12
<br>Interest Factor 12
<br>Interest Payment Date 12
<br>Interest Rate 13
<br>Interest Rate Basis; Base Rate 13
<br>Interest Reset Date 13
<br>Interest Reset Period 14
<br>Issue Price 15
<br>LIBOR 15
<br>LIBOR Interest Determination Date 16
<br>LIBOR Notes 16
<br>London Business Day 16
<br>Maturity 17
<br>Maximum Interest Rate 17
<br>Minimum Interest Rate 17
<br>Money Market Yield 17
<br>Note or Notes; Outstanding 17
<br>Noteholder; Holder 18
<br>Officers' Certificate 18
<br>Opinion of Counsel 18
<br>Optional Interest Reset Date: 19
<br>Original Issue Date 19
<br>Original Issue Discount Note 19
<br>Permitted Encumbrances 19
<br>Person 22
<br>Pre-Exercise Stated Maturity Date 22
<br>Prime Rate 22
<br>Prime Rate Interest Determination Date 23
<br>Prime Rate Notes 23
<br>Principal Amount 23
<br>Principal Executive Offices of the Company 23
<br>Principal Facility 24
<br>Record Date 24
<br>Redemption Date 24
<br>Reset Note 25
<br>Reset Notice 25
<br>Responsible Officer 25
<br>Reuters Screen USPRIME1 25
<br>Spread 25
<br>Spread Multiplier 26
<br>Stated Maturity 26
<br>Subsequent Interest Period 26
<br>Subsidiary 26
<br>Treasury 26
<br>Treasury Bills 26
<br>Treasury Rate 27
<br>Treasury Rate Interest Determination Date 27
<br>Treasury Rate Notes 28
<br>Trustee 28
<br>U.S. Government Obligations 28
<br>Wholly-Owned Subsidiary 28
<br>Yield to Maturity 28
<br>Zero Coupon Note 29
<center>
<p><b>ARTICLE TWO</b>
<br><b>FORM, ISSUE, EXECUTION, REGISTRATION AND</b>
<br><b>EXCHANGE OF NOTES</b></center>

<p>Section 2.01. Form Generally 29
<br>Section 2.02. Form of Trustee's Certificate of Authentication 29
<br>Section 2.03. Amount Unlimited 30
<br>Section 2.04. Denominations, Dates, Interest Payment and Record Dates
30
<br>Section 2.05. Execution, Authentication, Delivery and Dating 32
<br>Section 2.06. Exchange and Registration of Transfer of Notes 34
<br>Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes 36
<br>Section 2.08. Temporary Notes 37
<br>Section 2.09. Cancellation of Notes Paid, etc 37
<br>Section 2.10. Interest Rights Preserved 37
<br>Section 2.11. Payment of Notes 37
<br>Section 2.12. Notes Issuable in the Form of a Global Note 38
<br>Section 2.13. CUSIP Numbers 41
<center>
<p><b>ARTICLE THREE</b>
<br><b>REDEMPTION OF NOTES; REPAYMENT PRIOR TO</b>
<br><b>STATED MATURITY</b></center>

<p>Section 3.01. Applicability of Redemption Provisions 41
<br>Section 3.02. Notice of Redemption; Selection of Notes 42
<br>Section 3.03. Payment of Notes on Redemption; Deposit of Redemption
Price 43
<br>Section 3.04. Repayment at the Option of the Holder 44
<br>Section 3.05. Extension 45
<br>Section 3.06. Reset Notes 46
<center>
<p><b>ARTICLE FOUR</b>
<br><b>FIRST MORTGAGE BONDS</b></center>

<p>Section 4.01. Issuance Restrictions 47
<br>Section 4.02. First Mortgage Bonds held by the Trustee 48
<br>Section 4.03. Trustee to Exercise Rights of First Mortgage Bondholder
48
<br>Section 4.04. No Transfer of First Mortgage Bonds; Exception 48
<br>Section 4.05. Release of First Mortgage Bonds 48
<br>Section 4.06. Voting of First Mortgage Bonds 49
<br>Section 4.07. Discharge of Bond Indenture 49
<center>
<p><b>ARTICLE FIVE</b>
<br><b>SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS</b></center>

<p>Section 5.01. Satisfaction and Discharge 50
<br>Section 5.02. Deposited Moneys to Be Held in Trust by Trustee 51
<br>Section 5.03. Return of Unclaimed Moneys 52
<br>Section 5.04. Reinstatement 52
<center>
<p><b>ARTICLE SIX</b>
<br><b>PARTICULAR COVENANTS OF THE COMPANY</b></center>

<p>Section 6.01. Payment of Principal, Premium and Interest 52
<br>Section 6.02. Office for Notices and Payments, etc 53
<br>Section 6.03. Appointments to Fill Vacancies in Trustee's Office 53
<br>Section 6.04. Annual Statement and Notice 53
<br>Section 6.05. Corporate Existence 53
<br>Section 6.06. Limitation Upon Mortgages and Liens 54
<br>Section 6.07. Waiver of Certain Covenants 54
<center>
<p><b>ARTICLE SEVEN</b>
<br><b>NOTEHOLDER LISTS AND REPORTS BY THE COMPANY</b>
<br><b>AND THE TRUSTEE</b></center>

<p>Section 7.01. Noteholder Lists 54
<br>Section 7.02. Securities and Exchange Commission Reports 55
<br>Section 7.03. Reports by the Trustee 55
<center>
<p><b>ARTICLE EIGHT</b>
<br><b>REMEDIES OF THE TRUSTEE AND NOTEHOLDERS</b>
<br><b>ON EVENT OF DEFAULT</b></center>

<p>Section 8.01. Events of Default 55
<br>Section 8.02. Acceleration of Maturity; Rescission and Annulment 57
<br>Section 8.03. Collection and Suits for Enforcement by Trustee 58
<br>Section 8.04. Trustee May File Proofs of Claim 59
<br>Section 8.05. Trustee May Enforce Claims Without Possession of Notes
60
<br>Section 8.06. Application of Moneys Collected by Trustee 60
<br>Section 8.07. Proceedings by Noteholders 61
<br>Section 8.08. Proceedings by Trustee 62
<br>Section 8.09. Remedies Cumulative and Continuing 62
<br>Section 8.10. Restoration of Rights and Remedies 62
<br>Section 8.11. Direction of Proceedings and Waiver of Defaults by Majority
Noteholders 63
<br>Section 8.12. Notice of Default 63
<br>Section 8.13. Undertaking to Pay Costs 64
<center>
<p><b>ARTICLE NINE</b>
<br><b>CONCERNING THE TRUSTEE</b></center>

<p>Section 9.01. Certain Duties and Responsibilities 64
<br>Section 9.02. Notice of Defaults 65
<br>Section 9.03. Certain Rights of Trustee 66
<br>Section 9.04. Not Responsible for Recitals or Issuance of Notes 67
<br>Section 9.05. May Hold Notes 67
<br>Section 9.06. Money Held in Trust 67
<br>Section 9.07. Compensation and Reimbursement 68
<br>Section 9.08. Disqualification; Conflicting Interests 68
<br>Section 9.09. Corporate Trustee Required; Eligibility 74
<br>Section 9.10. Resignation and Removal; Appointment of Successor 74
<br>Section 9.11. Acceptance of Appointment by Successor 76
<br>Section 9.12. Merger, Conversion, Consolidation or Succession to Business
76
<br>Section 9.13. Preferential Collection of Claims Against Company 77
<br>Section 9.14. Appointment of Authenticating Agent 81
<center>
<p><b>ARTICLE TEN</b>
<br><b>CONCERNING THE NOTEHOLDERS</b></center>

<p>Section 10.01. Action by Noteholders 83
<br>Section 10.02. Proof of Execution by Noteholders 83
<br>Section 10.03. Who Deemed Absolute Owners 84
<br>Section 10.04. Company-Owned Notes Disregarded 84
<br>Section 10.05. Revocation of Consents; Future Holders Bound 84
<br>Section 10.06. Record Date for Noteholder Acts 85
<center>
<p><b>ARTICLE ELEVEN</b>
<br><b>NOTEHOLDERS' MEETING</b></center>

<p>Section 11.01. Purposes of Meetings 85
<br>Section 11.02. Call of Meetings by Trustee 86
<br>Section 11.03. Call of Meetings by Company or Noteholders 86
<br>Section 11.04. Qualifications for Voting 86
<br>Section 11.05. Regulations 86
<br>Section 11.06. Voting 87
<br>Section 11.07. Right of Trustee or Noteholders not Delayed 88
<center>
<p><b>ARTICLE TWELVE</b>
<br><b>CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE</b></center>

<p>Section 12.01. Company May Consolidate, etc., only on Certain Terms
88
<br>Section 12.02. Successor Corporation Substituted 89
<center>
<p><b>ARTICLE THIRTEEN</b>
<br><b>SUPPLEMENTAL INDENTURES</b></center>

<p>Section 13.01. Supplemental Indentures without Consent of Noteholders
90
<br>Section 13.02. Supplemental Indentures with Consent of Noteholders
91
<br>Section 13.03. Compliance with Trust Indenture Act; Effect of Supplemental
Indentures 92
<br>Section 13.04. Notation on Notes 93
<br>Section 13.05. Evidence of Compliance of Supplemental Indenture to
Be Furnished Trustee 93
<center>
<p><b>ARTICLE FOURTEEN</b>
<br><b>IMMUNITY OF INCORPORATORS, STOCKHOLDERS,</b>
<br><b>OFFICERS AND DIRECTORS</b></center>

<p>Section 14.01. Indenture and Notes Solely Corporate Obligations 93
<center>
<p><b>ARTICLE FIFTEEN</b>
<br><b>MISCELLANEOUS PROVISIONS</b></center>

<p>Section 15.01. Provisions Binding on Company's Successors 94
<br>Section 15.02. Official Acts by Successor Corporation 94
<br>Section 15.03. Addresses for Notices, etc 94
<br>Section 15.04. Governing Law 94
<br>Section 15.05. Evidence of Compliance with Conditions Precedent 94
<br>Section 15.06. Business Days 96
<br>Section 15.07. Trust Indenture Act to Control 96
<br>Section 15.08. Table of Contents, Headings, etc 96
<br>Section 15.09. Execution in Counterparts 96
<br>Section 15.10. Manner of Mailing Notice to Noteholders 96
<p>EXHIBIT A - Global Fixed Rate Note A-1
<br>EXHIBIT B - Fixed Rate Note B-1
<br>EXHIBIT C - Global Floating Rate Note C-1
<br>EXHIBIT D - Floating Rate Note D-1
<center>
<p><b>TIE-SHEET</b></center>

<p>of provisions of Trust Indenture Act of 1939 with Indenture dated as
of September 1, 1998, between Madison Gas and Electric Company and Bank
One, N.A., as trustee.
<p><b><u>Section of Act</u></b> <b><u>Section of Indenture</u></b>
<br>310(a)(1) and (2) ................... 9.09
<br>310(a)(3) and (4) ................... Not applicable
<br>310(a)(5) ........................... 9.08
<br>310(b) .............................. 9.08 and 9.10
<br>310(c) .............................. Not applicable
<br>311(a) and (b) ...................... 9.13
<br>311(c) .............................. Not applicable
<br>312(a) .............................. 7.01
<br>312(b) and (c) ...................... 7.01
<br>313(a) .............................. 7.03
<br>313(b)(1) ........................... Not applicable
<br>313(b)(2) ........................... 7.03
<br>313(c) .............................. 7.03
<br>313(d) .............................. 7.03
<br>314(a) .............................. 6.04, 7.02
<br>314(b) .............................. Not applicable
<br>314(c)(1) and (2) ................... 15.05
<br>314(c)(3) ........................... Not applicable
<br>314(d) .............................. Not applicable
<br>314(e) .............................. 15.05
<br>314(f) .............................. Not applicable
<br>315(a), (c) and (d) ................. 9.01
<br>315(b) .............................. 8.12; 9.02
<br>315(e) .............................. 8.13
<br>316(a)(1) ........................... 8.01 and 8.11
<br>316(a)(2) ........................... Omitted
<br>316(a) last sentence ................ 10.04
<br>316(b) .............................. 8.07
<br>316(c) .............................. 10.06
<br>317(a)(1)............................ 8.03
<br>317(a)(2)............................ 8.04
<br>317(b) .............................. Omitted
<br>318(a) .............................. 15.07
<p>_________________________
<br>This tie-sheet does not constitute a part of the Indenture.
<p>THIS INDENTURE, dated as of September 1, 1998, between Madison Gas and
Electric Company, a corporation duly organized and existing under the laws
of the State of Wisconsin (hereinafter sometimes called the "Company"),
and Bank One, N.A., a national banking association organized and existing
under the laws of the United States of America, as trustee (hereinafter
called the "Trustee").
<center>
<p>W I T N E S S E T H:</center>

<p>WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance
from time to time of its Medium-Term Notes (hereinafter sometimes called
"Notes"), to be issued as in this Indenture provided;
<br>AND WHEREAS, all acts and things necessary to make this Indenture a
valid agreement according to its terms have been done and performed, and
the execution of this Indenture and the issue hereunder of the Notes have
in all respects been duly authorized;
<p>NOW THEREFORE, THIS INDENTURE WITNESSETH:
<p>That in order to declare the terms and conditions upon which the Notes
are, and are to be authenticated, issued and delivered, and in consideration
of the premises, of the purchase and acceptance of the Notes by the Holders
thereof and of the sum of one dollar duly paid to it by the Trustee at
the execution of these presents, the receipt whereof is hereby acknowledged,
the Company covenants and agrees with the Trustee for the equal and proportionate
benefit of the respective Holders from time to time of the Notes, as follows:
<center>
<p><b>ARTICLE ONE</b>
<br><b>DEFINITIONS</b></center>

<p><b>Section 1.01. General. </b>The terms defined in this Article One
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Article One.
<p><b>Section 1.02. TIA. </b>(a)  Whenever this Indenture refers to
a provision of the Trust Indenture Act of 1939, as amended ("TIA"), such
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms incorporated in this Indenture have the following
meanings:
<p>"indenture securities" means the Notes.
<br>"indenture note holder" means a Noteholder or a Holder.
<br>"indenture to be qualified" means this Indenture.
<br>"indenture trustee" or "institutional trustee" means the Trustee.
<br>"obligor" on the indenture securities means the Company.
<p>(b) All terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by a rule of the Securities
and Exchange Commission have the meanings assigned to them in the TIA or
such statute or rule as in force on the date of execution of this Indenture.
<p><b>Section 1.03. Other Definitions.</b> For purposes of this Indenture,
the following terms have the following meanings:
<p><b>Accrued Interest:</b>
<p>The term "Accrued Interest" at any Interest Payment Date (a) for a Floating
Rate Note shall mean the amount obtained by multiplying the principal amount
of such Floating Rate Note by its Accrued Interest Factor, and (b) for
a Fixed Rate Note, shall mean the amount obtained by multiplying the principal
amount of such Fixed Rate Note by its Interest Rate, and multiplying the
product thus obtained by a fraction, the numerator of which is the number
of days in the Interest Reset Period for such Note ending on such Interest
Payment Date based on a 360-day year of twelve 30-day months, and the denominator
of which is 360.
<p><b>Accrued Interest Factor:</b>
<p>The term "Accrued Interest Factor" at any Interest Payment Date for
a Floating Rate Note shall mean the sum of the Interest Factors for such
Floating Rate Note calculated for each day in the Interest Reset Period
for such Note ending on such Interest Payment Date or the prior Record
Date, as the case may be.
<p><b>Amortized Face Amount:</b>
<p>The term "Amortized Face Amount" of an Original Issue Discount Note
as of the date that (i) the principal amount of such Note is to be repaid
prior to its Stated Maturity, whether upon declaration of acceleration,
call for redemption, repayment at the option of the Holder or otherwise,
or (ii) any consent, notice, request, direction, waiver or suit by the
Noteholders shall be deemed to be given, made or commenced under this Indenture,
shall mean the principal amount of such Note multiplied by its Issue Price
plus the portion of the difference between the dollar amount thus obtained
and the principal amount of such Note that has accreted at the Yield to
Maturity of such Note (computed in accordance with generally accepted United
States bond yield computation principles) to such date, but in no event
shall the Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount stated in the applicable Company Order.
<p><b>Amortizing Note:</b>
<p>The term "Amortizing Note" shall mean a Note for which payments of principal
of and interest on such Note are made in installments over the life of
such Note, and unless otherwise specified in the applicable Company Order,
payments with respect to an Amortizing Note shall be applied first to interest
due and payable thereon and then to the reduction of the unpaid principal
amount thereof.
<p><b>Authenticating Agent:</b>
<p>The term "Authenticating Agent" shall mean the agent of the Trustee
which shall be appointed and acting pursuant to Section 9.14.
<p><b>Authorized Agent:</b>
<p>The term "Authorized Agent" shall mean an agent of the Company designated
by an Officers' Certificate to give to the Trustee the information specified
in clause (a) of "Company Order" for the issuance of a Note.
<p><b>Authorized Newspaper:</b>
<p>The term "Authorized Newspaper" shall mean a newspaper of general circulation
in the relevant area, printed in the English language and customarily published
on each Business Day; whenever successive publications in an Authorized
Newspaper are required by this Indenture, such publications may be made
on the same or different days and in the same or in different Authorized
Newspapers.
<p><b>Basis Point:</b>
<p>The term "Basis Point" shall mean one-one hundredth of a percentage
point.
<p><b>Board of Directors:</b>
<p>The term "Board of Directors" shall mean the Board of Directors of the
Company or the Executive Committee of such Board or any other duly authorized
Committee of such Board.
<p><b>Board Resolution:</b>
<p>The term "Board Resolution" shall mean a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.
<p><b>Bond Indenture:</b>
<p>The term "Bond Indenture" shall mean the Indenture of Mortgage and Deed
of Trust dated as of January 1, 1946, from the Company to First Wisconsin
Trust Company (now known as Firstar Trust Company), trustee.
<p><b>Business Day:</b>
<p>The term "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday that in The City of New York, is not a day on which
banking institutions are authorized or obligated by law, regulation or
executive order to close and, with respect to LIBOR Notes, is also a London
Business Day, unless otherwise specified in the applicable Company Order.
<p><b>Calculation Agent:</b>
<p>The term "Calculation Agent" for a particular Floating Rate Note shall
mean the Trustee, unless otherwise specified in the applicable Company
Order.
<p><b>Calculation Date:</b>
<p>The term "Calculation Date" shall mean with regard to any particular
Interest Determination Date, the earlier of (i) the tenth calendar day
after such Interest Determination Date, or, if any such day is not a Business
Day, the next day that is a Business Day, or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or Maturity, as the case
may be.
<p><b>Commercial Paper Rate:</b>
<p>The term "Commercial Paper Rate" for a particular Floating Rate Note,
unless otherwise indicated in the applicable Company Order, shall mean,
with respect to any Commercial Paper Rate Interest Determination Date,
the Money Market Yield on such date of the rate for commercial paper having
the Index Maturity specified in such Company Order, as such rate shall
be published in H.15(519) under the heading "Commercial Paper". In the
event that such rate is not published prior to 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Commercial Paper Rate
Interest Determination Date, then the Commercial Paper Rate shall be the
Money Market Yield on such Commercial Paper Rate Interest Determination
Date of the rate for commercial paper of the specified Index Maturity as
published in Composite Quotations under the heading "Commercial Paper".
If by 3:00 P.M., New York City time, on such Calculation Date such rate
is not published in either H.15(519) or Composite Quotations, then the
Commercial Paper Rate for such Commercial Paper Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be the Money
Market Yield of the arithmetic mean of the offered rates (quoted on a bank
discount basis) as of 11:00 A.M., New York City time, on such Commercial
Paper Rate Interest Determination Date of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent for commercial
paper of the specified Index Maturity placed for an industrial issuer whose
bond rating is "AA", or the equivalent, from a nationally recognized rating
agency; <u>provided</u>, <u>however</u>, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth above,
the Commercial Paper Rate will be the Commercial Paper Rate immediately
prior to such Commercial Paper Rate Interest Determination Date.
<p><b>Commercial Paper Rate Interest Determination Date:</b>
<p>The term "Commercial Paper Rate Interest Determination Date" pertaining
to an Interest Reset Date for a Commercial Paper Rate Note shall mean the
second Business Day immediately preceding such Interest Reset Date, unless
otherwise specified in the applicable Company Order.
<p><b>Commercial Paper Rate Notes:</b>
<p>The term "Commercial Paper Rate Notes" shall mean Floating Rate Notes
which are specified in the applicable Company Order as bearing interest
at an interest rate calculated with reference to the Commercial Paper Rate.
<p><b>Common Shareholders Equity:</b>
<p>The term "Common Shareholders Equity" shall mean, at any time, the total
shareholders' equity of the Company and its consolidated subsidiaries,
determined on a consolidated basis in accordance with generally accepted
accounting principles, as of the end of the most recently completed fiscal
quarter of the Company for which financial information is then available.
<p><b>Company:</b>
<p>The term "Company" shall mean the corporation named as the "Company"
in the first paragraph of this Indenture, and its successors and assigns.
<p><b>Company Order:</b>
<p>The term "Company Order" shall mean:
<p>(a) a written order signed in the name of the Company by the Chairman
of the Board, the President or any Vice President and by the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee,
to authenticate a Note and to make it available for delivery, and specifying
for such Note the following information:
<p>(1) the name of the Person in which a Note to be issued and authenticated
shall be registered;
<p>(2) the address of such Person;
<p>(3) the taxpayer identification number of such Person;
<p>(4) the principal amount of such Note and, if multiple Notes are to
be issued to such Person, the denominations of such Notes;
<p>(5) the Issue Price of such Note;
<p>(6) the Original Issue Date of such Note;
<p>(7) the date upon which such Note is scheduled to mature, any Extension
Period or Extension Periods, the Final Maturity Date and any procedures
pursuant to which the Holder of such Note may renew such Note;
<p>(8) if the Note is to be redeemable at the option of the Company, the
Initial Redemption Date and the date or dates on which, and the price or
prices at which, such Note is redeemable at the option of the Company;
<p>(9) if the Note is to be repayable prior to Stated Maturity at the option
of the Holder, the date or dates on which, and the price or prices at which,
such Note is repayable at the option of the Holder;
<p>(10) if the Note is a Fixed Rate Note, the rate of interest on such
Note and the Interest Payment Dates, if other than January 15 and July
15, and the Record Dates, if other than January 1 and July 1;
<p>(11) if the Note is an Original Issue Discount Note, its Yield to Maturity;
<p>(12) if such Note is an Amortizing Note, a table setting forth the schedule
of dates and amounts of payments of principal of and interest on such Note
or the formula for the amortization of principal and/or interest;
<p>(13) if the Note is a Reset Note, the Optional Interest Reset Date and
the formula, if any, for resetting the interest rate of a Fixed Rate Note
or the Spread and/or Spread Multiplier of a Floating Rate Note;
<p>(14) if the Note is a Floating Rate Note, its:
<p>(A) Initial Interest Rate
<br>(B) Interest Rate Basis or Base Rate (including any Designated LIBOR
Page)
<br>(C) Index Maturity
<br>(D) Interest Determination Dates
<br>(E) Interest Reset Period
<br>(F) Interest Reset Dates
<br>(G) Spread
<br>(H) Spread Multiplier
<br>(I) Maximum Interest Rate
<br>(J) Minimum Interest Rate
<br>(K) Interest Payment Dates
<br>(L) Record Dates
<p>(15) whether or not such Note is to be issued in the form of a Global
Note to the Depositary;
<p>(16) the name and address of the Calculation Agent, if other than the
Trustee;
<p>(17) if other than denominations of $1,000 and integral multiples thereof,
the authorized denominations in which Notes shall be issued; and
<p>(18) all other information necessary for the issuance of such Note not
inconsistent with the provisions of this Indenture; or
<p>(b) confirmation given to the Trustee by an officer of the Company designated
by an Officers' Certificate, by telephone, confirmed by telex or facsimile
or similar writing, of the information given to the Trustee by an Authorized
Agent for the issuance of a Note, and the written order of the Company
to authenticate such Note and to make it available for delivery.
<p><b>Composite Quotations:</b>
<p>The term "Composite Quotations" shall mean the daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities" or any
successor publication published by the Federal Reserve Bank of New York.
<p><b>Corporate Trust Office of the Trustee:</b>
<p>The term "Corporate Trust Office of the Trustee" (or other similar term)
shall mean the principal office of the Trustee at which at any particular
time its corporate business shall be administered, which office at the
date of original execution of this Indenture is located at 100 East Broad
Street, 8th Floor, Columbus, Ohio 43215, Attention: Corporate Trust Administration,
except that, with respect to presentation of the Notes for payment or registration
of transfers or exchanges and the location of the register, such term means
the office or agency of the Trustee at which at any particular time its
corporate agency business shall be conducted, which at the date of original
execution of this Indenture is located at c/o First Chicago Trust Company
of New York, 14 Wall Street, 8th Floor, Suite 4607, New York, New York
10005.
<p><b>CUSIP:</b>
<p>The term "CUSIP" shall mean the registered trademark "Committee on Uniform
Securities Identification Procedures" or "CUSIP" and a unique system of
identification of each public issue of a security owned by the American
Bankers Association and administered by Standard and Poor's Corporation,
as agent of the American Bankers Association.
<p><b>Depositary:</b>
<p>The term "Depositary" shall mean, unless otherwise specified by the
Company pursuant to Section 2.05 hereof, The Depository Trust Company,
New York, New York, or any successor thereto registered as a Clearing Agency
under the Securities and Exchange Act of 1934, as amended, or any successor
statute or regulation.
<p><b>Designated</b> <b>LIBOR Page:</b>
<p>The term "Designated LIBOR Page" shall mean either (a) the display on
the Reuters Monitor Money Rates Service for the purpose of displaying the
London interbank rates of major banks for United States Dollars (if "LIBOR
Reuters" is specified in the applicable Company Order), or (b) the display
on the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for United States dollars (if "LIBOR Telerate"
is specified in the applicable Company Order). If neither LIBOR Reuters
nor LIBOR Telerate is specified in the applicable Company Order, LIBOR
for United States dollars will be determined as if LIBOR Telerate (and
page 3750) had been chosen.
<p><b>Discharged:</b>
<p>The term "Discharged" means, with respect to all Notes at the time outstanding,
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, all Notes and to have
satisfied all the obligations under the Indenture relating to such Notes
except (i) the rights of Holders of such Notes to receive, from the trust
fund provided for under Sections 5.01 and 5.02, payment of the principal
of (and premium, if any) and interest on such Notes when such payments
are due, (ii) the Company's obligations with respect to such Notes under
Sections 2.06, 2.07 and 6.02 and (iii) the rights, powers, trusts, duties
and immunities of the Trustee under the Indenture.
<p><b>Event of Default:</b>
<p>The term "Event of Default" shall mean any event specified in Section
8.01, continued for the period of time, if any, and after the giving of
the notice, if any, therein designated.
<p><b>Extension Notice:</b>
<p>The term "Extension Notice" shall mean a notice sent by the Trustee
by telegram, telex, facsimile transmission, hand delivery or letter (first
class, postage prepaid) to the Holder of a Note with respect to which the
Company has exercised its option to extend the Stated Maturity, indicating
(i) that the Company has elected to extend the Stated Maturity of such
Note, (ii) the new Stated Maturity, (iii) in the case of a Fixed Rate Note,
the interest rate applicable to the Extension Period or, in the case of
a Floating Rate Note, the Spread and/or Spread Multiplier applicable to
the Extension Period, and (iv) any provisions for redemption of such Note
during the Extension Period, including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Extension Period.
<p><b>Extension Period:</b>
<p>The term "Extension Period" shall mean a period of from one to five
whole years for which the Company may, at its option, extend the Stated
Maturity of a particular Note.
<p><b>Final Maturity Date:</b>
<p>The term "Final Maturity Date" shall mean the date beyond which the
Stated Maturity of a particular Note may not be extended at the option
of the Company.
<p><b>First Mortgage Bonds:</b>
<p>The term "First Mortgage Bonds" shall mean the first mortgage bonds
issued under the Bond Indenture.
<p><b>Fixed Rate Amortizing Note:</b>
<p>The term "Fixed Rate Amortizing Note" shall mean a Fixed Rate Note which
is an Amortizing Note.
<p><b>Fixed Rate Note:</b>
<p>The term "Fixed Rate Note" shall mean a Note which bears interest at
a fixed rate (which may be zero in the case of a Zero Coupon Note) specified
in the applicable Company Order.
<p><b>Floating Rate Note:</b>
<p>The term "Floating Rate Note" shall mean a Note which bears interest
at a variable rate determined by reference to interest rate formula, and
includes a Commercial Paper Rate Note, a LIBOR Note, a Prime Rate Note
or a Treasury Rate Note.
<p><b>Global Note:</b>
<p>The term "Global Note" shall mean a single Note that pursuant to Section
2.05 is issued to evidence Notes having identical terms and provisions,
which is delivered to the Depositary or pursuant to instructions of the
Depositary and which shall be registered in the name of the Depositary
or its nominee.
<p><b>H.15(519):</b>
<p>The term "H.15(519)" shall mean the publication "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication published
by the Board of Governors of the Federal Reserve System.
<p><b>Indebtedness</b>:
<p>The term "Indebtedness" shall mean with respect to any Person (i) any
liability of such Person (a) for borrowed money, or (b) evidenced by a
bond, note, debenture or similar instrument (including purchase money obligations
but excluding trade payables), or (c) for the payment of money relating
to a lease that is required to be classified as a capitalized lease obligation
in accordance with generally accepted accounting principles; (ii) any liability
of others described in the preceding clause (i) that such Person has guaranteed,
that is recourse to such Person or that is otherwise its legal liability;
and (iii) any amendment, supplement, modification, deferral, renewal, extension
or refunding of any liability of the types referred to in clauses (i) and
(ii) above.
<p><b>Indenture:</b>
<p>The term "Indenture" shall mean this instrument as originally executed
or, if amended or supplemented as herein provided, as so amended or supplemented.
<p><b>Index Maturity:</b>
<p>The term "Index Maturity" of a particular Floating Rate Note shall mean
the period to Stated Maturity of the instrument or obligation from which
the Base Rate of such Floating Rate Note is calculated, as specified in
the applicable Company Order.
<p><b>Initial Interest Rate:</b>
<p>The term "Initial Interest Rate" for a particular Floating Rate Note
shall mean the interest rate specified in the applicable Company Order
as in effect from the Original Issue Date of such Floating Rate Note to
its first Interest Reset Date.
<p><b>Initial Redemption Date:</b>
<p>The term "Initial Redemption Date" shall mean the earliest date, if
any, on which a particular Note shall be redeemable at the option of the
Company prior to the Stated Maturity of such Note, as specified in the
applicable Company Order.
<p><b>Interest Accrual Period:</b>
<p>The term "Interest Accrual Period" for a particular Floating Rate Note
shall mean the period from the date of issue of such Floating Rate Note,
or from an Interest Reset Date, if any, to its next subsequent Interest
Reset Date.
<p><b>Interest Determination Date:</b>
<p>The term "Interest Determination Date" shall mean each Commercial Paper
Rate Interest Determination Date, LIBOR Interest Determination Date, Prime
Rate Interest Determination Date and Treasury Rate Interest Determination
Date.
<p><b>Interest Factor:</b>
<p>The term "Interest Factor" for a Floating Rate Note for each day in
an Interest Accrual Period for such Floating Rate Note shall be computed
by dividing the Interest Rate applicable to such day by 360, in the case
of Commercial Paper Rate Notes, LIBOR Notes and Prime Rate Notes, or by
the actual number of days in the year, in the case of Treasury Rate Notes.
<p><b>Interest Payment Date:</b>
<p>(a) The term "Interest Payment Date" shall mean with respect to a Floating
Rate Note, including a Floating Rate Amortizing Note, which has an Interest
Reset Date which is (1) daily, weekly or monthly: the third Wednesday of
each month or the third Wednesday of March, June, September and December
of each year, as specified in the applicable Company Order, (2) quarterly:
the third Wednesday of March, June, September and December of each year,
as specified in the applicable Company Order, (3) semiannually: the third
Wednesday of the two months of each year, as specified in the applicable
Company Order; (4) annually: the third Wednesday of one month of each year,
as specified in the applicable Company Order, and, in each case, the date
of Maturity of such Floating Rate Note and, with respect to defaulted interest
on such Floating Rate Note, the date established by the Company for the
payment of such defaulted interest. If any Interest Payment Date (other
than at Maturity) for any Floating Rate Note would fall on a day that is
not a Business Day with respect to such Floating Rate Note, such Interest
Payment Date will be the following day that is a Business Day with respect
to such Floating Rate Note, except that, in the case of a LIBOR Note, if
such Business Day with respect to such Floating Rate Note is in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding London Business Day.
<p>(b) the term "Interest Payment Date" shall mean with respect to a Fixed
Rate Note, including a Fixed Rate Amortizing Note, each January 15 and
July 15, or such other dates which are specified in the applicable Company
Order during the period such Fixed Rate Note is outstanding, the date of
Maturity of such Fixed Rate Note, and with respect to defaulted interest
on such Fixed Rate Note, the date established by the Company for the payment
of such defaulted interest.
<p>(C) Notwithstanding the foregoing, the first Interest Payment Date for
any Note originally issued between a Record Date and the next Interest
Payment Date shall be the Interest Payment Date following the next succeeding
Record Date.
<p><b>Interest Rate:</b>
<p>(a) The term "Interest Rate" for a particular Floating Rate Note shall
mean (1) from the date of issue of such Floating Rate Note to the first
Interest Reset Date for such Floating Rate Note, the Initial Interest Rate,
and (2) each Interest Accrual Period commencing on or after such First
Interest Reset Date, the Base Rate with reference to the Index Maturity
for such Floating Rate Note as specified in the applicable Company Order
plus or minus the Spread, if any, multiplied by the Spread Multiplier,
if any; <u>provided</u> that in the event no Spread or Spread Multiplier
is provided in such Company Order, the Spread and Spread Multiplier shall
be zero and one, respectively; <u>provided</u>, <u>further</u>, in no event
shall the Interest Rate be greater than the Maximum Interest Rate, if any,
or less than the Minimum Interest Rate, if any; <u>provided</u>, <u>further</u>,
the Interest Rate in effect for the ten days immediately prior to Maturity
will be the Interest Rate in effect on the tenth day preceding such Maturity;
and <u>provided</u>,
<u>further</u>, the Interest Rate will in no event
be higher than the maximum rate permitted by New York or other applicable
law, as the same may be modified by United States federal laws of general
application.
<p>(b) The term "Interest Rate" for a particular fixed Rate Note shall
mean the interest rate specified in the applicable Company Order.
<p><b>Interest Rate Basis; Base Rate:</b>
<p>The term "Interest Rate Basis" or "Base Rate" shall mean with respect
to (a) Commercial Paper Rate Notes, the Commercial Paper Rate, (b) LIBOR
Notes, LIBOR, (c) Prime Rate Notes, the Prime Rate, (d) Treasury Rate Notes,
the Treasury Rate, and (e) any other Floating Rate Note, the interest rate
formula which determines the variable rate at which such Note bears interest.
<p><b>Interest Reset Date:</b>
<p>The term "Interest Reset Date" shall mean, in the case of a Floating
Rate Note specified in the applicable Company Order as being reset (a)
daily: each Business Day; (b) weekly: the Wednesday of each week (with
the exception of weekly reset Treasury Rate Notes which reset the Tuesday
of each week, except as specified below); (c) monthly: the third Wednesday
of each month; (d) quarterly: the third Wednesday of March, June, September
and December; (e) semiannually: the third Wednesday of the two months specified
in the applicable Company Order; and (f) annually: the third Wednesday
of the month specified in the applicable Company Order. If any Interest
Reset Date for a Floating Rate Note would otherwise be a day which is not
a Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that in the case of a LIBOR
Note, if such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day. If,
in the case of a Treasury Rate Note, an Interest Reset Date shall fall
on a day on which the Treasury auctions Treasury Bills, then such Interest
Reset Date shall instead be the first Business Day immediately following
such auction.
<p><b>Interest Reset Period:</b>
<p>The term "Interest Reset Period" shall mean for:
<p>(a) each Floating Rate Note on which interest is reset monthly, quarterly,
semiannually or annually, and each Fixed Rate Note, the period:
<p>(1) beginning on and including the Original Issue Date of such Note
or the most recent Interest Payment Date on which interest was paid on
such Note, and
<p>(2) ending on but not including the next Interest Payment Date or, for
the last Interest Reset Period, the Maturity, of such Note;
<p>(b) each Floating Rate Note on which interest is reset daily or weekly,
the period:
<p>(1) beginning on and including the Original Issue Date of such Floating
Rate Note, or beginning on but excluding the most recent Record Date through
which interest was paid on such Note, and
<p>(2) ending on and including the next Record Date or, for the last Interest
Reset Period, ending on but excluding Maturity, of such Note;
<p><u>provided</u>, <u>however</u>, that the first Interest Reset Period
for any Note which has its Original Issue date after a Record Date and
prior to its next Interest Payment Date, shall begin on and include such
Original Issue Date and (i) end on and include the next Record Date for
Floating Rate Notes on which interest is reset daily or weekly, and (ii)
end on but not include the second Interest Payment Date after the Original
Issue Date for all other Notes.
<p><b>Issue Price:</b>
<p>The term "Issue Price" shall mean the price expressed as a percentage
of the aggregate principal amount of a Note at which such Note is issued.
<p><b>LIBOR:</b>
<p>The term "LIBOR" for a particular Floating Rate Note, unless otherwise
indicated in the applicable Company Order, shall mean, with respect to
any LIBOR Interest Determination Date, the rate determined:
<p>(i) with respect to any LIBOR Interest Determination Date, LIBOR shall
be either: (a) if "LIBOR Reuters" is specified in the applicable Company
Order, the arithmetic mean of the offered rates (unless the specified Designated
LIBOR Page by its terms provides only for a single rate, in which case
such single rate will be used) for deposits in United States dollars having
the Index Maturity specified in the applicable Company Order, commencing
on the second London Business Day immediately following such LIBOR Interest
Determination Date, which appear on the Designated LIBOR Page specified
in the applicable Company Order as of 11:00 A.M., London time, on that
LIBOR Interest Determination Date, if at least two such offered rates appear
(unless, as aforesaid, only a single rate is required) on such Designated
LIBOR Page, or (b) if "LIBOR Telerate" is specified in the applicable Company
Order, the rate for deposits in United States dollars having the Index
Maturity specified in the applicable Company Order, commencing on the second
London Business Day immediately following such LIBOR Interest Determination
Date, which appears on the Designated LIBOR Page specified in the applicable
Company Order as of 11:00 A.M., London time, on that LIBOR Interest Determination
Date. Notwithstanding the foregoing, if fewer than two offered rates appear
on the Designated LIBOR Page with respect to LIBOR Reuters (unless the
specified Designated LIBOR Page by its terms provides only for a single
rate, in which case such single rate will be used), or if no rate appears
on the Designated LIBOR Page with respect to LIBOR Telerate, whichever
may be applicable, LIBOR with respect to such LIBOR Interest Determination
Date shall be determined as provided in clause (ii) below.
<p>(ii) With respect to any LIBOR Interest Determination Date on which
fewer than two offered rates appear on the Designated LIBOR Page with respect
to LIBOR Reuters (unless the specified Designated LIBOR Page by its terms
provides only for a single rate, in which case such single rate will be
used), or if no rate appears on the Designated LIBOR Page with respect
to LIBOR Telerate, as the case may be, the Calculation Agent shall request
the principal London office of each of four major banks in the London interbank
market selected by the Calculation Agent to provide the Calculation Agent
with its offered rate quotation for deposits in United States dollars for
the period of the applicable Index Maturity specified in the applicable
Company Order, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, to prime banks in the
London interbank market as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for
a single transaction in United States dollars in such market at such time.
If at least two such quotations are provided, LIBOR with respect to such
LIBOR Interest Determination Date shall be calculated by the Calculation
Agent and shall be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR with respect to such LIBOR Interest
Determination Date shall be the arithmetic mean of the rates quoted as
of 11:00 A.M., New York City Time, on such LIBOR Interest Determination
Date by three major banks in The City of New York selected by the Calculation
Agent for loans in United States Dollars to leading European banks, commencing
on the second London Business Day immediately following such LIBOR Interest
Determination Date having the Index Maturity specified in the applicable
Company Order in a principal amount that is representative for a single
transaction in such United States dollars in such market at such time;
<u>provided</u>,
<u>however</u>,
that if the banks so selected by the Calculation Agent are not quoting
as mentioned in this sentence, LIBOR with respect to such LIBOR Interest
Determination Date shall be LIBOR in effect immediately prior to such LIBOR
Interest Determination Date.
<p><b>LIBOR Interest Determination Date:</b>
<p>The term "LIBOR Interest Determination Date" pertaining to an Interest
Reset Date for a LIBOR Note shall mean the second London Business Day immediately
preceding such Interest Reset Date, unless otherwise specified in the applicable
Company Order.
<p><b>LIBOR Notes:</b>
<p>The term "LIBOR Notes" shall mean Floating Rate Notes which are specified
in the applicable Company Order as bearing interest at an interest rate
calculated with reference to LIBOR.
<p><b>London Business Day:</b>
<p>The term "London Business Day" shall mean any day on which dealings
in deposits in United States dollars are transacted in the London interbank
market.
<p><b>Maturity:</b>
<p>The term "Maturity", when used with respect to any Note, shall mean
the date on which the principal of such Note or an installment of principal
becomes due and payable in accordance with its terms and the terms of this
Indenture as therein or herein provided, whether at Stated Maturity, upon
declaration of acceleration, call for redemption, repayment at the option
of the Holder or otherwise.
<p><b>Maximum Interest Rate:</b>
<p>The term "Maximum Interest Rate" shall mean the maximum rate of interest,
if any, which may be applicable to any Floating Rate Note during any Interest
Accrual Period as specified in the applicable Company Order.
<p><b>Minimum Interest Rate:</b>
<p>The term "Minimum Interest Rate" shall mean the minimum rate of interest,
if any, which may be applicable to any Floating Rate Note during any Interest
Accrual Period as specified in the applicable Company Order.
<p><b>Money Market Yield:</b>
<p>The term "Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:
<p>D x 360
<br>Money Market Yield = --------------- x 100
<br>360 - (D x M)
<p>where "D" refers to the applicable per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and "M" refers
to the actual number of days in the Interest Accrual Period for which interest
is being calculated.
<p><b>Note or Notes; Outstanding:</b>
<p>The terms "Note or "Notes" shall mean any Fixed Rate or Floating Rate
Note or Notes, as the case may be, authenticated and delivered under this
Indenture, including any Global Note.
<p>The term "outstanding," when used with reference to Notes, shall, subject
to Section 10.04, mean, as of any particular time, all Notes authenticated
and delivered by the Trustee under this Indenture, except
<p>(a) Notes theretofore cancelled by the Company or delivered to the Company
for cancellation;
<p>(b) Notes, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with
the Trustee or with any paying agent (other than the Company) or shall
have been set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent);<u>provided</u> that if such Notes are
to be redeemed prior to the Maturity thereof, notice of such redemption
shall have been given as provided in Article Three, or provisions satisfactory
to the Trustee shall have been made for giving such notice;
<p>(c) Notes which shall have been Discharged; and
<p>(d) Notes in lieu of or in substitution for which other Notes shall
have been authenticated and delivered, or which have been paid, pursuant
to Section 2.07;
<p><b>Noteholder; Holder:</b>
<p>The terms "Noteholder" or "Holder" shall mean any Person in whose name
at the time a particular Note is registered in the register of the Company
kept for that purpose in accordance with the terms hereof.
<p><b>Officers' Certificate:</b>
<p>The term "Officers' Certificate" when used with respect to the Company,
shall mean a certificate signed by the Chairman of the Board, the President
or any Vice President and by the Secretary or an Assistant Secretary of
the Company. Each such certificate shall include the statements provided
for in Section 15.05 if and to the extent required by such Section.
<p><b>Opinion of Counsel:</b>
<p>The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of the Company, or such other
counsel who is satisfactory to the Trustee. Each such opinion shall include
the statements provided for in Section 15.05 if and to the extent required
by such Section. In the event that the Indenture requires the delivery
of an Opinion of Counsel to the Trustee, the text and substance of which
has been previously delivered to the Trustee, the Company may satisfy such
requirement by the delivery by the legal counsel that delivered such previous
Opinion of Counsel of a letter to the Trustee to the effect that the Trustee
may rely on such previous Opinion of Counsel as if such Opinion of Counsel
was dated and delivered the date delivery of such Opinion of Counsel is
required.
<p><b>Optional Interest Reset Date:</b>
<p>The term "Optional Interest Reset Date" shall mean each date on which
the interest rate on a Fixed Rate Reset Note or the Spread and/or Spread
Multiplier of a Floating Rate Reset Note may be reset at the option of
the Company.
<p><b>Original Issue Date:</b>
<p>The term "Original Issue Date" shall mean for a particular Note, or
portions thereof, the date upon which it, or such portion, was issued by
the Company pursuant to this Indenture and authenticated by the Trustee
(other than in connection with a transfer, exchange or substitution).
<p><b>Original Issue Discount Note:</b>
<p>The term "Original Issue Discount Note" shall mean (i) a Note that has
a "stated redemption price at maturity" that exceeds its "issue price",
each as defined for United States federal income tax purposes, by at least
0.25% of its stated redemption price at maturity multiplied by the number
of complete years from the Original Issue Date to the Stated Maturity for
such Note (or in the case of a Note that provides for payment of any amount
other than the "qualified stated interest", as defined for United States
federal income tax purposes, prior to maturity, the weighted average maturity
of the Note) and (ii) any other Note designated by the Company in the applicable
Company Order as issued with original issue discount for United States
federal income tax purposes.
<p><b>Permitted Encumbrances:</b>
<p>The term "Permitted Encumbrances" shall mean:
<p>(a) (i) any mortgage, pledge or other lien or encumbrance on any property
hereafter acquired or constructed by the Company or a Subsidiary, or on
which property so constructed is located, and created prior to, contemporaneously
with or within 360 days after, such acquisition or construction or the
commencement of commercial operation of such property to secure or provide
for the payment of any part of the purchase or construction price of such
property, or (ii) any mortgage, pledge, or other lien or encumbrance upon
such property existing at the time of acquisition thereof by the Company
or any Subsidiary, whether or not assumed by the Company or such Subsidiary,
or (iii) any mortgage, pledge, or other lien or encumbrance existing on
the property, shares of stock or indebtedness of a corporation at the time
such corporation shall become a Subsidiary or any pledge of the shares
of stock of such corporation prior to, contemporaneously with or within
360 days after such corporation shall become a Subsidiary to secure or
provide for the payment of any part of the purchase price of such stock,
or (iv) any conditional sales agreement or other title retention agreement
with respect to any property hereafter acquired or constructed;
<u>provided</u>
that, in the case of clauses (i) through (iv), the lien of any such mortgage,
pledge or other lien does not spread to property owned prior to such acquisition
or construction or to other property thereafter acquired or constructed
other than additions to such acquired or constructed property and other
than property on which property so constructed is located; and <u>provided</u>,
<u>further</u>,
that if a firm commitment from a bank, insurance company or other lender
or investor (not including the Company, a Subsidiary or an Affiliate of
the Company) for the financing of the acquisition or construction of property
is made prior to, contemporaneously with or within the 360-day period hereinabove
referred to, the applicable mortgage, pledge, lien or encumbrance shall
be deemed to be permitted by this subsection (a) whether or not created
or assumed within such period;
<p>(b) any mortgage, pledge or other lien or encumbrance created for the
sole purpose of extending, renewing or refunding any mortgage, pledge,
lien or encumbrance permitted by subsection (a) of this definition; <u>provided</u>,
<u>however</u>,
that the principal amount of indebtedness secured thereby shall not exceed
the principal amount of indebtedness so secured at the time of such extension,
renewal or refunding and that such extension, renewal or refunding mortgage,
pledge, lien or encumbrance shall be limited to all or any part of the
same property that secured the mortgage, pledge or other lien or encumbrance
extended, renewed or refunded;
<p>(c) liens for taxes or assessments or governmental charges or levies
not then due and delinquent or the validity of which is being contested
in good faith, and against which an adequate reserve has been established;
liens on any property created in connection with pledges or deposits to
secure public or statutory obligations or to secure performance in connection
with bids or contracts; materialmen's, mechanics', carrier's, workmen's,
repairmen's or other like liens; or liens on any property created in connection
with deposits to obtain the release of such liens; liens on any property
created in connection with deposits to secure surety, stay, appeal or customs
bonds; liens created by or resulting from any litigation or legal proceeding
which is currently being contested in good faith by appropriate proceedings;
leases and liens, rights of reverter and other possessory rights of the
lessor thereunder; zoning restrictions, easements, rights-of-way or other
restrictions on the use of real property or minor irregularities in the
title thereto; and any other liens and encumbrances similar to those described
in this subsection (c), the existence of which does not, in the opinion
of the Company, materially impair the use by the Company or a Subsidiary
of the affected property in the operation of the business of the Company
or a Subsidiary, or the value of such property for the purposes of such
business;
<p>(d) any mortgage, pledge or other lien or encumbrance created after
the date of this Indenture on any property leased to or purchased by the
Company or a Subsidiary after that date and securing, directly or indirectly,
obligations issued by a State, a territory or a possession of the United
States, or any political subdivision of any of the foregoing, or the District
of Columbia, to finance the cost of acquisition or cost of construction
of such property;
<u>provided</u> that the interest paid on such obligations
is entitled to be excluded from gross income of the recipient pursuant
to Section 103(a)(1) of the Internal Revenue Code of 1986, as amended (or
any successor to such provision), as in effect at the time of the issuance
of such obligations;
<p>(e) any mortgage, pledge or other lien or encumbrance on any property
now owned or hereafter acquired or constructed by the Company or a Subsidiary,
or on which property so owned, acquired or constructed is located, to secure
or provide for the payment of any part of the construction price or cost
of improvements of such property, and created prior to, contemporaneously
with or within 360 days after, such construction or improvement; <u>provided</u>
that if a firm commitment from a bank, insurance company or other lender
or investor (not including the Company, a Subsidiary or an Affiliate of
the Company) for the financing of the acquisition or construction of property
is made prior to, contemporaneously with or within the 360-day period hereinabove
referred to, the applicable mortgage, pledge, lien or encumbrance shall
be deemed to be permitted by this subsection (e) whether or not created
or assumed within such period; and
<p>(f) any mortgage, pledge or other lien or encumbrance not otherwise
permitted under this Section; <u>provided</u> that the aggregate amount
of indebtedness secured by all such mortgages, pledges, liens or encumbrances
does not exceed the greater of $20,000,000 or 10% of Common Shareholders
Equity.
<p><b>Person:</b>
<p>The term "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
<p><b>Pre-Exercise Stated Maturity Date:</b>
<p>The term "Pre-Exercise Stated Maturity Date" shall mean the Stated Maturity
of a Note (including, if such Stated Maturity has previously been extended,
the Stated Maturity as previously extended) in effect immediately prior
to the Company's exercise of an option to extend such Stated Maturity for
an Extension Period or the Holder's exercise of an option to renew such
Note pursuant to provisions included in the applicable Company Order.
<p><b>Prime Rate</b>:
<p>The term "Prime Rate" for a particular Floating Rate Note, unless otherwise
indicated in the applicable Company Order, shall mean, with respect to
any Prime Rate Interest Determination Date, the rate on such date as published
in H.15(519) under the heading "Bank Prime Loan." In the event that such
rate is not published prior to 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Prime Rate Interest Determination Date, then the
Prime Rate with respect to such Prime Rate Interest Determination Date
shall be calculated by the Calculation Agent and shall be the arithmetic
mean of the rates of interest publicly announced by each bank that appears
on the Reuters Screen USPRIME1 as such bank's prime rate or base lending
rate as in effect with respect to such Prime Rate Interest Determination
Date. If fewer than four such rates appear on the Reuters Screen USPRIME1
with respect to such Prime Rate Interest Determination Date, the Prime
Rate with respect to such Prime Rate Interest Determination Date shall
be calculated by the Calculation Agent and shall be the arithmetic mean
of the prime rates quoted on the basis of the actual number of days in
the year divided by 360 as of the close of business on such Prime Rate
Interest Determination Date by at least two of the three major money center
banks in The City of New York selected by the Calculation Agent. If fewer
than two quotations are provided, the Prime Rate with respect to such Prime
Rate Interest Determination Date shall be determined on the basis of the
rates furnished in The City of New York by the appropriate number of substitute
banks or trust companies organized and doing business under the laws of
the United States, or any state thereof, having total equity capital of
at least $500,000,000 and being subject to supervision or examination by
federal or state authority, selected by the Calculation Agent to provide
such rate or rates; <u>provided</u>,
<u>however</u>, that if the appropriate
number of substitute banks or trust companies selected as aforesaid are
not quoting as mentioned in this sentence, the Prime Rate with respect
to such Prime Rate Interest Determination Date shall be the Prime Rate
in effect immediately prior to such Prime Rate Interest Determination Date.
<p><b>Prime Rate Interest Determination Date:</b>
<p>The term "Prime Rate Interest Determination Date" pertaining to an Interest
Reset Date for a particular Prime Rate Note shall mean the second Business
Day immediately preceding such Interest Reset Date, unless otherwise specified
in the applicable Company Order.
<p><b>Prime Rate Notes:</b>
<p>The term "Prime Rate Notes" shall mean Floating Rate Notes which are
specified in the applicable Company Order as bearing interest at an interest
rate calculated with reference to the Prime Rate.
<p><b>Principal Amount:</b>
<p>The term "principal amount" with respect to any Note shall mean the
principal amount thereof set forth in the applicable Company Order; <u>provided</u>
that in the case of any Original Issue Discount Note, its principal amount
as of (i) any date that the principal amount of such Note is to be repaid
prior to its Stated Maturity, whether upon declaration of acceleration,
call for redemption, repayment at the option of the Holder or otherwise,
or (ii) any date that any consent, notice, request, direction, waiver or
suit by the Noteholders shall be deemed to be given, made or commenced
under this Indenture, such term shall mean the Amortized Face Amount of
such Note as of such date.
<p><b>Principal Executive Offices of the Company:</b>
<p>The term "principal executive offices of the Company" shall mean the
place where the main corporate offices of the Company are located, currently
133 South Blair Street, Madison, Wisconsin 53701, or such other place where
the main corporate offices of the Company are located as designated in
an Officers' Certificate delivered to the Trustee.
<p><b>Principal Facility:</b>
<p>The term "Principal Facility" shall mean the real property, fixtures,
machinery and equipment relating to any facility owned by the Company or
any Subsidiary (which may include a network of electric or gas distribution
facilities or a network of electric or gas transmission facilities), except
any facility that, in the opinion of the Board of Directors, is not of
material importance to the business conducted by the Company and its Subsidiaries,
taken as a whole.
<p><b>Record Date:</b>
<p>The term "Record Date" shall mean for the Interest Payment Date for
the payment of interest for an Interest Reset Period for a particular Note,
unless otherwise specified in the applicable Company Order, (a) the day
which is fifteen calendar days prior to such Interest Payment Date, whether
or not such day is a Business Day, (b) the date of Maturity of such Note,
unless such date of Maturity for a Fixed Rate Note is a January 1 or a
July 1, in which event the Record Date will be as provided in clause (a),
and (c) a date which is not less than five Business Days preceding the
Interest Payment Date of defaulted interest on such Note established by
notice given by first-class mail by or on behalf of the Company to the
Holder of such Note not less than fifteen days prior to such Interest Payment
Date.
<p><b>Redemption Date:</b>
<p>The term "Redemption Date" for a Note shall mean the date fixed for
the redemption of such Note in accordance with the provisions of this Indenture.
<p><b>Regulated Subsidiary:</b>
<p>The term "Regulated Subsidiary" shall mean any Subsidiary which owns
or operates facilities used for the generation, transmission or distribution
of electric energy and is subject to the jurisdiction of any governmental
authority of the United States or any state or political subdivision thereof,
as to any of its: rates; services; accounts; issuances of securities; affiliate
transactions; or construction, acquisition or sale of any such facilities,
except that any "exempt wholesale generator", as defined in 15 USC 79z-5a(a)(1),
"qualifying facility", as defined in 18 CFR 29z,101(b)(1), "foreign utility
company", as defined in 15 USC 79z-5b(a)(3) and "power marketer", as defined
in <u>Northwest Power Marketing Company, L.L.C.</u>, 75 FERC ¶61,281,
shall not be a Regulated Subsidiary.
<p><b>Reset Note:</b>
<p>The term "Reset Note" shall mean a Fixed Rate Note, with respect to
which the Company has the option to reset the interest rate, and a Floating
Rate Note, with respect to which the Company has the option to reset the
Spread and/or Spread Multiplier.
<p><b>Reset Notice:</b>
<p>The term "Reset Notice" shall mean a notice sent by the Trustee by telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) to the Holder of a Reset Note with respect to which the Company
has exercised its option to reset the interest rate or the Spread and/or
the Spread Multiplier, indicating (i) that the Company has elected to exercise
such option, (ii) such new interest rate or Spread and/or Spread Multiplier
and (iii) any provisions for redemption of such Note during the Subsequent
Interest Period commencing on the applicable Optional Interest Reset Date.
<p><b>Responsible Officer:</b>
<p>The term "responsible officer" or "responsible officers" when used with
respect to the Trustee shall mean one or more of the following: the chairman
of the board of directors, the vice chairman of the board of directors,
the chairman of the executive committee, the vice chairman of the executive
committee, the chairman of the trust committee, the president, any vice
president, the cashier, the secretary, the treasurer, any trust officer,
any second or assistant vice president, any assistant cashier, any assistant
secretary, any assistant treasurer, any assistant trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall
be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.
<p><b>Reuters Screen USPRIME1:</b>
<p>The term "Reuters Screen USPRIME1" shall mean the display designated
as page "USPRIME1" on the Reuters Monitor Money Rate Service (or such other
page which may replace the USPRIME1 page on such service for the purpose
of displaying the prime rate or base lending rate of major banks).
<p><b>Spread:</b>
<p>The term "Spread" applicable to a particular Floating Rate Note shall
mean the number of Basis Points above or below the Base Rate for such Floating
Rate Note as specified in the applicable Company Order, used in the calculation
of the Interest Rate for such Floating Rate Note.
<p><b>Spread Multiplier:</b>
<p>The term "Spread Multiplier" applicable to a particular Floating Rate
Note shall mean the percentage of the Base Rate (plus or minus any applicable
Spread) for such Floating Rate Note as specified in the applicable Company
Order, used in the calculation of the Interest Rate for such Floating Rate
Note.
<p><b>Stated Maturity:</b>
<p>The term "Stated Maturity", when used with respect to any Note shall
mean the date specified in such Note as the date on which the principal
of such Note is due and payable, or the date specified as the Stated Maturity
(i) in an Extension Notice or (ii) in accordance with procedures included
in the applicable Company Order pursuant to which the Holder may renew
such Note<b>.</b>
<p><b>Subsequent Interest Period:</b>
<p>The term "Subsequent Interest Period" shall mean a period from an Optional
Interest Reset Date of a Note to the next Optional Interest Reset Date
of such Note or, if there is no such next Optional Interest Reset Date,
to the Stated Maturity of such Note.
<p><b>Subsidiary</b>:
<p>The term "Subsidiary" shall mean any corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary
voting power to elect a majority of the directors of such corporation,
irrespective of whether or not at the time stock of any class or classes
of such corporation shall have or might have voting power by reason of
the happening of any contingency, is at the time, directly or indirectly,
owned or controlled by the Company or by one or more Subsidiaries thereof,
or by the Company and one or more Subsidiaries.
<p><b>Treasury:</b>
<p>The term "Treasury" shall mean the United States Department of Treasury.
<p><b>Treasury Bills:</b>
<p>The term "Treasury Bills" shall mean direct obligations of the United
States.
<p><b>Treasury Rate:</b>
<p>The term "Treasury Rate" for a particular Floating Rate Note, unless
otherwise indicated in the applicable Company Order, shall mean, with respect
to any Treasury Rate Interest Determination Date, the rate resulting from
the most recent auction of Treasury Bills having the Index Maturity specified
in the applicable Company Order, as such rate is published in H.15(519)
under the heading "Treasury bills-auction average (investment)" or, if
not so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Treasury Rate Interest Determination Date, the average
auction rate on such Treasury Rate Determination Date (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the Treasury. In the
event that the results of the auction of Treasury Bills having the specified
Index Maturity are not reported as provided above by 3:00 P.M., New York
City time, on such Calculation Date pertaining to such Treasury Rate Determination
Date, or if no such auction is held in a particular week, then the Treasury
Rate with respect to such Treasury Rate Interest Determination Date shall
be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New York
City time, on such Treasury Rate Interest Determination Date, of three
leading primary United States government securities dealers selected by
the Calculation Agent, for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified in the applicable Company
Order; <u>provided</u>, <u>however</u>, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth above,
the Treasury Rate with respect to such Treasury Rate Interest Determination
Date shall be the Treasury Rate in effect immediately prior to such Treasury
Rate Interest Determination Date.
<p><b>Treasury Rate Interest Determination Date:</b>
<p>The term "Treasury Rate Interest Determination Date" pertaining to an
Interest Reset Date for a Treasury Rate Note shall mean the day of the
week in which its Interest Reset Date falls on which Treasury Bills normally
would be auctioned;
<u>provided</u>, <u>however</u>, that if as a result
of a legal holiday an auction is held on the Friday of the week preceding
such Interest Reset Date, the related Treasury Rate Interest Determination
Date shall be such Friday, unless otherwise specified in the applicable
Company Order.
<p><b>Treasury Rate Notes:</b>
<p>The term "Treasury Rate Notes" shall mean Floating Rate Notes which
are specified in the applicable Company Order as bearing interest at an
interest rate calculated with reference to the Treasury Rate.
<p><b>Trustee:</b>
<p>The term "Trustee" shall mean Bank One, N.A. and, subject to Article
Nine, shall also include any successor Trustee.
<p><b>U.S. Government Obligations:</b>
<p>The term "U.S. Government Obligations" shall mean securities that are
(i) direct obligations of the United States for the payment of which its
full faith and credit is pledged, or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a
bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such
U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; <u>provided</u> that (except as required
by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation
or the specific payment of interest on or principal of the U.S. Government
Obligation evidenced by such depository receipt.
<p><b>Wholly-Owned Subsidiary</b>:
<p>The term "Wholly-Owned Subsidiary" shall mean a Subsidiary of which
all of the outstanding voting stock (other than directors' qualifying shares)
is at the time, directly or indirectly, owned by the Company, or by one
or more Wholly-Owned Subsidiaries of the Company or by the Company and
one or more Wholly-Owned Subsidiaries.
<p><b>Yield to Maturity:</b>
<p>The term "Yield to Maturity" shall mean for a particular Note the yield
to maturity of such Note, computed in accordance with generally accepted
United States bond yield computation principles and expressed as a percentage,
specified in the applicable Company Order.
<p><b>Zero Coupon Note</b>:
<p>The term "Zero Coupon Note" means a Note issued at a price representing
a discount from the principal amount payable at Maturity and bearing a
zero fixed rate of interest.
<center>
<p><b>ARTICLE TWO</b>
<br><b>FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES</b></center>

<p><b>Section 2.01. Form Generally.</b>
<p>(a)  The Notes shall be titled "Medium-Term Notes", and, if such
Notes shall be in the form of (a) a Fixed Rate Note which is a Global Note,
shall be in substantially the form set forth in <u>Exhibit A</u>, (b) a
Fixed Rate Note which is not a Global Note, shall be in substantially the
form set forth in <u>Exhibit B</u>, (c) a Floating Rate Note which is a
Global Note, shall be in substantially the form set forth in <u>Exhibit
C</u>, and (d) a Floating Rate Note which is not a Global Note, shall be
in substantially the form set forth in <u>Exhibit D</u>, to this Indenture,
or in any such case such other form as shall be established by a Board
Resolution, or an Officers' Certificate pursuant to a Board Resolution,
or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or with applicable law or as may, consistently herewith, be determined
by the officers executing such Notes, as evidenced by their execution of
such Notes. If the form of Notes is established by a Board Resolution,
or an Officers' Certificate pursuant to a Board Resolution, a copy of such
Board Resolution or Officers' Certificate shall be delivered to the Trustee
at or prior to the delivery to the Trustee of the Company Order contemplated
by Section 2.05 for the authentication and delivery of such Notes.
<p>(b) The definitive Notes shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Notes, as evidenced by their
execution of such Notes.
<p><b>Section 2.02. Form of Trustee's Certificate of Authentication. </b>The
Trustee's certificate of authentication on all Notes shall be in substantially
the following form:
<center>
<p>Trustee's Certificate of Authentication</center>

<p>This is one of the Notes referred to in the within-mentioned Indenture.
<p>BANK ONE, N.A., as Trustee
<p>By ________________________
<p>Authorized Signatory
<p><b>Section 2.03. Amount Unlimited. </b>The aggregate principal amount
of Notes which may be authenticated and delivered under this Indenture
is unlimited.
<p><b>Section 2.04. Denominations, Dates, Interest Payment and Record Dates.</b>
<p>(a) The Notes shall be issuable in registered form without coupons in
denominations of $1,000 and integral multiples thereof, unless otherwise
specified in the applicable Company Order.
<p>(b) Each Note shall be dated and issued as of the date of its authentication
by the Trustee, and shall bear an Original Issue Date or, as provided in
Section 2.12(e), two or more Original Issue Dates; each Note issued upon
transfer, exchange or substitution of a Note shall bear the Original Issue
Date or Dates of such transferred, exchanged or substituted Note, subject
to Section 2.12(e).
<p>(c) Each Note shall bear interest, if any, at its Interest Rate during
each Interest Reset Period for such Note, from the later of (1) its Original
Issue Date (or, if pursuant to Section 2.12, a Global Note has two or more
Original Issue Dates, interest shall, beginning on each such Original Issue
Date, begin to accrue for that part of the principal amount of such Global
Note to which that Original Issue Date is applicable), or (2) the most
recent date to which any interest has been paid or duly provided for until
the principal of such Note is paid or funds are made available for such
payment, and Accrued Interest on each Note shall be payable for each Interest
Reset Period on the Interest Payment Date immediately subsequent to the
Record Date for the payment of interest for such Interest Reset Period.
<p>(d) All percentages resulting from any calculation of the Interest Rate
for a Floating Rate Note shall be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting
from such calculation shall be rounded to the nearest cent (with one-half
cent being rounded upward).
<p>(e) Each Note shall mature on a date specified in such Note not less
than nine months nor more than 30 years after its Original Issue Date,
and the principal amount of each outstanding Note shall be payable on the
Maturity date specified therein.
<p>(f) The Person in whose name any Note is registered at the close of
business on any Record Date with respect to an Interest Payment Date for
such Note shall be entitled to receive the Accrued Interest payable on
such Note on such Interest Payment Date notwithstanding the cancellation
of such Note upon any registration of transfer, exchange or substitution
of such Note subsequent to such Record Date and prior to such Interest
Payment Date.
<p>(g) The Company shall cause the Calculation Agent to calculate each
Interest Rate applicable to each Floating Rate Note in accordance with
this Indenture, and the Company shall, or shall cause the Calculation Agent
to, notify the Trustee of each determination of such Interest Rate promptly
after such determination. The Calculation Agent's determination of any
Interest Rate shall be final and binding in the absence of manifest error.
<p>(h) On the fifth Business Day immediately preceding each Interest Payment
Date, the Trustee shall furnish to the Company a notice setting forth the
total amount of the Accrued Interest payments to be made on such Interest
Payment Date, and to the Depositary a notice setting forth the total amount
of Accrued Interest payments to be made on Global Notes on such Interest
Payment Date. The Trustee will provide monthly to the Company a list of
the principal of and any premium and Accrued Interest to be paid on Notes
in the next succeeding month and to the Depositary a list of the principal
of and any premium and Accrued Interest to be paid on Global Notes in the
such succeeding month. Promptly after the first Business Day of each month,
the Trustee shall furnish to the Company a written notice setting forth
the aggregate principal amount of the Global Notes. The Company will provide
to the Trustee not later than the payment date sufficient moneys to pay
in full all principal of and any premium and Accrued Interest payments
due on such payment date. The Trustee shall be responsible for withholding
taxes on interest paid as required by law.
<p>(i) Upon the request of any Noteholder of a Floating Rate Note, the
Trustee shall provide to such Noteholder the Interest Rate then in effect
and, if then determined, the Interest Rate that will become effective on
the next Interest Reset Date, with respect to such Floating Rate Note.
<p><b>Section 2.05. Execution, Authentication, Delivery and Dating.</b>
<p>(a)  The Notes shall be executed on behalf of the Company by the
Chairman of the Board, the President or any Vice President and by the Secretary
or an Assistant Secretary. The signature of any of such officers on any
Notes may be manual or facsimile.
<p>(b)  Notes bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such Notes
or did not hold such offices at the date of such Notes.
<p>(c)  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Notes executed by the
Company to the Trustee for authentication, together with one or more Company
Orders for the authentication and delivery of such Notes, and the Trustee
in accordance with any such Company Order shall authenticate such Notes
and make them available for delivery. Prior to authenticating such Notes,
and in accepting the additional responsibilities under this Indenture in
relation to such Notes, the Trustee shall be entitled to receive the following
only at or before the first issuance of Notes, and (subject to Section
9.01) shall be fully protected in relying upon:
<p>(1) a Board Resolution authorizing this Indenture and the Notes, and
if applicable, an appropriate record of any action taken pursuant to such
Board Resolution, certified by the Secretary or an Assistant Secretary
of the Company;
<p>(2)  an Officers' Certificate designating one or more officers
of the Company who are authorized to give Company Orders for the issuance
of, and specifying terms of, Notes and, if appropriate, setting forth the
form of Notes in accordance with Section 2.01;
<p>(3)  an Opinion of Counsel stating,
<p>(A)  if the form of Notes has been established by or pursuant to
a Board Resolution, an Officers' Certificate pursuant to a Board Resolution,
or a supplemental indenture as permitted by Section 2.01, that such form
has been established in conformity with this Indenture;
<p>(B) that the Indenture has been duly authorized, executed and delivered
by the Company and constitutes a valid and legally binding agreement of
the Company, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating
to or affecting the enforcement of creditors' rights and to general equity
principles;
<p>(C) that the Indenture is qualified under the TIA;
<p>(D) that any supplemental indenture referred to in (A) above has been
duly authorized, executed and delivered by the Company and constitutes
a legal, valid and binding agreement of the Company, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting the enforcement
of creditors' rights and to general equity principles;
<p>(E) that the Notes, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel consistent with the terms of this Indenture,
will constitute legal, valid and legally binding obligations of the Company,
enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating
to or affecting the enforcement of creditors' rights and to general equity
principles;
<p>(F) that all laws and requirements in respect of the execution, delivery
and sale by the Company of the Notes have been complied with;
<p>(G) that the Company is not in default in any of its obligations under
this Indenture, and that the issuance of the Notes will not result in any
such default; and
<p>(H) such other matters as the Trustee may reasonably request.
<p>(d) The Trustee shall have the right to decline to authenticate and
deliver any Note:
<p>(1) if the issuance of such Note pursuant to this Indenture will affect
the Trustee's own rights, duties or immunities under the Notes and this
Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee;
<p>(2) if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken; or
<p>(3) if the Trustee in good faith by its Board of Directors, executive
committee or a trust committee of directors and/or responsible officers
in good faith determines that such action would expose the Trustee to personal
liability to Holders of any outstanding Notes.
<p>(e) No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Note
a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate
upon any Note shall be conclusive evidence, and the only evidence, that
such Note has been duly authenticated and delivered hereunder and is entitled
to the benefits of this Indenture; <u>provided</u>, <u>however</u>, that
if any Note shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Note
to the Trustee for cancellation as provided in Section 2.09, for all purposes
of this Indenture such Note shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of
this Indenture.
<p><b>Section 2.06. Exchange and Registration of Transfer of Notes.</b>
<p>(a) Subject to Section 2.12, Notes may be exchanged for one or more
new Notes of any authorized denominations and of a like aggregate principal
amount and Stated Maturity and having the same terms and Original Issue
Date or Dates. Notes to be exchanged shall be surrendered at any of the
offices or agencies to be maintained by the Company for such purpose as
provided in Section 6.02, and the Company shall execute and register and
the Trustee
<p>shall authenticate and deliver in exchange therefor the Note or Notes
which the Noteholder making the exchange shall be entitled to receive.
<p>(b) The Trustee on behalf of the Company shall keep, at one of said
offices or agencies, a register in which, subject to such reasonable regulations
as it or the Company may prescribe, the Trustee shall register or cause
to be registered Notes and shall register or cause to be registered the
transfer of Notes as in this Article Two provided. Such register shall
be in written form or in any other form capable of being converted into
written form within a reasonable time. At all reasonable times such register
shall be open for inspection by the Trustee. Upon due presentment for registration
of transfer of any Note at any such office or agency, the Company shall
execute and register or cause to be registered and the Trustee shall authenticate
and make available for delivery, in the name of the transferee or transferees,
one or more new Notes of any authorized denominations and of a like aggregate
principal amount and Stated Maturity and having the same terms and Original
Issue Date or Dates.
<p>(c) All Notes presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Company) be duly endorsed
by, or be accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company and the Trustee duly executed by, the
Holder or the attorney of such Holder duly authorized in writing.
<p>(d) No service charge shall be made for any exchange or registration
of transfer of Notes, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
<p>(e) The Company shall not be required to exchange or register a transfer
of any Notes selected, called or being called for redemption except, in
the case of any Note to be redeemed in part, the portion thereof not to
be so redeemed.
<p>(f) If the principal amount and any applicable premium of part but not
all of a Global Note is paid, then upon surrender to the Trustee of such
Global Note, the Company shall execute, and the Trustee shall authenticate,
and make available for delivery, a Global Note in an authorized denomination
in aggregate principal amount equal to, and having the same terms and Original
Issue Date or Dates as, the unpaid portion of such Global Note.
<p><b>Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes.</b>
<p>(a) In case any temporary or definitive Note shall become mutilated
or be destroyed, lost or stolen, the Company in its discretion may execute,
and upon its request the Trustee shall authenticate and deliver, a new
Note of like form and principal amount and having the same terms and Original
Issue Date or Dates and bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Note, or in lieu of and
in substitution for the Note so destroyed, lost or stolen. In every case
the applicant for a substituted Note shall furnish to the Company, the
Trustee, any Authenticating Agent or Note registrar such security or indemnity
as may be required by them to save each of them harmless, and, in every
case of destruction, loss or theft of a Note, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction
of the destruction, loss or theft of such Note and of the ownership thereof.
<p>(b) The Trustee may authenticate any such substituted Note and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Note, the Company may require
the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith. In case any Note which has matured or is about to mature shall
become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substituted Note, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Note) if the
applicant for such payment shall furnish to the Company, the Trustee, any
Authenticating Agent or Note registrar such security or indemnity as may
be required by them to save each of them harmless and, in case of destruction,
loss or theft, evidence satisfactory to the Company and the Trustee of
the destruction, loss or theft of such Note and of the ownership thereof.
<p>(c) Every substituted Note issued pursuant to this Section 2.07 by virtue
of the fact that any Note is destroyed, lost or stolen shall constitute
an additional contractual obligation of the Company, whether or not such
destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder. All Notes shall be
held and owned upon the express condition that, to the extent permitted
by law, the foregoing provisions are exclusive with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes and shall preclude
any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement
or payment of negotiable instruments or other securities without their
surrender.
<p><b>Section 2.08. Temporary Notes.</b> Pending the preparation of definitive
Notes, the Company may execute and the Trustee shall authenticate and make
available for delivery, temporary Notes (printed, lithographed or otherwise
reproduced). Temporary Notes shall be issuable in any authorized denomination
and substantially in the form of the definitive Notes but with such omissions,
insertions and variations as may be appropriate for temporary Notes, all
as may be determined by the Company. Every such temporary Note shall be
authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with the same effect, as the definitive Notes. Without
unreasonable delay the Company will execute and register and will deliver
to the Trustee definitive Notes and thereupon any or all temporary Notes
may be surrendered in exchange therefor, at the Corporate Trust Office
of the Trustee, and the Trustee shall authenticate and deliver in exchange
for such temporary Notes an equal aggregate principal amount of definitive
Notes. Such exchange shall be made by the Company at its own expense and
without any charge therefor to the Noteholders. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits
under this Indenture as definitive Notes authenticated and made available
for delivery hereunder.
<p><b>Section 2.09. Cancellation of Notes Paid, etc.</b> All Notes surrendered
for the purpose of payment, redemption, exchange or registration of transfer
shall be surrendered to the Trustee for cancellation and promptly cancelled
by it and no Notes shall be issued in lieu thereof except as expressly
permitted by this Indenture. All Notes so cancelled shall be retained by
the Trustee. If the Company shall acquire any of the Notes, however, such
acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Notes unless and until the same are cancelled by the
Trustee.
<p><b>Section 2.10. Interest Rights Preserved.</b> Each Note delivered
under this Indenture upon transfer of or in exchange for or in lieu of
any other Note shall carry all the rights to unpaid Accrued Interest, and
interest to accrue, which were carried by such other Note, and each such
Note shall be so dated that neither gain nor loss of interest shall result
from such transfer, exchange or substitution.
<p><b>Section 2.11. Payment of Notes.</b> Unless otherwise specified in
the applicable Company Order, the principal of and any premium and Accrued
Interest on all Notes shall be payable in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts as follows:
<p>(a) On or before 10:00 a.m., New York City time, of the day on which
any payment of principal, Accrued Interest or premium is due on any Global
Note pursuant to the terms thereof, the Company shall deliver to the Trustee
immediately available funds sufficient to make such payment. On or before
10:30 a.m., New York City time or such other time as shall be agreed upon
between the Trustee and the Depositary, of the day on which such payment
is due, the Trustee shall deposit with the Depositary such funds by wire
transfer into the account specified by the Depositary. As a condition to
the payment at the Maturity of any part of the principal and any applicable
premium of any Global Note, the Depositary shall surrender, or cause to
be surrendered, such Global Note to the Trustee, whereupon a new Global
Note shall be issued to the Depositary pursuant to Section 3.03(d).
<p>(b) With respect to any Note that is not a Global Note, principal, any
premium and Accrued Interest due at the Maturity of such Note shall be
payable in immediately available funds when due upon presentation and surrender
of such Note at the Corporate Trust Office of the Trustee; <u>provided</u>
that this Note is presented to the Trustee in time for the Trustee to make
such payment in such funds in accordance with its normal procedures. Accrued
Interest on (and, in the case of Amortizing Notes, installments of principal
of) any Note that is not a Global Note (other than Accrued Interest or
such installments payable at Maturity) shall be paid by a clearinghouse
funds check mailed on the Interest Payment Date; <u>provided</u>, <u>however</u>,
that if any Holder of Notes, the aggregate principal amount of which equals
or exceeds $10,000,000, provides a written request to the Trustee on or
before the applicable Record Date for such Interest Payment Date, Accrued
Interest (and such installments of principal) shall be paid by wire transfer
of immediately available funds to a bank within the continental United
States or by direct deposit into the account of such Holder if such account
is maintained with the Trustee.
<p><b>Section 2.12.</b> <b>Notes Issuable in the Form of a Global Note.</b>
<p>(a) If the Company shall establish pursuant to Section 2.05 that particular
Notes are to be issued in whole or in part in the form of one or more Global
Notes, then the Company shall execute and the Trustee shall, in accordance
with Section 2.05 and the Company Order delivered to the Trustee thereunder,
authenticate and make available for delivery, such Global Note or Notes,
which (1) shall represent, shall be denominated in an amount equal to the
aggregate principal amount of, and shall have the same terms as, the outstanding
Notes to be represented by such Global Note or Notes, (2) shall be registered
in the name of the Depositary or its nominee, (3) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction
and (4) shall bear a legend substantially to the following effect: "This
Note is a Global Note registered in the name of the Depositary or a nominee
thereof and, unless and until it is exchanged in whole or in part for the
individual Notes represented hereby, this Global Note may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary."
<p>(b) Notwithstanding any other provision of Section 2.06 or of this Section
2.12, unless the terms of a Global Note expressly permit such Global Note
to be exchanged in whole or in part for individual Notes, a Global Note
may be transferred, in whole but not in part, only to a nominee of the
Depositary, or by a nominee of the Depositary to the Depositary, or to
a successor Depositary for such Global Note selected or approved by the
Company or to a nominee of such successor Depositary.
<p>(c) (1) If at any time the Depositary for a Global Note notifies the
Company that such Depositary is unwilling or unable to continue as Depositary
for such Global Note or if at any time the Depositary for a Global Note
shall no longer be registered as a clearing agency under the Securities
Exchange Act of 1934, as amended, or any successor statute or regulation,
the Company may appoint a successor Depositary with respect to such Global
Note. If (A) a successor Depositary for such Global Note is not appointed
by the Company within 90 days after the Company receives such notice or
becomes aware of such ineligibility, or (B) any Notes are represented by
a Global Note at a time when an Event of Default with respect to the Notes
shall have occurred and be continuing, then in each case the Company's
election pursuant to the applicable Company Order shall no longer be effective
with respect to such Global Note and the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery
of individual Notes of like tenor and terms in exchange for such Global
Note, shall authenticate and make available for delivery, individual Notes
of like tenor and terms in definitive form in an aggregate principal amount
equal to the principal amount of such Global Note in exchange for such
Global Note. The Trustee shall not be charged with knowledge of notice
of the ineligibility of a Depositary unless a responsible officer assigned
to and working in its corporate trust administration department shall have
actual knowledge thereof.
<p>(2) The Company may at any time and in its sole discretion determine
that one or more Notes issued or issuable in the form of one or more Global
Notes shall no longer be represented by such Global Note or Notes. In such
event the Company shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Notes of like tenor
and terms in exchange for such Global Note or Notes, shall authenticate
and make available for delivery, individual Notes of like tenor and terms
in definitive form in an aggregate principal amount equal to the principal
amount of such Global Note or Notes in exchange for such Global Note or
Notes.
<p>(3) If agreed upon by the Company and the Depositary with respect to
Notes issued in the form of a Global Note, the Depositary for such Global
Note shall surrender such Global Note in exchange in whole or in part for
individual Notes of like tenor and terms in definitive form on such terms
as are acceptable to the Company and such Depositary. Thereupon the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, without a service charge, (A) to each Person specified by the
Depositary, a new Note or Notes of like tenor and terms, and of any authorized
denominations as requested by such Person in aggregate principal amount
equal to and in exchange for the beneficial interest of such Person in
such Global Note; and (B) to such Depositary a new Global Note of like
tenor and terms and in a denomination equal to the difference, if any,
between the principal amount of the surrendered Global Note and the aggregate
principal amount of Notes delivered to Holders thereof.
<p>(4) In any exchange provided for in Section 2.12(c)(1),(2) or (3), the
Company will execute and the Trustee will authenticate and make available
for delivery, individual Notes in definitive registered form in authorized
denominations. Upon the exchange of a Global Note for individual Notes,
such Global Note shall be cancelled by the Trustee. Notes issued in exchange
for a Global Note pursuant to this Section 2.12 shall be registered in
such names and in such authorized denominations as the Depositary for such
Global Note, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Notes to the Depositary for delivery to the Persons in whose names such
Notes are so registered, or if the Depositary shall refuse or be unable
to deliver such Notes, the Trustee shall deliver such Notes to the Persons
in whose names such Notes are registered, unless otherwise agreed upon
by the Trustee and the Company.
<p>(d) Neither the Company, the Trustee or any Authenticating Agent will
have any responsibility or liability for any aspect of the records relating
to, or payments made on account of, beneficial ownership interests in a
Global Note or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
<p>(e) Pursuant to the provisions of this subsection, at the option of
the Trustee and upon thirty days' written notice to the Depositary, the
Depositary shall be required to surrender any two or more Global Notes
which have identical terms, including, without limitation, identical maturities,
interest rates and redemption provisions (but which may have differing
Original Issue Dates) to the Trustee, and the Company shall execute and
the Trustee shall authenticate and deliver to, or at the direction of,
the Depositary a Global Note in principal amount equal to the aggregate
principal amount of, and with all terms identical to, the Global Notes
so surrendered to the Trustee, and such new Global Note shall indicate
each applicable Original Issue Date and the principal amount applicable
to each such Original Issue Date. The exchange contemplated in this subsection
shall be consummated at least 30 days prior to any Interest Payment Date
applicable to any of the Global Notes so surrendered to the Trustee. Upon
any exchange of any Global Note with two or more Original Issue Dates,
whether pursuant to this Section or pursuant to Section 2.06 or Section
3.03, the aggregate principal amount of the Notes with a particular Original
Issue Date shall be the same before and after such exchange, giving effect
to any retirement of Notes and the Original Issue Dates applicable to such
Notes occurring in connection with such exchange.
<p><b>Section 2.13. CUSIP Numbers.</b> The Company in issuing Notes may
use CUSIP numbers (if then generally in use), and, if so, the Trustee shall
use CUSIP numbers in notices of redemption as a convenience to Noteholders;
<u>provided</u>
that any such notice may state that no representation is made as to the
correctness of such CUSIP numbers either as printed on the Notes or as
contained in any notice of redemption and that reliance may be placed only
on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers.
<center>
<p><b>ARTICLE THREE</b>
<br><b>REDEMPTION OF NOTES; REPAYMENT PRIOR TO STATED MATURITY</b></center>

<p><b>Section 3.01. Applicability of Redemption Provisions.</b> Unless
otherwise specified in the applicable Company Order, the Notes will not
be subject to any sinking fund. If a Company Order specifies an Initial
Redemption Date for a Note, the Company shall have an option to redeem
such Note prior to its Stated Maturity on the date or dates and at the
prices specified in such Company Order, all as provided for in Sections
3.02 and 3.03.
<p><b>Section 3.02. Notice of Redemption; Selection of Notes.</b>
<p>(a) The election of the Company to redeem any Notes shall be evidenced
by a Board Resolution which shall be given with notice of such redemption
to the Trustee at least ten Business Days prior to the giving of the notice
of redemption to Holders of such Notes. The selection of Notes or portions
thereof to be redeemed prior to their Stated Maturity shall be in the sole
discretion of the Company; <u>provided</u> that the Company shall give
notice thereof to the Trustee in accordance with Section 3.02(b). Each
Note which by its terms is redeemable prior to its Stated Maturity may
be redeemed by the Company in whole or in part without also redeeming any
other Note which is redeemable prior to its Stated Maturity.
<p>(b) Notice of redemption to each Holder of Notes to be redeemed as a
whole or in part shall be given by the Company (or, at the Company's request,
by the Trustee in the name and at the expense of the Company) in the manner
provided in Section 15.10 at least 30 but not more than 60 calendar days
prior to the Redemption Date. Any notice which is given in the manner herein
provided shall be conclusively presumed to have been duly given, whether
or not the Noteholder receives the notice. In any case, failure duly to
give such notice, or any defect in such notice, to the Holder of any Note
designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Note.
<p>(c) Each such notice shall specify the Redemption Date, the places of
redemption and the redemption price at which such Notes are to be redeemed,
and shall state that payment of the redemption price of such Notes or portion
thereof to be redeemed will be made on surrender of such Notes at such
places of redemption, that Accrued Interest to the Redemption Date will
be paid as specified in such notice and that from and after such date interest
thereon will cease to accrue. If less than all the Notes having the same
terms are to be redeemed, the notice shall specify the particular Notes
or portions thereof to be redeemed. In case any Note is to be redeemed
in part only, the notice which relates to such Note shall state the portion
of the principal amount thereof to be redeemed, and shall state that, upon
surrender of such Note, a new Note or Notes having the same terms in aggregate
principal amount equal to the unredeemed portion thereof will be issued.
<p>(d) If at the time of the mailing of any notice of redemption the Company
shall not have irrevocably directed the Trustee to apply funds deposited
with the Trustee or held by it and available to be used for the redemption
of Notes to redeem all the Notes called for redemption, such notice may
state that it is subject to the receipt of the redemption moneys by the
Trustee before the Redemption Date and that such notice shall be of no
effect unless such moneys are so received before such date.
<p><b>Section 3.03. Payment of Notes on Redemption; Deposit of Redemption
Price.</b>
<p>(a) If notice of redemption shall have been given as provided in Section
3.02, such Notes or portions of Notes called for redemption shall become
due and payable on the date and at the places stated in such notice at
the applicable redemption price, together with Accrued Interest to the
Redemption Date of such Notes, and on and after the Redemption Date; <u>provided</u>
that the Company shall have deposited with the Trustee on or prior to the
Redemption Date funds in an amount sufficient to pay the redemption price
together with Accrued Interest to the Redemption Date of such Notes. Interest
on the Notes or portions thereof so called for redemption shall cease to
accrue and such Notes or portions thereof shall be deemed not to be entitled
to any benefit under this Indenture except to receive payment of the redemption
price together with Accrued Interest to the Redemption Date of such Notes;
<u>provided</u>,
<u>however</u>,
that any payments due with respect to such Note prior to the Redemption
Date shall be payable to the Holders of record of such Notes at the close
of business on the relevant Record Date specified in the applicable Company
Order. On presentation and surrender of such Notes at such a place of payment
in such notice specified, such Notes or the specified portions thereof
shall be paid and redeemed at the applicable Redemption Price.
<p>(b) The Company shall not mail any notice of redemption of Notes during
the continuance of any Event of Default, except that (1) where notice of
redemption of any Notes has theretofore been mailed, the Company shall
redeem such Notes;
<u>provided</u> that funds have theretofore been deposited
for such purpose, and (2) notices of redemption of all outstanding Notes
may be given during the continuance of an Event of Default.
<p>(c) If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal of and any premium on such Note,
shall until paid bear interest from the date fixed for redemption at the
rate borne by such Note.
<p>(d) Upon surrender of any Note redeemed in part only, the Company shall
execute and register, and the Trustee shall authenticate and make available
for delivery, a new Note or Notes of authorized denominations in aggregate
principal amount equal to, and having the same terms and Original Issue
Date or Dates as, the unredeemed portion of the Note so surrendered.
<p><b>Section 3.04.</b> <b>Repayment at the</b> <b>Option of the Holder</b>.
<p>(a) Unless otherwise specified in the applicable Company Order, Notes
shall not be repayable prior to Stated Maturity at the option of the Holder.
If so specified, a Note shall be repayable at the option of the Holder,
in whole or in part, on a date or dates prior to Stated Maturity and at
a price or prices specified in the applicable Company Order, plus accrued
and unpaid interest to but excluding the date of repayment.
<p>(b) In order for a Note that is repayable at the option of the Holder
to be repaid prior to Stated Maturity, such Holder shall deliver or cause
to be delivered to the Trustee at least 30 but not more than 45 calendar
days prior to the repayment date: (i) the Note with the form entitled "Option
to Elect Repayment" on the reverse of the Note duly completed, or (ii)
a telegram, telex, facsimile transmission, hand delivery or letter (first
class, postage prepaid) from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States setting forth the name of the
Holder of the Note, the principal amount of the Note, the principal amount
of the Note to be repaid, the certificate number or a description of the
tenor and terms of the Note, a statement that the option to elect repayment
is being exercised thereby and a guarantee that the Note to be repaid with
the form entitled "Option to Elect Repayment" on the reverse of the Note
duly completed shall be received by the Trustee not later than five Business
Days after the date of such telegram, telex, facsimile transmission, hand
delivery or letter, if such Note and form duly completed are received by
the Trustee by such fifth Business Day.
<p>(c) Exercise of the repayment option by the Holder of a Note shall be
irrevocable, except that a Holder who has tendered a Note for repayment
may revoke such tender for repayment by written notice to the Trustee received
prior to 5:00 P.M., New York City time, on the tenth calendar day prior
to the repayment date.
<p>(d) Unless otherwise specified in the applicable Company Order, the
repayment option may be exercised by the Holder of a Note for less than
the entire principal amount of the Note; <u>provided</u> that the principal
amount of the Note remaining outstanding after such repayment is an authorized
denomination. Upon such partial repayment such Note will be cancelled and
a new Note or Notes for the remaining principal amount thereof shall be
issued in the name of the Holder thereof.
<p>(e) While any Note is represented by one or more Global Notes, any such
option for repayment may be exercised by the applicable participant in
the Depositary that has an account for Notes with the Depositary, on behalf
of the beneficial owners of the Note represented by such Global Note or
Notes, by delivering a written notice substantially similar to the above-mentioned
form duly completed to the Trustee at its Corporate Trust Office (or such
other address of which the Company shall from time to time notify the Holders),
at least 30 but not more than 60 calendar days prior to the date of repayment.
Notices of election from such participants on behalf of beneficial owners
of the Global Note or Notes representing such Notes to exercise their option
to have such Notes repaid shall be received by the Trustee by 5:00 P.M.,
New York City time, on the last day for giving such notice. All notices
shall be executed by a duly authorized officer of such participant (with
signatures guaranteed) and shall be irrevocable. In addition, beneficial
owners of the Global Note or Notes representing Notes shall effect delivery
to the Depositary at the time such notices of election are given by causing
the applicable participant to transfer such beneficial owner's interest
in the Global Note or Notes representing such Notes, on the Depositary's
records, to the Trustee.
<p><b>Section 3.05. Extension.</b>
<p>(a) If a Company Order specifies an Extension Period or Periods for
a Note, the Company shall have an option to extend the Stated Maturity
of such Note for one or more Extension Periods specified in such Company
Order, but not beyond the Final Maturity Date specified therein. The Company
may exercise such option by notifying the Trustee of such exercise at least
45 but not more than 60 calendar days prior to the Pre-Exercise Stated
Maturity Date of such Note, and after receipt of such notification, the
Trustee shall send not later than 40 calendar days prior to such Pre-Exercise
Stated Maturity Date an Extension Notice to the Holder of such Note.
<p>(b) Upon the sending by the Trustee of an Extension Notice to the Holder
of a Note, the Stated Maturity of such Note will be extended automatically,
and, except as modified by the Extension Notice and, subject to Section
3.05(c) and (d), such Note will have the same terms as prior to the sending
of such Extension Notice.
<p>(c) Notwithstanding Sections 3.05(a) and (b), not later than 20 calendar
days prior to the Pre-Exercise Stated Maturity Date, the Company may, at
its option, revoke the interest rate, in the case of a Fixed Rate Note,
or the Spread and/or Spread Multiplier, in the case of a Floating Rate
Note, provided for in the Extension Notice and establish a higher interest
rate, in the case of a Fixed Rate Note, or a Spread and/or Spread Multiplier
resulting in a higher interest rate, in the case of a Floating Rate Note,
for the Extension Period by causing the Trustee to send by telegram, telex,
facsimile transmission, hand delivery or letter (first class, postage prepaid)
notice of such higher interest rate or Spread and/or Spread Multiplier
resulting in a higher interest rate, as the case may be, to the Holder
of such Note, and such notice will be irrevocable. All Notes with respect
to which the Stated Maturity is extended will bear such higher interest
rate, in the case of a Fixed Rate Note, or Spread and/or Spread Multiplier
resulting in a higher interest rate, in the case of a Floating Rate Note,
for the Extension Period, whether or not tendered for repayment as provided
in Section 3.05(d).
<p>(d) If the Company extends the Stated Maturity of a Note (including,
if such Stated Maturity has previously been extended, the Stated Maturity
as previously extended), the Holder of such Note shall have the option
to elect repayment of such Note, in whole but not in part, by the Company
on the Pre-Exercise Stated Maturity Date (including, if such Stated Maturity
has previously been extended, the last day of the then current Extension
Period), at a price equal to the principal amount thereof plus accrued
and unpaid interest to but excluding such date. In order for a Note to
be so repaid on the Pre-Exercise Stated Maturity Date, the Holder thereof
must follow the procedures set forth in Section 3.04 for optional repayment,
except that the period for delivery of such Note or notification to the
Trustee will be at least 25 but not more than 35 calendar days prior to
the Pre-Exercise Stated Maturity Date. A Holder who has tendered a Note
for repayment following receipt of an Extension Notice may revoke such
tender for repayment by written notice to the Trustee received prior to
5:00 P.M., New York City time, on the tenth calendar day prior to the Pre-Exercise
Stated Maturity Date.
<p><b>Section 3.06</b>. <b>Reset Notes.</b>
<p>(a) If a Company Order specifies Optional Interest Reset Dates for a
Note, the Company shall have an option to reset the interest rate of a
Fixed Rate Note or the Spread and/or Spread Multiplier of a Floating Rate
Note, subject to any formula for such resetting specified in such Company
Order. The Company may exercise such option by notifying the Trustee of
such exercise at least 45 but not more than 60 calendar days prior to an
Optional Interest Reset Date for such Note. If the Company so notifies
the Trustee of such exercise, the Trustee shall send not later than 40
calendar days prior to such Optional Interest Reset Date, by telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) to the Holder of such Note, a Reset Notice, including the date
or dates on which or the period or periods during which and the price or
prices at which redemption of such Note may occur during the Subsequent
Interest Period commencing on such Optional Interest Reset Date.
<p>(b) Notwithstanding Section 3.06(a), not later than 20 calendar days
prior to an Optional Interest Reset Date for a Note, the Company may, at
its option, revoke the interest rate, in the case of a Fixed Rate Note,
or the Spread and/or Spread Multiplier, in the case of a Floating Rate
Note, provided for in a Reset Notice and establish a higher interest rate,
in the case of a Fixed Rate Note, or a Spread and/or Spread Multiplier
resulting in a higher interest rate, in the case of a Floating Rate Note,
for the Subsequent Interest Period commencing on such Optional Interest
Reset Date by causing the Trustee to send by telegram, telex, facsimile
transmission, hand delivery or letter (first class, postage prepaid) notice
of such higher interest rate or Spread and/or Spread Multiplier resulting
in a higher interest rate, as the case may be, to the Holder of such Note,
and such notice will be irrevocable. All Notes with respect to which the
interest rate or Spread and/or Spread Multiplier is reset on an Optional
Interest Reset Date to a higher interest rate or Spread and/or Spread Multiplier
resulting in a higher interest rate will bear such higher interest rate,
in the case of a Fixed Rate Note, or Spread and/or Spread Multiplier resulting
in a higher interest rate, in the case of a Floating Rate Note, whether
or not tendered for repayment as provided in Section 3.06(c).
<p>(c) If the Company elects prior to an Optional Interest Reset Date to
reset the interest rate or the Spread and/or Spread Multiplier of a Note,
the Holder of such Note shall have the option to elect repayment of such
Note, in whole but not in part, by the Company on such Optional Interest
Reset Date at a price equal to the principal amount thereof plus accrued
and unpaid interest to but excluding such Optional Interest Reset Date.
In order for a Note to be so repaid on an Optional Interest Reset Date,
the Holder thereof must follow the procedures set forth in Section 3.04,
except that the period for delivery of such Note or notification to the
Trustee will be at least 25 but not more than 35 calendar days prior to
such Optional Interest Reset Date. A Holder who has tendered a Note for
repayment following receipt of a Reset Notice may revoke such tender for
repayment by written notice to the Trustee received prior to 5:00 P.M.,
New York City time, on the tenth calendar day prior to such Optional Interest
Reset Date.
<center>
<p><b>ARTICLE FOUR</b>
<br><b>FIRST MORTGAGE BONDS</b></center>

<p><b>Section 4.01. Issuance Restrictions.</b> So long as any Notes are
outstanding, the Company will not (a) issue additional First Mortgage Bonds
except to replace any mutilated, lost, destroyed or stolen First Mortgage
Bonds or to effect exchanges and transfers of First Mortgage Bonds or (b)
subject to the lien of the Bond Indenture any property which is excepted
and excluded from the Bond Indenture and the lien and operation thereof
by the terms of the Bond Indenture, unless (i) concurrently with the issuance
of such First Mortgage Bonds or subjection of any such property to such
lien, the Company issues, and the trustee under the Bond Indenture authenticates
and delivers to the Trustee, a First Mortgage Bond or Bonds in an aggregate
principal amount equal to the aggregate principal amount of the Notes then
outstanding, and (ii) concurrently with and as a condition precedent to
the issuance of any Notes thereafter, the Company issues, and the trustee
under the Bond Indenture authenticates and delivers to the Trustee, a First
Mortgage Bond or Bonds in an aggregate principal amount equal to the aggregate
principal amount of the Notes to be issued, and in each such case such
First Mortgage Bonds shall have the same Stated Maturity, bear interest
at the same rates, have redemption and other terms and provisions which
are the same as, the Notes then outstanding or to be issued, as the case
may be.
<p><b>Section 4.02. First Mortgage Bonds held by the Trustee.</b> First
Mortgage Bonds delivered to the Trustee pursuant to Section 4.01 shall
be fully registered in the name of the Trustee, which shall hold such First
Mortgage Bonds in trust for the benefit of the Holders from time to time
of the Notes, to provide the security of the First Mortgage Bonds for (a)
the full and prompt payment of the principal of each Note when and as the
same shall become due in accordance with the terms and provisions of this
Indenture, either at the Stated Maturity thereof, upon acceleration of
the maturity thereof or upon call for redemption, and (b) the full and
prompt payment of any premium and interest on each Note when and as the
same shall become due in accordance with the terms and provisions of this
Indenture.
<p><b>Section 4.03. Trustee to Exercise Rights of First Mortgage Bondholder.</b>
As a holder of First Mortgage Bonds, the Trustee shall have and exercise
all of the rights of a holder of First Mortgage Bonds possessed under the
Bond Indenture.
<p><b>Section 4.04. No Transfer of First Mortgage Bonds; Exception.</b>
Except as required to effect an assignment to a successor trustee under
this Indenture, the Trustee shall not sell, assign or transfer any First
Mortgage Bonds held by it pursuant to this Indenture and the Company shall
issue stop transfer instructions to the trustee and any transfer agents
under the Bond Indenture to effect compliance with this Section 4.04.
<p><b>Section 4.05. Release of First Mortgage Bonds.</b> When (a) all of
the principal of and any premium and interest on all Notes shall have been
paid or provision therefor duly made in accordance with this Indenture,
or (b) all Notes shall have been delivered to the Trustee for cancellation
by or on behalf of the Company, or (c) no Note is any longer outstanding
under this Indenture and all conditions in Article Five have been satisfied,
the Trustee shall upon request of the Company, within five Business Days
thereafter, deliver to the Company without charge all First Mortgage Bonds
held by the Trustee under this Indenture, together with such appropriate
instruments of release as may be required; the First Mortgage Bonds so
acquired by the Company shall be delivered for cancellation to the trustee
under the Bond Indenture.
<p><b>Section 4.06. Voting of First Mortgage Bonds.</b>
<p>(a) The Trustee, as a holder of First Mortgage Bonds, shall attend meetings
of Bondholders under the Bond Indenture and either at such meeting, or
otherwise when the consent of such Bondholders is sought without a meeting,
the Trustee shall vote the outstanding principal amount of such First Mortgage
Bonds, or shall consent with respect thereto, proportionally with respect
to the holders all other First Mortgage Bonds then outstanding under the
Bond Indenture and eligible to vote or consent.
<p>(b) Notwithstanding Section 4.06(a), the Trustee shall not vote any
portion of the outstanding principal amount of the First Mortgage Bonds
held by it hereunder in favor of, or give its consent to, any action which,
in the opinion of the Trustee, would materially adversely affect the interests
of the Noteholders, except with the appropriate consent of the Noteholders.
<p><b>Section 4.07.</b> <b>Discharge of Bond Indenture.</b> The Trustee
shall surrender for cancellation to the trustee under the Bond Indenture
all First Mortgage Bonds then held by the Trustee and issued under the
Bond Indenture upon receipt by the Trustee of:
<p>(a) an Officers' Certificate requesting such surrender for cancellation
of such First Mortgage Bonds, and to the effect that no First Mortgage
Bonds are outstanding under the Bond Indenture other than First Mortgage
Bonds held by the Trustee hereunder and that promptly upon such surrender
the Bond Indenture will be satisfied and discharged pursuant to the terms
thereof; and
<p>(b) an Opinion of Counsel to the effect that upon satisfaction and discharge
of the Bond Indenture the property formerly subject to the lien of the
Bond Indenture will be subject to no lien except Permitted Encumbrances.
<center>
<p><b>ARTICLE FIVE</b>
<br><b>SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS</b></center>

<p><b>Section 5.01. Satisfaction and Discharge.</b> This Indenture shall,
upon the request of the Company set forth in an Officers' Certificate,
cease to be of further effect and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture, when
<p>(1) either
<p>(A) all Notes theretofore authenticated and delivered (other than (i)
Notes which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 2.07, (ii) Notes for which payment money
has theretofore been deposited with or paid to the Trustee and thereafter
repaid to the Company or discharged from such trust, as provided in Section
5.03) have been delivered to the Trustee for cancellation; or
<p>(B) all such Notes not theretofore delivered to the Trustee for cancellation,
<p>(i) have become due and payable, or
<p>(ii) will become due and payable at their Stated Maturity within one
year, or
<p>(iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice by the Trustee in
the name, and at the expense, of the Company,
<p>and the Company, in the case of (i), (ii) or (iii) of this subclause
(B), has irrevocably deposited or caused to be deposited with the Trustee
as trust funds in trust for such purpose an amount in United States dollars,
U.S. Government Obligations maturing as to principal and interest in such
amounts and at such times as will ensure the availability of United States
dollars, or a combination of United States dollars and U.S. Government
Obligations, sufficient to pay and discharge the entire indebtedness on
such Notes for principal (and premium, if any) and interest to the date
of such deposit (in the case of Notes which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be; <u>provided</u>,
<u>however</u>,
in the event a petition for relief under the federal bankruptcy laws, as
now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, is filed with respect to the
Company within 91 days after the deposit and the Trustee is required to
return the deposited money to the Company, the obligations of the Company
under this Indenture with respect to such Notes shall not be deemed terminated
or discharged;
<p>(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company;
<p>(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture
with respect to such Notes have been complied with; and
<p>(4) the Company has delivered to the Trustee an Opinion of Counsel or
a ruling by the Internal Revenue Service to the effect that Holders of
the Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and discharge.
<p>Notwithstanding the satisfaction and discharge of this Indenture,
<p>this Indenture shall continue in effect as to (i) rights of registration
of transfer and exchange of Notes, (ii) substitution of apparently mutilated,
defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and any premium and interest thereon,
upon the original stated due dates therefor (but not upon acceleration
of maturity), (iv) the rights, obligations and immunities of the Trustee
hereunder and (v) the rights of the Holders of Notes as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all
or any of them), and the Trustee, on demand of the Company accompanied
by an Officers' Certificate and an Opinion of Counsel and at the cost and
expense of the Company, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture. Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 9.07 shall survive.
<p><b>Section 5.02. Deposited Moneys to Be Held in Trust by Trustee</b>.
Subject to Section 5.03, all moneys and U.S. Government Obligations deposited
with the Trustee pursuant to Section 5.01 shall be held in trust and applied
by it to the payment, either directly or through any paying agent (including
the Company if acting as its own paying agent), to the Holders of the particular
Notes for the payment or redemption of which such moneys and U.S. Government
Obligations have been deposited with the Trustee, of all sums due and to
become due thereon for principal and premium, if any, and interest.
<p><b>Section 5.03. Return of Unclaimed Moneys</b>. Any moneys deposited
with or paid to the Trustee for payment of the principal of or any premium
or interest on any Notes and not applied but remaining unclaimed by the
Holders of such Notes for two years after the date upon which the principal
of or any premium or interest on such Notes, as the case may be, shall
have become due and payable, shall be repaid to the Company by the Trustee
on written demand and all liability of the Trustee shall thereupon cease;
and any Holder of any of such Notes shall thereafter look only to the Company
for any payment which such Holder may be entitled to collect; <u>provided</u>,
<u>however</u>,
that the Trustee before being required to make any such repayment, may
at the expense of the Company cause to be mailed to such Holder notice
that such money remains unclaimed and that, after a date specified therein
which shall not be less than 30 days from the date of such mailing, any
unclaimed balance of such money then remaining will be repaid to the Company.
<p><b>Section 5.04. Reinstatement</b>. If the Trustee is unable to apply
any money or U.S. Government Obligations in accordance with Section 5.01
by reason of any legal proceeding or any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture with respect
to the Notes to which such money or U.S. Government Obligations were to
have been applied shall be revived and reinstated as though no deposit
had occurred pursuant to Section 5.01 until such time as the Trustee is
permitted to apply such money or U.S. Government Obligations in accordance
with Section 5.01; <u>provided</u>, <u>however</u>, that if the Company
has made any payment of principal of or any premium or interest on any
Notes because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or U.S. Government Obligations held by the Trustee.
<center>
<p><b>ARTICLE SIX</b>
<br><b>PARTICULAR COVENANTS OF THE COMPANY</b></center>

<p><b>Section 6.01</b>. <b>Payment of Principal, Premium and Interest</b>.
The Company covenants and agrees for the benefit of the Holders of the
Notes that it will duly and punctually pay or cause to be paid the principal
of and any premium and interest on each of the Notes at the places, at
the respective times and in the manner provided in such Notes.
<p><b>Section 6.02</b>. <b>Office for Notices and Payments, etc.</b> So
long as any of the Notes remain outstanding, the Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency
where the Notes may be presented for registration of transfer and for exchange
as in this Indenture provided, and where, at any time when the Company
is obligated to make a payment upon Notes (other than a payment as to which
it is permitted to make such payment by check), the Notes may be presented
for payment, and shall maintain at any such office or agency and at its
principal office an office or agency where notices and demands to or upon
the Company in respect of the Notes or of this Indenture may be served;
<u>provided</u>
that the Company may maintain at its principal executive offices, one or
more other offices or agencies for any or all of the foregoing purposes;
the Company hereby appoints the Trustee as agent of the Company for the
foregoing purposes. The Company will give to the Trustee written notice
of the location of each such office or agency and of any change of location
thereof. In case the Company shall fail to maintain any such office or
agency or shall fail to give such notice of the location or of any change
in the location thereof, presentations may be made and notices and demands
may be served at the Corporate Trust Office of the Trustee.
<p><b>Section 6.03. Appointments to Fill Vacancies in Trustee's Office</b>.
The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 9.11, a Trustee,
so that there shall at all times be a Trustee hereunder.
<p><b>Section 6.04. Annual Statement and Notice</b>.
<p>(a) The Company will deliver to the Trustee within 120 days after the
end of each fiscal year of the Company, beginning with the fiscal year
ending December 31, 1998, an Officers' Certificate which complies with
TIA Section 314(a)(4) stating that in the course of the performance by
the signers of their duties as officers of the Company they would obtain
knowledge of any default by the Company in the performance of any covenant
contained in this Indenture or an Event of Default stating whether they
have obtained knowledge of any such default or such Event of Default, and,
if so, specifying each such default or such Event of Default of which the
signers have knowledge, and the nature and status thereof.
<p>(b) The Company shall give to the Trustee written notice of the occurrence
of an Event of Default within five days after the Company becomes aware
of such occurrence.
<p><b>Section 6.05. Corporate Existence. </b>Subject to Article Twelve,
the Company will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, rights (charter
and statutory) and franchises; <u>provided</u> <u>however</u>, that the
Company shall not be required to preserve any such right or franchise if
the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company.
<p><b>Section 6.06. Limitation Upon Mortgages and Liens.</b> The Company
will not at any time directly or indirectly create or assume and will not
cause or permit a Subsidiary directly or indirectly to create or assume,
except in favor of the Company or a Wholly-Owned Subsidiary, any mortgage,
pledge or other lien or encumbrance upon any Principal Facility or any
interest it may have therein or upon any stock of any Regulated Subsidiary
or any indebtedness of any Subsidiary to the Company or any other Subsidiary,
whether now owned or hereafter acquired, without making effective provision
(and the Company covenants that in such case it will make or cause to be
made, effective provision) whereby the outstanding Notes and any other
indebtedness of the Company then entitled thereto shall be secured by such
mortgage, pledge, lien or encumbrance equally and ratably with any and
all other obligations and indebtedness thereby secured, so long as any
such other obligations and indebtedness shall be so secured;
<u>provided</u>,
<u>however</u>,
that the foregoing covenant shall not be applicable to the lien of the
Bond Indenture or Permitted Encumbrances.
<p><b>Section 6.07. Waiver of Certain Covenants.</b> The Company may omit
in any particular instance to comply with any term, provision or condition
set forth in Article Four or Section 6.06 (and if so specified, any other
covenant not set forth herein and specified pursuant to Section 2.05 to
be applicable to any Notes, except as otherwise provided pursuant to Section
2.05), if before the time for such compliance the Holders of at least a
majority in aggregate principal amount of the Notes then outstanding shall
either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no waiver shall extend to or
affect such term, provision or condition except to the extent expressly
so 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.
<center>
<p><b>ARTICLE SEVEN</b>
<br><b>NOTEHOLDER LISTS AND REPORTS BY THE COMPANY</b>
<br><b>AND THE TRUSTEE</b></center>

<p><b>Section 7.01. Noteholder Lists</b>. The Company will, so long as
any Notes are outstanding under this Indenture, furnish or cause to be
furnished to the Trustee within 15 days prior to each Interest Payment
Date on Notes then outstanding, and at such other times as the Trustee
may request in writing, the information required by TIA Section 312(a),
which the Trustee shall preserve as required by TIA Section 312(a). The
Trustee shall also comply with TIA Section 312(b), but the Trustee, the
Company and each Person acting on behalf of the Trustee or the Company
shall have the protection of TIA Section 312(c).
<p><b>Section 7.02. Securities and Exchange Commission Reports</b>. The
Company shall (a) file with the Trustee, within 15 days after the Company
is required to file the same with the Securities and Exchange Commission,
copies of the reports, information and documents (or portions thereof)
required to be so filed pursuant to TIA Section 314(a), and (b) comply
with the other provisions of TIA Section 314(a).
<p><b>Section 7.03. Reports by the Trustee.</b> The Trustee shall (a) transmit
within 60 days after May 15 in each year, beginning with the year 1999,
to the Noteholders specified in TIA Section 3.13(c) and to the Securities
and Exchange Commission, a brief report dated as of such May 15 and complying
with the requirements of TIA Section 313(a), but no report shall be required
if no event described in TIA Section 313(a) shall have occurred within
the previous twelve months ending on such date. The Trustee shall also
comply with the other provisions of TIA Section 313(b)(2).
<center>
<p><b>ARTICLE EIGHT</b>
<br><b>REMEDIES OF THE TRUSTEE AND NOTEHOLDERS</b>
<br><b>ON EVENT OF DEFAULT</b></center>

<p><b>Section 8.01. Events of Default.</b> "Event of Default" wherever
used herein with respect to any Notes means any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law, pursuant to
any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):
<p>(1) default in the payment of any interest upon any Note when it becomes
due and payable, and continuance of such default for a period of 30 days;
or
<p>(2) default in the payment of the principal of (and premium, if any,
on) any Note at its Maturity; or
<p>(3) default in the performance or breach of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section 8.01
specifically dealt with), and continuance of such default or breach for
a period of 60 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 25% in aggregate principal amount of the Notes
then outstanding, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or
<p>(4) default (i) in the payment of any principal of or interest on any
Indebtedness of the Company or any Subsidiary of the Company (other than
Notes), aggregating more than $10,000,000 in principal amount, when due
after giving effect to any applicable grace period or (ii) in the performance
of any other term or provision of any Indebtedness of the Company or any
Subsidiary of the Company (other than Notes) in excess of $10,000,000 principal
amount that results in such Indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise become due and
payable, and such acceleration shall not have been rescinded or annulled,
or such Indebtedness shall not have been discharged, within a period of
15 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 25% in aggregate principal amount of the Notes then outstanding,
a written notice specifying such default or defaults and stating that such
notice is a "Notice of Default" hereunder; or
<p>(5) the entry against the Company or any Subsidiary of the Company of
one or more judgments, decrees or orders by a court having jurisdiction
in the premises from which no appeal may be or is taken for the payment
of money, either individually or in the aggregate, in excess of $10,000,000,
and the continuance of such judgment, decree or order unsatisfied and in
effect for any period of 45 consecutive days after the amount thereof is
due without a stay of execution and 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 25% in aggregate principal amount
of the Notes then outstanding, a written notice specifying such entry and
continuance of such judgment, decree or order and stating that such notice
is a "Notice of Default" hereunder; or
<p>(6) the entry of a decree or order for relief in respect of the Company
by a court having jurisdiction in the premises in an involuntary case under
the federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law,
or a decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
federal or state law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Company or of
any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days; or
<p>(7) the commencement by the Company of a voluntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law, or the consent
by it to the entry of an order for relief in an involuntary case under
any such law or to the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other 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 its creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking
of corporate action by the Company in furtherance of any such action; or
<p>(8) any other Event of Default provided with respect to the particular
Note specified in the applicable Company Order.
<p><b>Section 8.02. Acceleration of Maturity; Rescission and Annulment</b>.
If an Event of Default with respect to the Notes then outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Notes then outstanding
may declare the principal amount of all the Notes to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount
shall become immediately due and payable. Upon payment of such amount in
United States dollars, all obligations of the Company in respect of the
payment of principal of the Notes shall terminate.
<p>At the time after such a declaration of acceleration with respect to
the Notes has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in aggregate principal amount of the
Notes then outstanding, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if
<p>(1) the Company has paid or deposited with the Trustee a sum in United
States dollars sufficient to pay
<p>(A) all overdue installments of interest on all Notes,
<p>(B) the principal of (and premium, if any, on) any Notes which have
become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such Notes,
<p>(C) to the extent that payment of such interest is lawful, interest
upon overdue installments of interest on each Note at the rate borne by
such Note, and
<p>(D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel;
<p>and
<p>(2) All Events of Default with respect to the Notes, other than the
nonpayment of the principal of Notes which has become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
8.11.
<p>No such rescission and waiver shall affect any subsequent default or
impair any right consequent thereon.
<p><b>Section 8.03. Collection and Suits for Enforcement by Trustee.</b>
The Company covenants that if
<p>(1) default is made in the payment of any installment of interest on
any Note when such interest becomes due and payable and such default continues
for a period of 30 days, or
<p>(2) default is made in the payment of principal of (or premium, if any,
on) any Notes as and when the name shall have become due and payable,
<p>the Company shall, upon demand of the Trustee, pay to it, for the benefit
of the Holders of such Notes, the amount then due and payable on such Notes
for principal (and premium, if any) and interest, if any, and, to the extent
that payment of such interest shall be legally enforceable, interest upon
the overdue principal (and premium, if any) and upon overdue installments
of interest at the rate borne by the Notes; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.
<p>If the Company fails to pay such amount 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,
and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor under such Notes,
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 Notes wherever situated.
<p>If an Event of Default with respect to any Notes occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of the Notes 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.
<p><b>Section 8.04. Trustee May File Proofs of Claim. </b>In the case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceedings, or any voluntary or involuntary case under the federal bankruptcy
laws, as now or hereafter constituted, relative to the Company or any other
obligor upon the Notes or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of such Notes shall then be due and payable as therein expressed or by
declaration of acceleration 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,
<p>(i) to file and prove a claim for the whole amount of principal (or,
if any Notes are Original Issue Discount Securities, the Amortized Face
Amount thereof or such other portion of the principal amount as may be
due and payable with respect to such Original Issue Discount Notes pursuant
to a declaration in accordance with Section 8.02) (and premium, if any)
and interest owning and unpaid in respect of the Notes and to file such
other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the Holders of such Notes allowed in such judicial proceeding, and
<p>(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;
<p>and any receiver, assignee, trustee, custodian, liquidator, sequestrator
(or other similar official) in any such proceeding is hereby authorized
by each such 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 such Holders, to pay to the Trustee and amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section
9.06.
<p>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 Notes 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.
<p><b>Section 8.05. Trustee May Enforce Claims Without Possession of Notes.
</b>All
rights of action and claims under this Indenture or the Notes may be prosecuted
and enforced by the Trustee without the possession of any of such Notes
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 compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Notes in respect of which such judgment has
been recovered.
<p><b>Section 8.06. Application of Moneys Collected by Trustee</b>. Any
moneys collected by the Trustee with respect to any of the Notes shall
be applied in the order following, at the date or dates fixed by the Trustee
for the distribution of such moneys, upon presentation of the several Notes,
and stamping thereon the payment, if only partially paid, and upon surrender
thereof if fully paid:
<p>FIRST: To the payment of all amounts due to the Trustee pursuant to
Section 9.07;
<p>SECOND: In case the principal of the Notes then outstanding in respect
of which such moneys have been collected shall not have become due and
be unpaid, to the payment of interest on the Notes, in the order of the
maturity of the installments of such interest, with interest (to the extent
allowed by law and to the extent that such interest has been collected
by the Trustee) upon the overdue installments of interest at the rate borne
by the Notes, such payments to be made ratably to the persons entitled
thereto;
<p>THIRD: In case the principal of the Notes then outstanding in respect
of which such moneys have been collected shall have become due, by declaration
or otherwise, to the payment of the whole amount then owing and unpaid
upon the Notes for principal and any premium and interest thereon, with
interest on the overdue principal and any premium and (to the extent allowed
by law and to the extent that such interest has been collected by the Trustee)
upon overdue installments of interest at the rate borne by the Notes; and
in case such moneys shall be insufficient to pay in full the whole amount
so due and unpaid upon the Notes, then to the payment of such principal
and any premium and interest without preference or priority of principal
and any premium over interest, or of interest over principal and any premium
or of any installment of interest over any other installment of interest,
or of any Note over any other Note, ratably to the aggregate of such principal
and any premium and accrued and unpaid interest; and
<p>FOURTH: To the payment of the remainder, if any, to the Company, its
successors or assigns, or to whomsoever may lawfully be entitled to the
same, or as a court of competent jurisdiction may determine.
<p><b>Section 8.07. Proceedings by Noteholders</b>.
<p>(a) No Holder of any Note shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or
for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless such Holder previously shall have given to the Trustee written notice
of default with respect to such Note and of the continuance thereof, as
hereinabove provided, and unless also the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and
the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action,
suit or proceeding, it being understood and intended, and being expressly
covenanted by the taker and the Holder of every Note with every other taker
and Holder and the Trustee that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of or by availing of any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holder of Notes, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common
benefit of all Holders of Notes.
<p>(b) Notwithstanding any other provision in this Indenture, however,
the rights of any Holder of any Note to receive payment of the principal
of and any premium and interest on such Note, on or after the respective
due dates expressed in such Note (or, in the case of redemption, on the
Redemption Date), or to institute suit for the enforcement of any such
payment on or after such respective dates shall not be impaired or affected
without the consent of such Holder.
<p><b>Section 8.08. Proceedings by Trustee</b>. In case of an Event of
Default hereunder the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect
and enforce any of such rights, either by suit in equity or by action at
law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture
or by law.
<p><b>Section 8.09. Remedies Cumulative and Continuing</b>. All powers
and remedies given by this Article Eight to the Trustee or to the Noteholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any powers and remedies hereof or of any other powers and remedies available
to the Trustee or the Holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the
Trustee or of any Holder of any of the Notes in exercising any right or
power accruing upon any default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to Section 8.07,
every power and remedy given by this Article Eight or by law to the Trustee
or to the Noteholders may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the Noteholders.
<p><b>Section 8.10. Restoration of Rights and Remedies.</b> If the Trustee
or any Noteholder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee
or to such Noteholder, then and in every such case, subject to any determination
in such proceeding, the Company, the Trustee and the Noteholders shall
be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Company, the Trustee and
the Noteholders shall continue as though no such proceeding had been instituted.
<p><b>Section 8.11. Direction of Proceedings and Waiver of Defaults by
Majority Noteholders</b>. The Holders of a majority in aggregate principal
amount of the Notes then outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee;
<u>provided</u>,
<u>however</u>,
that (subject to Section 9.01) the Trustee shall have the right to decline
to follow any such direction if the Trustee being advised by counsel determines
that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees or responsible
officers shall determine that the action or proceeding so directed would
involve the Trustee in personal liability or would be unduly prejudicial
to the rights of Noteholders not joining in such directions. Prior to any
declaration accelerating the Maturity of the Notes, the Holders of a majority
in aggregate principal amount of the Notes then outstanding may on behalf
of all of the Holders of all of the Notes waive any past default or Event
of Default hereunder and its consequences, except a default (i) in the
payment of principal of or any premium or interest on any Note or (ii)
in respect of a covenant or provision hereof which pursuant to Section
13.02 cannot be modified or amended without the consent of the Holder of
each Note then outstanding that would be affected thereby. Upon any such
waiver, such default will cease to exist, and any Event of Default arising
therefrom will be deemed to have been cured, for every purpose of the Indenture
and the Notes, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.
<p><b>Section 8.12. Notice of Default</b>. The Trustee shall, within 90
days after the occurrence of a default with respect to the Notes, give
to all Holders of the Notes specified in TIA Section 3.13(c), in the manner
provided in Section 15.10, notice of such default, unless such default
shall have been cured before the giving of such notice, the term "default"
for the purpose of this Section 8.12 being hereby defined to be any event
which is or after notice or lapse of time or both would become an Event
of Default; <u>provided</u> that, except in the case of default in the
payment of the principal of or any premium or interest on any of the Notes,
the Trustee shall be protected in withholding such notice if and so long
as its board of directors or trustees, executive committee, or a trust
committee of directors or trustees or responsible officers in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Notes. The Trustee shall not be charged with knowledge of
any Event of Default unless a responsible officer of the Trustee assigned
to the corporate trust division of the Trustee shall have actual knowledge
of such Event of Default.
<p><b>Section 8.13. Undertaking to Pay Costs</b>. All parties to this Indenture
agree, and each Holder of any Note by acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but this Section 8.13
shall not apply to any suit instituted by the Trustee, or to any suit instituted
by any Noteholder, or group of Noteholders, holding in the aggregate more
than 10% in principal amount of the Notes then outstanding, or to any suit
instituted by any Noteholder for the enforcement of the payment of the
principal of or any premium or interest on any Note on or after the due
date expressed in such Note.
<center>
<p><b>ARTICLE NINE</b>
<br><b>CONCERNING THE TRUSTEE</b></center>

<p><b>Section 9.01. Certain Duties and Responsibilities</b>.
<p>(a) Except during the continuance of an Event of Default,
<p>(1) the Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and
<p>(2) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty
to examine the same to determine whether or not they conform to the requirements
of this Indenture.
<p>(b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.
<p>(c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act, or its own wilful misconduct, except that
<p>(1) this Subsection shall not be construed to limit the effect of Subsection
(a) of this Section 9.01.
<p>(2) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;
<p>(3) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction
of the Holders of not less than a majority in principal amount of the Notes
at the time outstanding, determined as provided in Section 10.04, relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Notes; and
<p>(4) no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
<p>(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 9.01.
<p><b>Section 9.02. Notice of Defaults.</b> Within 90 days after the occurrence
of any default hereunder the Trustee shall transmit by mail to all Holders
as their names and addresses appear in the Note register, notice of such
default hereunder known to the Trustee, unless such default shall have
been cured or waived; <u>provided</u>, <u>however</u>, that, except in
the case of a default in the payment of the principal of (or premium, if
any) or interest on any Note or in the payment of any sinking fund installment
with respect to any Notes, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee
or a trust committee of directors or Responsible Officers of the Trustee
in good faith determine that the withholding of such notice is in the interest
of the Holders of such Notes; and <u>provided</u>, <u>further</u>, that
in the case of any default of the character specified in Section 8.01(3),
no such notice to Holders shall be given until at least 30 days after occurrence
thereof. For the purpose of this Section 9.02, the term "default" means
any event which is, or after notice or lapse of time or both would become,
an Event of Default.
<p><b>Section 9.03. Certain Rights of Trustee.</b> Subject to the provisions
of Section 9.01:
<p>(a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party
or parties;
<p>(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officers' Certificate and any resolution of
the Board of Directors may be sufficiently evidenced by a Board Resolution;
<p>(c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;
<p>(d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;
<p>(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;
<p>(f) prior to the occurrence of an Event of Default and after the curing
or waiving of all such Events of Default which may have occurred, 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, approval or other paper
or document, or the books and records of the Company, unless requested
in writing to do so by the Holders of a majority in aggregate principal
amount of the Notes then outstanding;
<u>provided</u>, <u>however</u>,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses
or liabilities as a condition to so proceeding; the reasonable expense
of every such investigation shall be paid by the Company or, if paid by
the Trustee, shall be repaid by the Company upon demand; and
<p>(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.
<p><b>Section 9.04. Not Responsible for Recitals or Issuance of Notes.</b>
The recitals contained herein and in the Notes, except the Trustee's certificates
of authentication, shall be taken as the statements of the Company, and
the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application
by the Company of Notes or the proceeds thereof.
<p><b>Section 9.05. May Hold Notes.</b> The Trustee, any Authenticating
Agent, any Paying Agent, any Note registrar or any other agent of the Company,
in its individual or any other capacity, may become the owner or pledgee
of Notes and, subject to Sections 9.08 and 9.13, may otherwise deal with
the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Note registrar or such other agent.
<p><b>Section 9.06. Money Held in Trust.</b> Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed with the
Company.
<p><b>Section 9.07. Compensation and Reimbursement.</b> The Company agrees:
<p>(1) to pay to the Trustee such compensation that the Company and Trustee
shall from time to time agree in writing for all services rendered by it
hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);
<p>(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and
<p>(3) to indemnity the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any its powers or duties hereunder.
<p>The provisions of this Section 9.07 shall survive this Indenture.
<p><b>Section 9.08. Disqualification; Conflicting Interests.</b>
<p>(a) If the Trustee has or shall acquire any conflicting interest, as
defined in this Section 9.08, with respect to the Notes, it shall, within
90 days after ascertaining that it has such conflicting interest, either
eliminate such conflicting interest or resign in the manner and with the
effect hereinafter specified in this Article Nine.
<p>(b) In the event that the Trustee shall fail to comply with the provisions
of Subsection (a) of this Section 9.08, the Trustee shall, within 10 days
after the expiration of such 90-day period, transmit by mail to all Holders
as their names and addresses appear in the Note registrar, notice of such
failure.
<p>(c) For the purposes of this Section 9.08, the Trustee shall be deemed
to have a conflicting interest with respect to the Notes if
<p>(1) the Trustee is trustee under another indenture under which any securities,
or certificates of interest or participation in any other securities, of
the Company are outstanding, unless such other indenture is a collateral
trust indenture under which the only collateral consists of Notes, <u>provided</u>
that there shall be excluded from the operation of this paragraph this
Indenture with respect to any other indenture or indenture under which
securities, or certificates of interest or participation in other securities,
of the Company are outstanding, if
<p>(i) this Indenture and such other indenture or indentures are wholly
unsecured and such other indenture or indentures are hereafter qualified
under the TIA, unless the Securities and Exchange Commission shall have
found and declared by order pursuant to Section 305(b) or Section 307(c)
of the TIA that differences exist between the provisions of this Indenture
and the provisions of such other indenture or indentures which are so likely
to involve a material conflict of interest as to make it necessary in the
public interest or for the protection of investors to disqualify the Trustee
from acting as such under this Indenture with respect to such other indenture
or indentures, or
<p>(ii) the Company shall have sustained the burden of proving, on application
to the Securities and Exchange Commission and after opportunity for hearing
thereon, that trusteeship under this Indenture with respect to such other
indenture or indentures is not so likely to involve a material conflict
of interest as to make it necessary in the public interest or for the protection
of investors to disqualify the Trustee from acting as such under this Indenture
with respect to such other indenture or indentures;
<p>(2) the Trustee or any of its directors or executive officers is an
obligor upon the Notes or an underwriter for the Company;
<p>(3) the Trustee directly or indirectly controls or is directly or indirectly
controlled by or is under direct or indirect common control with the Company
or an underwriter for the Company;
<p>(4) the Trustee or any of its directors or executive officers is a director,
officer, partner, employee, appointee or representative of the Company,
or of an underwriter (other than the Trustee itself) for the Company who
is currently engaged in the business of underwriting, except that (i) one
individual may be a director or an executive officer, or both, of the Trustee
and a director or an executive officer, or both, of the Company but may
not be at the same time an executive officer of both the Trustee and the
Company; (ii) if and so long as the number of directors of the Trustee
in office is more than nine, one additional individual may be a director
or an executive officer, or both, of the Trustee and a director of the
Company; and (iii) the Trustee may be designated by the Company or by any
underwriter for the Company to act in the capacity of transfer agent, registrar,
custodian, paying agent, fiscal agent, escrow agent or depositary, or in
any other similar capacity, or, subject to the provisions of paragraph
(1) of this Subsection, to act as trustee, whether under an indenture or
otherwise;
<p>(5) 10% or more of the voting securities of the Trustee is beneficially
owned either by the Company or by any director, partner or executive officer
thereof, or 20% or more of such voting securities is beneficially owned,
collectively, by any two or more of such persons; or 10% or more of the
voting securities of the Trustee is beneficially owned either by an underwriter
for the Company or by any director, partner or executive officer thereof,
or is beneficially owned, collectively, by any two or more such persons;
<p>(6) the Trustee is the beneficial owner of, or holds as collateral security
for an obligation which is in default (as hereinafter in this Subsection
defined), (i) 5% or more of the voting securities, or 10% or more of any
other class of security, of the Company not including the Notes and securities
issued under any other indenture under which the Trustee is also trustee,
or (ii) 10% or more of any class of security of an underwriter for the
Company;
<p>(7) the Trustee is the beneficial owner of, or holds as collateral security
for an obligation which is in default (as hereinafter in this Subsection
defined), 5% or more of the voting securities of any person who, to the
knowledge of the Trustee, owns 10% or more of the voting securities of,
or controls directly or indirectly or is under direct or indirect common
control with, the Company;
<p>(8) the Trustee is the beneficial owner of, or holds as collateral security
for an obligation which is in default (as hereinafter in this Subsection
defined), 10% or more of any class of security of any person who, to the
knowledge of the Trustee, owns 50% or more of the voting securities of
the Company; or
<p>(9) the Trustee owns, on May 15 in any calendar year, in the capacity
of executor, administrator, testamentary or inter vivos trustee, guardian,
committee or conservator, or in any other similar capacity, an aggregate
of 25% or more of the voting securities, or of any class of security, of
any person, the beneficial ownership of a specified percentage of which
would have constituted a conflicting interest under paragraph (6), (7)
or (8) of this Subsection. As to any such securities of which the Trustee
acquired ownership through becoming executor, administrator or testamentary
trustee of an estate which included them, the provisions of the preceding
sentence shall not apply, for a period of two years from the date of such
acquisition, to the extent that such securities included in such estate
do not exceed 25% of such voting securities or 25% of any such class of
security. Promptly after May 15 in each calendar year, the Trustee shall
make a check of its holdings of such securities in any of the above-mentioned
capacities as of such May 15. If the Company fails to make payment in full
of the principal of (or premium, if any) or interest on any of the Notes
when and as the same becomes due and payable, and such failure continues
for 30 days thereafter, the Trustee shall make a prompt check of its holdings
of such securities in any of the above-mentioned capacities as of the date
of the expiration of such 30-day period, and after such date, notwithstanding
the foregoing provisions of this paragraph, all such securities so held
by the Trustee, with sole or joint control over such securities vested
in it, shall, but only so long as such failure shall continue, be considered
as though beneficially owned by the Trustee for the purposes of paragraphs
(6), (7) and (8) of this Subsection.
<p>The specification of percentages in paragraphs (5) to (9), inclusive,
of this Subsection shall not be construed as indicating that the ownership
of such percentages of the securities of a person is or is not necessary
or sufficient to constitute direct or indirect control for the purposes
of paragraph (3) or (7) of this Subsection.
<p>For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation
in any such note or evidence of indebtedness; (ii) an obligation shall
be deemed to be "in default" when a default in payment of principal shall
have continued for 30 days or more and shall not have been cured; and (iii)
the Trustee shall not be deemed to be the owner or holder of (A) any security
which it holds as collateral security, as trustee or otherwise, for an
obligation which is not in default as defined in clause (ii) above, or
(B) any security which it holds as collateral security under this Indenture,
irrespective of any default hereunder, or (C) any security which it holds
as agent for collection, or as custodian, escrow agent or depositary, or
in any similar representative capacity.
<p>(d) For the purposes of this Section 9.08:
<p>(1) The term "underwriter", when used with reference to the Company,
means every person who, within three years prior to the time as of which
the determination is made, has purchased from the Company with a view to,
or has offered or sold for the Company in connection with, the distribution
of any security of the Company outstanding at such time, or has participated
or has had a direct or indirect participation in any such undertaking,
or has participated or has had a participation in the direct or indirect
underwriting of any such undertaking, but such term shall not include a
person whose interest was limited to a commission from an underwriter or
dealer not in excess of the usual and customary distributors' or sellers'
commission.
<p>(2) The term "director" means any director of a corporation or any individual
performing similar functions with respect to any organization, whether
incorporated or unincorporated.
<p>(3) The term "person" means an individual, a corporation, a partnership,
an association, a joint-stock company, a trust, an unincorporated organization
or a government or political subdivision thereof. As used in this paragraph,
the term "trust" shall include only a trust where the interest or interests
of the beneficiary or beneficiaries are evidenced by a security.
<p>(4) The term "voting security" means any security presently entitling
the owner or holder thereof to vote in the direction or management of the
affairs of a person, or any security issued under or pursuant to any trust,
agreement or arrangement whereby a trustee or trustees or agent or agents
for the owner or holder of such security are presently entitled to vote
in the direction or management of the affairs of a person.
<p>(5) The term "Company" means any obligor upon the Notes.
<p>(6) The term "executive officer" means the president, every vice president,
every trust officer, the cashier, the secretary and the treasurer of a
corporation, and any individual customarily performing similar functions
with respect to any organization whether incorporated or unincorporated,
but shall not include the chairman of the board of directors.
<p>(e) The percentages of voting securities and other securities specified
in this Section 9.08 shall be calculated in accordance with the following
provisions:
<p>(1) A specified percentage of the voting securities of the Trustee,
the Company or any other person referred to in this Section 9.08 (each
of whom is referred to as a "person" in this paragraph) means such amount
of the outstanding voting securities of such person as entitles the holder
or holders thereof to cast such specified percentage of the aggregate votes
which the holders of all the outstanding voting securities of such person
are entitled to cast in the direction or management of the affairs of such
person.
<p>(2) A specified percentage of a class of securities of a person means
such percentage of the aggregate amount of securities of the class outstanding.
<p>(3) The term "amount", when used in regard to securities, means the
principal amount if relating to evidences of indebtedness, the number of
shares if relating to capital shares and the number of units if relating
to any other kind of security.
<p>(4) The term "outstanding" means issued and not held by or for the account
of the issuer. The following securities shall not be deemed outstanding
within the meaning of this definition:
<p>(i) securities of an issuer held in a sinking fund relating to securities
of the issuer of the same class;
<p>(ii) securities of an issuer held in a sinking fund relating to another
class of securities of the issuer, if the obligation evidenced by such
other class of securities is not in default as to principal or interest
or otherwise;
<p>(iii) securities pledged by the issuer thereof as security for an obligation
of the issuer not in default as to principal or interest or otherwise;
and
<p>(iv) securities held in escrow if placed in escrow by the issuer thereof;
<p><u>provided</u>, <u>however</u>, that any voting securities of an issuer
shall be deemed outstanding if any person other than the issuer is entitled
to exercise the voting rights thereof.
<p>(5) A security shall be deemed to be of the same class as another security
if both securities confer upon the holder or holders thereof substantially
the same rights and privileges; <u>provided</u>, <u>however</u>, that,
in the case of secured evidences of indebtedness, all of which are issued
under a single indenture, differences in the interest rates or maturity
dates of various series thereof shall not be deemed sufficient to constitute
such series different classes and
<u>provided</u>, <u>further</u>, that,
in the case of unsecured evidences of indebtedness, differences in the
interest rates or maturity dates thereof shall not be deemed sufficient
to constitute them securities of different classes, whether or not they
are issued under a single indenture.
<p><b>Section 9.09. Corporate Trustee Required; Eligibility.</b> There
shall at all times be a Trustee hereunder which shall be a corporation
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to supervision or examination by Federal
or State authority and having its Corporate Trust Office in Columbus, Ohio
or New York, New York, to the extent there is such an institution eligible
and willing to serve. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section 9.09, 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 9.09, it shall
resign immediately in the manner and with the effect hereinafter specified
in this Article Nine.
<p><b>Section 9.10. Resignation and Removal; Appointment of Successor.</b>
<p>(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Nine shall become effective
until the acceptance of appointment by the successor Trustee in accordance
with the applicable requirements of Section 9.11.
<p>(b) The Trustee may resign at any time by giving written notice thereof
to the Company. If the instrument of acceptance by a successor Trustee
required by Section 9.11 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.
<p>(c) The Trustee may be removed at any time by the Holders of a majority
in aggregate principal amount of the Notes then outstanding, delivered
to the Trustee and to the Company.
<p>(d) If at any time:
<p>(1) the Trustee shall fail to comply with Section 9.08(a) after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Note for at least six months, or
<p>(2) the Trustee shall cease to be eligible under Section 9.09 and shall
fail to resign after written request therefor by the Company or by any
such Holder, or
<p>(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,
<p>then, in any such case, (i) the Company by a Board Resolution may remove
the Trustee, or (ii) subject to Section 8.13, any Holder who has been a
bona fide Holder of a Note for at least six months may, on behalf of such
Holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee or Trustees.
<p>(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees and shall comply with the applicable requirements of Section
9.11. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee shall be appointed
by the Holders of a majority in aggregate principal amount of the Notes
then outstanding 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
9.11, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner required
by Section 9.11, any Holder who has been a bona fide Holder of a Note for
at least six months may, on behalf of such Holder and all others similarly
situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee.
<p>(f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to all Holders
as their names and addresses appear in the Note register. Each notice shall
include the name of the successor Trustee and the address of its Corporate
Trust Office.
<p><b>Section 9.11. Acceptance of Appointment by Successor.</b>
<p>(a) Every successor Trustee 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
the compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, 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.
<p>(b) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to
in paragraph (a) of this Section 9.11.
<p>(c) 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 Nine.
<p><b>Section 9.12. Merger, Conversion, Consolidation or Succession to
Business.</b> Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation 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 Notes 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 Notes so authenticated
with the same effect as if such successor Trustee had itself authenticated
such Notes.
<p><b>Section 9.13. Preferential Collection of Claims Against Company.</b>
<p>(a) Subject to Subsection (b) of this Section 9.13, if the Trustee shall
be or shall become a creditor, directly or indirectly, secured or unsecured,
of the Company within four months prior to a default, as defined in Subsection
(c) of this Section 9.13, or subsequent to such a default, then, unless
and until such default shall be cured, the Trustee shall set apart and
hold in a special account for the benefit of the Trustee individually,
the Holders of the Notes and the holders of other indenture securities,
as defined in Subsection (c) of this Section 9.13:
<p>(1) an amount equal to any and all reductions in the amount due and
owing upon any claim as such creditor in respect of principal or interest,
effected after the beginning of such four months' period and valid as against
the Company and its other creditors, except any such reduction resulting
from the receipt or disposition of any property described in paragraph
(2) of this Subsection, or from the exercise of any right of set-off which
the Trustee could have exercised if a petition in bankruptcy had been filed
by or against the Company upon the date of such default; and
<p>(2) all property received by the Trustee in respect of any claims as
such creditor, either as security therefor, or in satisfaction or composition
thereof, or otherwise, after the beginning of such four months' period,
or an amount equal to the proceeds of any such property, if disposed of,
subject, however, to the rights, if any, of the Company and its other creditors
in such property or such proceeds.
<p>Nothing herein contained, however, shall affect the right of the Trustee:
<p>(A) to retain for its own account (i) payments made on account of any
such claim by any Person (other than the Company) who is liable thereon,
and (ii) the proceeds of the bona fide sale of any such claim by the Trustee
to a third Person, and (iii) distributions made in cash, securities or
other property in respect of claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law;
<p>(B) to realize, for its own account, upon any property held by it as
security for any such claim, if such property was so held prior to the
beginning of such four months' period;
<p>(C) to realize, for its own account, but only to the extent of the claim
hereinafter mentioned, upon any property held by it as security for any
such claim, if such claim was created after the beginning of such four
months' period and such property was received as security therefor simultaneously
with the creation thereof, and if the Trustee shall sustain the burden
of proving that at the time such property was so received the Trustee had
no reasonable cause to believe that a default, as defined in Subsection
(c) of this Section 9.13, would occur within four months; or
<p>(D) to receive payment on any claim referred to in paragraph (B) or
(C), against the release of any property held as security for such claim
as provided in paragraph (B) or (C), as the case may be, to the extent
of the fair value of such property.
<p>For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such four months' period for property held as security
at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs
is created in renewal of or in substitution for or for the purpose of repaying
or refunding any pre-existing claim of the Trustee as such creditor, such
claim shall have the same status as such pre-existing claim.
<p>If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
among the Trustee, the Holders and the holders of other indenture securities
in such manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on
account of the receipt by it from the Company of the funds and property
in such special account and before crediting to the respective claims of
the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership
or in proceedings for reorganization pursuant to the Federal Bankruptcy
Act or applicable State law, but after crediting thereon receipts on account
of the indebtedness represented by their respective claims from all sources
other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any
claim, the term "dividends" shall include any distribution with respect
to such claim, in bankruptcy or receivership or proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, whether
such distribution is made in cash, securities or other property, but shall
not include any such distribution with respect to the secured portion,
if any, of such claim. The court in which such bankruptcy, receivership
or proceedings for reorganization is pending shall have jurisdiction (i)
to apportion among the Trustee, the Holders and the holders of other indenture
securities, in accordance with the provisions of this paragraph, the funds
and property held in such special account and proceeds thereof, or (ii)
in lieu of such apportionment, in whole or in part, to give to the provisions
of this paragraph due consideration in determining the fairness of the
distributions to be made to the Trustee and the Holders and the holders
of other indenture securities with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the
value of any securities or other property held in such special account
or as security for any such claim, or to make a specific allocation of
such distributions as between the secured and unsecured portions of such
claims, or otherwise to apply the provisions of this paragraph as a mathematical
formula.
<p>Any Trustee which has resigned or been removed after the beginning of
such four months' period shall be subject to the provisions of this Subsection
as though such resignation or removal had not occurred. If any Trustee
has resigned or been removed prior to the beginning of such four months'
period, it shall be subject to the provisions of this Subsection if and
only if the following conditions exist:
<p>(i) the receipt of property or reduction of claim, which would have
given rise to the obligation to account, if such Trustee had continued
as Trustee, occurred after the beginning of such four months' period; and
<p>(ii) such receipt of property or reduction of claim occurred within
four months after such resignation or removal.
<p>(b) There shall be excluded from the operation of Subsection (a) of
this Section 9.13 a creditor relationship arising from:
<p>(1) the ownership or acquisition of securities issued under any indenture,
or any security or securities having a maturity of one year or more at
the time of acquisition by the Trustee;
<p>(2) advances authorized by a receivership or bankruptcy court of competent
jurisdiction or by this Indenture, for the purposes of preserving any property
which shall at any time be subject to the lien of this Indenture or of
discharging tax liens or other prior liens or encumbrances thereon, if
notice of such advances and of the circumstances surrounding the making
thereof is given to the Holders at the time and in the manner provided
in this Indenture;
<p>(3) disbursements made in the ordinary course of business in the capacity
of trustee under an indenture, transfer agent, registrar, custodian, paying
agent, fiscal agent or depositary, or other similar capacity;
<p>(4) an indebtedness created as a result of services rendered or premises
rented; or an indebtedness created as a result of goods or securities sold
in a cash transaction, as defined in Subsection (c) of this Section 9.13;
<p>(5) the ownership of stock or of other securities of a corporation organized
under the provisions of Section 25(a) of the Federal Reserve Act, as amended,
which is directly or indirectly a creditor of the Company; and
<p>(6) the acquisition, ownership, acceptance or negotiation of any drafts,
bills of exchange, acceptances or obligations which fall within the classification
of self-liquidating paper, as defined in Subsection (c) of this Section
9.13.
<p>(c) For the purposes of this Section 9.13 only:
<p>(1) the term "default" means any failure to make payment in full of
the principal of or interest on any of the Notes or upon the other indenture
securities when and as such principal or interest becomes due and payable;
<p>(2) the term "other indenture securities" means securities upon which
the Company is an obligor outstanding under any other indenture (i) under
which the Trustee is also trustee, (ii) which contains provisions substantially
similar to the provisions of this Section 9.13, and (iii) under which a
default exists at the time of the apportionment of the funds and property
held in such special account;
<p>(3) 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;
<p>(4) 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;
<p>(5) the term "Company" means any obligor upon the Notes; and
<p>(6) the term "Federal Bankruptcy Act" means the Bankruptcy Act or Title
11 of the United States Code.
<p><b>Section 9.14. Appointment of Authenticating Agent.</b> At any time
when any of the Notes remain outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to the Notes which shall be authorized to
act on behalf of the Trustee to authenticate Notes issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
2.06, and Notes 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 Notes 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
business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus 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 9.14, 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 9.14, such Authenticating
Agent shall resign immediately in the manner and with the effect specified
in this Section 9.14.
<p>Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating
Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue
to be an Authenticating Agent, provided such corporation shall be otherwise
eligible under this Section 9.14, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.
<p>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 a 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 9.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall
mail written notice of such appointment by first-class mail, postage prepaid,
to all Holders as their names and addresses appear in the Note register.
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 9.14.
<p>The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 9.14,
and the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 9.07.
<p>If an appointment is made pursuant to this Section 9.07, the Notes may
have endorsed thereon, in addition to the Trustee's certificate of authentication,
an alternate certificate of authentication in the following form:
<center>
<p>Trustee's Certificate of Authentication</center>

<p>This is one of the Notes referred to in the within-mentioned Indenture.
<p>BANK ONE, N.A., as Trustee
<p>By
<br>As Authenticating Agent
<p>By
<br>Authorized Officer
<center>
<p><b>ARTICLE TEN</b>
<br><b>CONCERNING THE NOTEHOLDERS</b></center>

<p><b>Section 10.01. Action by Noteholders</b>. (a) Whenever in this Indenture
it is provided that the Holders of a specified percentage in aggregate
principal amount of the Notes may take any action (the making of any demand
or request, or the giving of any notice, consents or waivers in lieu of
a Noteholders' meeting or the taking of any other action), the fact that
at the time of taking any such action the Holders of such specified percentage
have joined therein may be evidenced (a) by any instrument or any number
of instruments of similar tenor executed by such Noteholders in person
or by agent or proxy appointed in writing, or (b) by the record of such
Noteholders voting in favor thereof at any meeting of Noteholders duly
called and held in accordance with Article Eleven, or (c) by a combination
of such instrument or instruments and any such record of such a meeting
of Noteholders.
<p>(b) Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Notes may take
any action, any party designated in writing by the Depositary, or by any
party so designated by the Depositary, as the owner of a beneficial interest
of a specified principal amount of any Global Note held by such Depositary
shall be deemed to be a Holder of Notes in such principal amount for such
purpose.
<p><b>Section 10.02. Proof of Execution by Noteholders.</b>
<p>(a) Subject to Sections 9.01 and 11.05, proof of the execution of any
instruments by a Noteholder or the agent or proxy for such Noteholder shall
be sufficient if made in accordance with such reasonable rules and regulations
as may be prescribed by the Trustee or in such manner as shall be satisfactory
to the Trustee. The ownership of Notes shall be proved by the Note register
of the Company or by a certificate of the Note registrar.
<p>(b) The record of any Noteholders' meeting shall be proven in the manner
provided for in Section 11.06.
<p><b>Section 10.03. Who Deemed Absolute Owners</b>. Subject to Sections
2.04(f) and 10.01, the Company, the Trustee, any Authenticating Agent and
Note registrar may deem the person in whose name any Note shall be registered
upon the Note register of the Company to be, and may treat such person
as, the absolute owner of such Note (whether or not such Note shall be
overdue) for the purpose of receiving payment of or on account of the principal
of and any premium and interest on such Note, and for all other purposes;
and neither the Company nor the Trustee nor any Authenticating Agent nor
any Note registrar shall be affected by any notice to the contrary. All
such payments shall be valid and effectual to satisfy and discharge the
liability upon any such Note to the extent of the sum or sums so paid.
<p><b>Section 10.04. Company-Owned Notes Disregarded</b>. In determining
whether the Holders of the requisite aggregate principal amount of Notes
then outstanding have concurred in any direction, consent or waiver under
this Indenture, Notes which are owned by the Company or any other obligor
on the Notes or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or any other
obligor on the Notes shall be disregarded and deemed not to be outstanding
for the purpose of any such determination;
<u>provided</u> that for the
purposes of determining whether the Trustee shall be protected in relying
on any such direction, consent or waiver only Notes which the Trustee knows
are so owned shall be so disregarded. Notes so owned which have been pledged
in good faith may be regarded as outstanding for the purposes of this Section
10.04 if the pledgee shall establish to the satisfaction of the Trustee
the pledgee's right to vote such Notes and that the pledgee is not a person
directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In
the case of a dispute as to such right, any decision by the Trustee taken
upon the advice of counsel shall be full protection to the Trustee.
<p><b>Section 10.05. Revocation of Consents; Future Holders Bound</b>.
At any time prior to the taking of any action by the holders of the percentage
in aggregate principal amount of the Notes specified in this Indenture
in connection with such action, any Holder of a Note, which is shown by
the evidence to be included in the Notes the Holders of which have consented
to such action may, by filing written notice with the Trustee at the Corporate
Trust Office of the Trustee and upon proof of ownership as provided in
Section 10.02(a), revoke such action so far as it concerns such Note. Except
as aforesaid any such action taken by the Holder of any Note shall be conclusive
and binding upon such Holder and upon all future Holders and owners of
such Note and of any Notes issued in exchange or substitution therefor,
irrespective of whether or not any notation thereof is made upon such Note
or such other Notes.
<p><b>Section 10.06. Record Date for Noteholder Acts</b>. If the Company
shall solicit from the Noteholders any request, demand, authorization,
direction, notice, consent, waiver or other act, the Company may, at its
option, by Board Resolution, fix in advance a record date in compliance
with TIA Section 3.16(c) for the determination of Noteholders entitled
to give such request, demand, authorization, direction, notice, consent,
waiver or other act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other act may be given before or after the record
date, but only the Noteholders of record at the close of business on the
record date shall be deemed to be Noteholders for the purpose of determining
whether Holders of the requisite aggregate principal amount of Notes then
outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other act, and for
that purpose the outstanding Notes shall be computed as of the record date;
<u>provided</u>,
<u>however</u>,
that no such authorization, agreement or consent by the Noteholders on
the record date shall be deemed effective unless it shall become effective
pursuant to this Indenture not later than six months after the record date.
<center>
<p><b>ARTICLE ELEVEN</b>
<br><b>NOTEHOLDERS' MEETING</b></center>

<p><b>Section 11.01. Purposes of Meetings</b>. A meeting of Noteholders
may be called at any time and from time to time pursuant to this Article
Eleven for any of the following purposes:
<p>(a) to give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to consent to the waiving of any default
hereunder and its consequences, or to take any other action authorized
to be taken by Noteholders pursuant to Article Eight;
<p>(b) to remove the Trustee and nominate a successor Trustee pursuant
to Article Nine;
<p>(c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to Section 13.02; or
<p>(d) to take any other action authorized to be taken by or on behalf
of the Holders of any specified aggregate principal amount of the Notes,
as the case may be, under any other provision of this Indenture or under
applicable law.
<p><b>Section 11.02. Call of Meetings by Trustee</b>. The Trustee may at
any time call a meeting of Holders of Notes to take any action specified
in Section 11.01, to be held at such time and at such place as the Trustee
shall determine. Notice of every such meeting of Noteholders, setting forth
the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given to Holders of the
Notes that may be affected by the action proposed to be taken at such meeting
in the manner provided in Section 15.10. Such notice shall be given not
less than 20 nor more than 90 days prior to the date fixed for such meeting.
<p><b>Section 11.03. Call of Meetings by Company or Noteholders</b>. In
case at any time the Company, pursuant to a Board Resolution, or the Holders
of at least 10% in aggregate principal amount of the Notes then outstanding,
shall have requested the Trustee to call a meeting of Noteholders, by written
request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have mailed the notice of such
meeting within 20 days after receipt of such request, then the Company
or such Noteholders may determine the time and the place for such meeting
and may call such meeting to take any action authorized in Section 11.01,
by giving notice thereof as provided in Section 11.02.
<p><b>Section 11.04. Qualifications for Voting</b>. To be entitled to vote
at any meetings of Noteholders a Person shall (a) be a Holder of one or
more Notes affected by the action proposed to be taken or (b) be a Person
appointed by an instrument in writing as proxy by a Holder of one or more
such Notes. The only Persons who shall be entitled to be present or to
speak at any meeting of Noteholders shall be the Persons entitled to vote
at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.
<p><b>Section 11.05. Regulations.</b>
<p>(a) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting
of Noteholders, in regard to proof of the holding of Notes and of the appointment
of proxies, and in regard to the appointment and duties of inspectors of
votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct
of the meeting as it shall think fit.
<p>(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by the Noteholders as provided in Section 11.03, in which case
the Company or Noteholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by the Holders of a
majority in aggregate principal amount of the Notes present in person or
by proxy at the meeting.
<p>(c) Subject to Section 10.04, at any meeting each Noteholder or proxy
shall be entitled to one vote for each $1,000 principal amount of Notes
held or represented by such Noteholder;
<u>provided</u>, <u>however</u>,
that no vote shall be cast or counted at any meeting in respect of any
Note challenged as not outstanding and ruled by the chairman of the meeting
to be not outstanding. The chairman of the meeting shall have no right
to vote other than by virtue of Notes held by such chairman or instruments
in writing as aforesaid duly designating such chairman as the person to
vote on behalf of other Noteholders. At any meeting of Noteholders duly
called pursuant to Section 11.02 or 11.03, the presence of persons holding
or representing Notes in an aggregate principal amount sufficient to take
action on any business for the transaction for which such meeting was called
shall constitute a quorum. Any meeting of Noteholders duly called pursuant
to Section 11.02 or 11.03 may be adjourned from time to time by the Holders
of a majority in aggregate principal amount of the Notes present in person
or by proxy at the meeting, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.
<p><b>Section 11.06. Voting</b>. The vote upon any resolution submitted
to any meeting of Noteholders shall be by written ballots on which shall
be subscribed the signatures of the Holders of Notes or of their representatives
by proxy and the principal amount of Notes held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes
who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Noteholders shall be
prepared by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more persons having knowledge
of the facts setting forth a copy of the notice of the meeting and showing
that said notice was given as provided in Section 11.02. The record shall
show the principal amount of the Notes voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.
<p><b>Section 11.07. Right of Trustee or Noteholders not Delayed</b>. Nothing
in this Article Eleven contained shall be deemed or construed to authorize
or permit, by reason of any call of a meeting of Noteholders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance
or delay in the exercise of any right or rights conferred upon or reserved
to the Trustee or to the Holders of Notes under any of the provisions of
this Indenture or of the Notes.
<center>
<p><b>ARTICLE TWELVE</b>
<br><b>CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE</b></center>

<p><b>Section 12.01. Company May Consolidate, etc., only on Certain Terms</b>.
The Company shall not consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as
an entirety to any Person unless:
<p>(1) the corporation formed by such consolidation or into which the Company
is merged (the "successor corporation") or the Person which acquires by
conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation organized and
existing under the laws of the United States of America or any State 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 on all Notes and the performance of every covenant
of this Indenture on the part of the Company to be performed or observed;
<p>(2) immediately after giving effect to such consolidation, merger, conveyance,
transfer or lease, 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;
<p>(3) if, as a result of such consolidation, merger, conveyance, transfer
or lease, properties or assets of the Company would become subject to a
mortgage, pledge, lien, security interest or other encumbrance which would
not otherwise be permitted by this Indenture without making effective provision
whereby the Notes then outstanding and any other indebtedness of the Company
then entitled thereto will be equally and ratably secured with any and
all indebtedness and obligations secured thereby, the Company or the successor
corporation or Person, as the case may be, will take such action as will
be necessary effectively to secure all Notes equally and ratably with (or
prior to) all indebtedness secured thereby; and
<p>(4) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that such consolidation, merger,
conveyance, transfer or lease and such supplemental indenture comply with
this Article Twelve and that all conditions precedent herein provided for
relating to such consolidation, merger, conveyance or transfer have been
complied with.
<p><b>Section 12.02. Successor Corporation Substituted</b>. Upon any consolidation
or merger, or any conveyance, transfer or lease as an entirety in accordance
with Section 12.01, the successor corporation formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same
effect as if such successor corporation had been named as the Company herein;
<u>provided</u>,
<u>however</u>,
that no such conveyance or transfer shall have the effect of releasing
the Person named as the "Company" in the first paragraph of this Indenture
or any successor corporation which shall theretofore have become such in
the manner prescribed in this Article Twelve from its liability as obligor
and maker on any of the Notes.
<center>
<p><b>ARTICLE THIRTEEN</b>
<br><b>SUPPLEMENTAL INDENTURES</b></center>

<p><b>Section 13.01. Supplemental Indentures without Consent of Noteholders</b>.
<p>(a) The Company, when authorized by Board Resolution, and the Trustee
may at any time and from time to time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:
<p>(1) to make such provision in regard to matters or questions arising
under this Indenture as may be necessary or desirable and not inconsistent
with this Indenture or for the purpose of supplying any omission, curing
any ambiguity, or curing, correcting or supplementing any defective or
inconsistent provision;
<u>provided</u> that such provision shall not adversely
affect the interests of Holders of outstanding Notes created prior to the
execution of such supplemental indenture in any material respect;
<p>(2) to change or eliminate any of the provisions of this Indenture;
<u>provided</u>
that any such change or elimination shall become effective only when there
is no Note outstanding created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision;
<p>(3) to secure the Notes;
<p>(4) to establish the form of Notes as permitted by Section 2.01 or to
establish or reflect any terms of any Note determined pursuant to Section
2.05;
<p>(5) to evidence the succession of another corporation to the Company,
and the assumption by any such successor of the covenants of the Company
herein and in the Notes;
<p>(6) to grant to or confer upon the Trustee for the benefit of the Holders
any additional rights, remedies, powers or authority;
<p>(7) to permit the Trustee to comply with any duties imposed upon it
by law;
<p>(8) to specify further the duties and responsibilities of, and to define
further the relationships among, the Trustee, any Authenticating Agent
and any paying agent;
<p>(9) to add to the covenants of the Company for the benefit of the Holders
of all or any Notes (and if such covenants are to be for the benefit of
less than all Notes, stating that such covenants are expressly being included
solely for the benefit of such Notes) or to surrender a right or power
conferred on the Company herein; and
<p>(10) to add any additional Events of Default (and if such Events of
Default are to be applicable to less than all Notes, stating that such
Events of Default are expressly being included for the benefit of such
Notes).
<p>(b) The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept
the conveyance, transfer and assignment of any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.
<p>(c) Any supplemental indenture authorized by this Section 13.01 may
be executed by the Company and the Trustee without the consent of the Holders
of any of the Notes then outstanding, notwithstanding any of the provisions
of Section 13.02.
<p><b>Section 13.02. Supplemental Indentures with Consent of Noteholders.</b>
<p>(a) With the consent (evidenced as provided in Section 10.01) of the
Holders of not less than a majority in aggregate principal amount of the
Notes then outstanding that would be affected by the particular supplemental
indenture, the Company, when authorized by Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights
of the Noteholders;
<u>provided</u>, <u>however</u>, that no such supplemental
indenture shall:
<p>(1) change the Stated Maturity of any Note; or reduce the rate of interest
on any Note; or change the method of calculating interest, or any term
used in the calculation of interest, or the period for which interest is
payable, on any Floating Rate Note; or reduce the principal amount of any
Note or any premium thereon; reduce the amount of the principal of an Original
Issue Discount Note that would be due and payable upon a declaration of
acceleration of the Maturity thereof, or adversely affect the right of
repayment or renewal, if any, at the option of the Holder; or change the
coin or currency in which the principal of any Note or any premium or interest
thereon is payable; or change the date on which any Note may be redeemed;
or adversely affect the rights of any Noteholder to institute suit for
the enforcement of any payment of principal of or any premium or interest
on any Note; in each case without the consent of the Holder of each Note
then outstanding that would be affected thereby (for purposes of this Section
13.02 (a)(1) only, the term "Note" shall include Notes for which an offer
to purchase has been accepted by the Company); or
<p>(2) reduce the aforesaid percentage of Notes, the Holders of which are
required to consent to any such supplemental indenture, or the percentage
in aggregate principal amount of the Notes then outstanding the consent
of the Holders of which is required for any waiver of certain past defaults
or Events of Default hereunder or the consequences thereof, in each case
without the consent of the Holders of all of the Notes then outstanding.
<p>(b) Upon the request of the Company, accompanied by a copy of the Board
Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Noteholders
as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not
be obligated to, enter into such supplemental indenture.
<p>(c) It shall not be necessary for the consent of the Holders of Notes
under this Section 13.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.
<p>(d) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to this Section 13.02, the Company shall
give notice in the manner provided in Section 15.10, setting forth in general
terms the substance of such supplemental indenture, to all Noteholders.
Any failure of the Company to give such notice, or any defect therein shall
not, however, in any way impair or affect the validity of any such supplemental
indenture.
<p><b>Section 13.03. Compliance with Trust Indenture Act; Effect of Supplemental
Indentures.</b> Any supplemental indenture executed pursuant to this Article
Thirteen shall comply with the TIA. Upon the execution of any supplemental
indenture pursuant to this Article Thirteen, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the Noteholders shall thereafter
be determined, exercised and enforced hereunder subject in all respects
to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of
the terms and conditions of this Indenture for any and all purposes.
<p><b>Section 13.04. Notation on Notes.</b> Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article
Thirteen may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Notes so modified as to conform in the
opinion of the Trustee and the Board of Directors to any modification of
this Indenture contained in any such supplemental indenture may be prepared
and executed by the Company, authenticated by the Trustee and delivered
in exchange for the Notes then outstanding.
<p><b>Section 13.05. Evidence of Compliance of Supplemental Indenture to
Be Furnished Trustee.</b> The Trustee, subject to Section 9.01, may receive
an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article Thirteen.
<center>
<p><b>ARTICLE FOURTEEN</b>
<br><b>IMMUNITY OF INCORPORATORS, STOCKHOLDERS,</b>
<br><b>OFFICERS AND DIRECTORS</b></center>

<p><b>Section 14.01. Indenture and Notes Solely Corporate Obligations.</b>
No recourse for the payment of the principal of or any premium or interest
on any Note, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of
the Company, contained in this Indenture or in any supplemental indenture,
or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, either directly or through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released
as a condition of, and as a consideration for, the execution of this Indenture
and the issue of the Notes.
<center>
<p><b>ARTICLE FIFTEEN</b>
<br><b>MISCELLANEOUS PROVISIONS</b></center>

<p><b>Section 15.01. Provisions Binding on Company's Successors.</b> All
the covenants, stipulations, promises and agreements made by the Company
in this Indenture shall bind its successors and assigns whether so expressed
or not.
<p><b>Section 15.02. Official Acts by Successor Corporation.</b> Any act
or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or officer of the Company
shall and may be done and performed with like force and effect by the like
board, committee or officer of any corporation that shall at the time be
the lawful successor of the Company.
<p><b>Section 15.03. Addresses for Notices, etc.</b> Any notice or demand
which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Noteholders on the Company may
be given or served by being deposited postage prepaid in a post office
letter box addressed (until another address is filed by the Company with
the Trustee) to Madison Gas and Electric Company, 133 South Blair Street,
Madison, Wisconsin 53701, to the attention of the Corporate Secretary.
Any notice, direction, request or demand by any Noteholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of
the Trustee.
<p><b>Section 15.04. Governing Law.</b> This Indenture and each Note shall
be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of
said State.
<p><b>Section 15.05. Evidence of Compliance with Conditions Precedent.</b>
<p>(a) Upon any application or demand by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action
have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied
with.
<p>(b) Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that each
Person making such certificate or opinion has read such covenant or condition
and the definitions relating thereto; (2) a brief statement as to the nature
and scope of the examination or investigation upon which the statements
or opinion contained in such certificate or opinion are based; (3) a statement
that, in the opinion of each such Person, such Person has made such examination
or investigation as is necessary to enable such Person to express an informed
opinion as to whether or not such covenant or condition has been complied
with; and (4) a statement as to whether or not, in the opinion of each
such Person, such condition or covenant has been complied with.
<p>(c) In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or
several documents.
<p>(d) Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise
of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based
are erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such person knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.
<p>(e) Any certificate, statement or opinion of any officer of the Company,
or of counsel, may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or
firm of accountants, unless such officer or counsel, as the case may be,
knows that the certificate or opinion or representations with respect to
the accounting matters upon which the certificate, statement or opinion
of such officer or counsel may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous.
Any certificate or opinion of any firm of independent public accountants
filed with the Trustee shall contain a statement that such firm is independent.
<p>(f) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.
<p><b>Section 15.06. Business Days.</b> Unless otherwise provided herein,
in any case where the date of Maturity of the principal of or any premium
or interest on any Note or the Redemption Date of any Note is not a Business
Day, then payment of such principal or any premium or interest need not
be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on the date of Maturity or the
Redemption Date, and, in the case of payment, no interest shall accrue
for the period from and after such date.
<p><b>Section 15.07. Trust Indenture Act to Control.</b> If and to the
extent that any provision of this Indenture limits, qualifies or conflicts
with another provision included in this Indenture which is required to
be included in this Indenture by any of Sections 310 to 317, inclusive,
of the TIA, such required provision shall control.
<p><b>Section 15.08. Table of Contents, Headings, etc.</b> The table of
contents and the titles and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not
to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.
<p><b>Section 15.09. Execution in Counterparts.</b> This Indenture may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one and the same instrument.
<p><b>Section 15.10. Manner of Mailing Notice to Noteholders.</b> Any notice
or demand which by any provision of this Indenture is required or permitted
to be given or served by the Trustee or the Company to or on the Holders
of Notes, as the case may be, shall be given or served by first-class mail,
postage prepaid, addressed to the Holders of such Notes at their last addresses
as the same appear on the Note register referred to in Section 2.06, and
any such notice shall be deemed to be given or served by being deposited
in a post office letter box in the form and manner provided in this Section
15.10.
<p><b>In Witness Whereof,</b> Madison Gas and Electric Company has caused
this Indenture to be signed and acknowledged by its Chairman, President
and Chief Executive Officer and its Senior Vice President - Administration
and Corporate Secretary, and Bank One, N.A. has caused this Indenture to
be signed and acknowledged by one of its authorized signatories and its
corporate seal to be affixed hereunto, and the same to be attested by one
of its authorized signatories, as of the day and year first written above.
<p>MADISON GAS AND ELECTRIC COMPANY
<p>By_______________________________
<br>David C. Mebane
<br>Chairman, President and Chief Executive Officer
<p>By_______________________________
<br>Gary J. Wolter
<br>Senior Vice President - Administration and Corporate Secretary
<p>BANK ONE, N.A., as Trustee
<br>[Seal] By
<br>Name:
<br>Title:
<br>Attest:
<br>__________________________
<br>Name:
<br>Title:
<p>STATE OF WISCONSIN )
<br>) ss:
<br>COUNTY OF DANE )
<p>I, ________________________, a Notary Public in and for said County
and State aforesaid, do hereby certify that _________________________ of
Madison Gas and Electric Company, a Wisconsin corporation, and ________________
of said corporation, who are personally known to me to be the same persons
whose names are subscribed to the foregoing instrument and who are both
personally known to me to be ___________________________ and Secretary
of said corporation, respectively, appeared before me this day in person
and severally acknowledged that they this day signed and delivered the
said instrument as their free and voluntary act as such ___________________________
and Secretary, respectively, of said corporation and as the free and voluntary
act of said corporation, for the uses and purposes therein set forth, and
that the said instrument was signed and delivered on behalf of said corporation
by authority of its Board of Directors, and acknowledged said instrument
to be the free and voluntary act of said corporation.
<p>GIVEN under my hand and notarial seal this __________ day of ________,
1998.
<p>_____________________________ Notary Public
<p>My commission expires:
<br>STATE OF ________ )
<br>) ss:
<br>COUNTY OF ____ )
<p>I, _____________________________, a Notary Public in and for said County
and State aforesaid, do hereby certify that _________________________________
of Bank One, N.A., a national banking association organized and existing
under the laws of the United States of America, and ____________________
of said corporation, who are personally known to me to be the same persons
whose names are subscribed to the foregoing instrument and who are both
personally known to me to be an ________________________ and ___________________
of said corporation, appeared before me this day in person and severally
acknowledged that they this day signed, sealed and delivered the said instrument
as their free and voluntary act as such an ________________________ and
___________________, respectively, of said corporation, and as the free
and voluntary act of said corporation, for the uses and purposes therein
set forth, and that the seal affixed to said instrument is the corporate
seal of said corporation and that the said instrument was signed, sealed
and delivered on behalf of said corporation by authority of its By-laws,
and acknowledged said instrument to be the free and voluntary act of said
corporation.
<p>GIVEN under my hand and notarial seal this _____ day of ________, 1998.
<p>_____________________________
<p>Notary Public
<br>My commission expires:
<center>
<p><b>EXHIBIT A</b>
<br><b>Global Fixed Rate Note</b>
<br><b>MADISON GAS AND ELECTRIC COMPANY</b>
<br>Fixed Rate
<br>Medium-Term Note</center>

<p>Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the
Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co.,
or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
<p>The following summary of terms is subject to the provisions set forth
below:
<br> 
<table BORDER WIDTH="100%" >
<tr VALIGN=TOP>
<td>CUSIP: 
<p>ORIGINAL ISSUE DATE(S):
<p>PRINCIPAL AMOUNT:
<p>MATURITY DATE:
<p>INTEREST RATE:
<p>INTEREST PAYMENT DATES:
<p>RECORD DATES:
<p>OPTIONAL REDEMPTION:
<p>[] Yes [] No
<p>INITIAL REDEMPTION DATE:
<p>AMORTIZING NOTE:
<p>[] Yes [] No
<p>OPTION TO ELECT REPAYMENT:
<p>[] Yes [] No
<p>OPTIONAL EXTENSION OF
<p>ORIGINAL MATURITY DATE:
<p>[] Yes [] No</td>

<td>EXTENSION PERIOD:
<p>NUMBER OF EXTENSION PERIODS:
<p>FINAL MATURITY DATE:
<p>OPTIONAL INTEREST RESET:
<p>[] Yes [] No
<p>OPTIONAL INTEREST RESET
<p>DATES:
<p>ORIGINAL ISSUE DISCOUNT
<p>NOTE: [] Yes [] No
<p>ISSUE PRICE (percentage of principal):
<p>YIELD TO MATURITY:
<p>RENEWABLE AT OPTION OF HOLDER: 
<p>[] Yes [] No
<p>ANNEX ATTACHED (and incorporated by reference herein): [] Yes [] No</td>
</tr>
</TABLE>

<p>Madison Gas and Electric Company, a Wisconsin corporation (herein called
the "Company", which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received, hereby promises
to pay to
<br>______________________________________________________________
<br>or registered assigns the principal sum specified above, in such coin
or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, on the Maturity date
specified above and to pay interest thereon, in such coin or currency,
from and including the Original Issue Date (or if this Global Note has
two or more Original Issue Dates, interest shall, beginning on each such
Original Issue Date, begin to accrue for that part of the principal amount
to which such Original Issue Date is applicable) specified above, or from
and including the most recent Interest Payment Date specified above to
which interest has been paid or duly provided for, as the case may be.
Interest shall be paid in arrears semiannually on each Interest Payment
Date in each year commencing on (a) the first such Interest Payment Date
next succeeding the earliest Original Issue Date or Dates, or (b) if such
Original Issue Date is after a Record Date and prior to the first Interest
Payment Date, on the second Interest Payment Date, at the per annum Interest
Rate set forth above until Maturity and the principal hereof is paid or
made available for payment. The interest so payable and punctually paid
or duly provided for on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note is registered
at the close of business on the Record Date specified above next preceding
such Interest Payment Date; <u>provided</u>, <u>however</u>, that if an
Original Issue Date falls between a Record Date and the next Interest Payment
Date, the first payment of interest with respect to such Original Issue
Date will be paid on the second Interest Payment Date subsequent to such
Original Issue Date to the Person in whose name this Note is registered
at the close of business on the Record Date for such second Interest Payment
Date; and
<u>provided</u>, <u>further</u>, that interest payable on the
Maturity date or, if applicable, upon redemption, shall be payable to the
Person to whom principal shall be payable. Except as otherwise provided
in the Indenture, any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Record Date
and shall be paid to the Person in whose name this Note is registered at
the close of business on a Record Date for the payment of such defaulted
interest to be fixed by the Company, notice whereof shall be given to Noteholders
not less than fifteen days prior to such Record Date. Payment of the principal
of and any premium and interest on this Note shall be made on or before
10:30 A.M., New York City time or such other time as shall be agreed upon
between the Trustee and the Depositary, of the day on which such payment
is due, by wire transfer into the account specified by the Depositary;
<u>provided</u>,
<u>however</u>,
that as a condition to the payment at the Maturity date of any part of
the principal and any applicable premium of this Global Note, the Depositary
shall surrender, or cause to be surrendered, this Global Note to the Trustee.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but not any tax, assessment or governmental
charge imposed on the Holder of this Note.
<p>Under certain circumstances, this Global Note is exchangeable in whole
or from time to time in part for a definitive individual Note or Notes,
with the same Original Issue Date or Dates, Maturity date, Interest Rate
and redemption and other provisions as provided herein or in the Indenture.
<p>REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GLOBAL NOTE
SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
<p>Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.
<p>IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
<p>Dated: _______________________
<p>MADISON GAS AND ELECTRIC COMPANY
<p>By__________________________
<br>President
<p>TRUSTEE'S CERTIFICATE
<br>OF AUTHENTICATION
<br>By__________________________
<br>Secretary
<p>This is one of the Notes referred
<br>to in the within-mentioned Indenture.
<br>BANK ONE, N.A., as Trustee
<br>By__________________________
<br>Authorized Signatory
<center>
<p>MADISON GAS AND ELECTRIC COMPANY
<br>MEDIUM-TERM NOTE</center>

<p>This Global Note is one of, and a global security which represents Notes
which are part of, the duly authorized Notes of the Company (herein called
the "Notes"), issued and to be issued under an Indenture dated as of September
1, 1998 (herein called the "Indenture") between the Company and Bank One,
N.A., as Trustee (herein called the "Trustee", which term includes any
successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Noteholders, and of the terms upon which the
Notes are, and are to be, authenticated and delivered.
<p>Each Note shall be dated the date of its authentication by the Trustee.
Each Note shall also bear an Original Issue Date or Dates which with respect
to this Global Note (or any portion thereof) shall mean the date or dates
of the original issue of the Notes represented hereby as specified on the
face hereof, and such Original Issue Date or Dates shall remain the same
for all Notes subsequently issued upon transfer, exchange or substitution
of such original Note (or such subsequently issued Notes) regardless of
their dates of authentication. The Notes may bear different dates, mature
at different times, bear interest at different rates, be subject to different
redemption provisions, if any, and may otherwise vary, all as provided
in the Indenture.
<p>Interest on this Note will be payable on the Interest Payment Date or
Interest Payment Dates as specified on the face hereof and, in either case,
at Maturity. Unless otherwise specified on the face hereof, payments on
this Note with respect to any particular Interest Payment Date or the Maturity
date will include interest accrued from and including the applicable Original
Issue Date, or from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for, to but excluding
the particular Interest Payment Date or the Maturity date. Interest on
this Note will be computed and paid on the basis of a 360-day year of twelve
30-day months.
<p>Unless otherwise specified on the face hereof, if this Note is an Amortizing
Note, payments with respect to this Note will be applied first to interest
due and payable hereon and then to the reduction of the unpaid principal
amount hereof. If this Note is an Amortizing Note, a table setting forth
the schedule of dates and amounts of payments of principal of and interest
on this Note or the formula for the amortization of principal and/or interest
is set forth in an annex attached to this Note.
<p>All percentages resulting from any calculation with respect to this
Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (with five one-millionths of a percentage point rounded
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Note will be rounded to the nearest cent (with one-half
cent being rounded upward).
<p>"Business Day" means, unless otherwise specified on the face hereof,
any Monday, Tuesday, Wednesday, Thursday or Friday that in The City of
New York is not a day on which banking institutions are authorized or obligated
by law, regulation or executive order to close. If an Interest Payment
Date or Maturity for this Note falls on a day that is not a Business Day,
payment of principal, premium, if any, and interest to be made on such
day with respect to this Note will be made on the next day that is a Business
Day with the same force and effect as if made on the due date, and no additional
interest will be payable on the date of payment for the period from and
after the due date as a result of such delayed payment.
<p>This Note will be redeemable at the option of the Company prior to its
Stated Maturity only if an Initial Redemption Date is specified on the
face hereof. If so specified, this Note will be subject to redemption at
the option of the Company on any date on and after such Initial Redemption
Date in whole or from time to time in part in increments of $1,000 or integral
multiples thereof, at the redemption prices specified in an annex attached
to this Note, plus accrued and unpaid interest to but excluding the date
of redemption, but payments due with respect to this Note prior to the
date of redemption will be payable to the Holder of this Note of record
at the close of business on the relevant Record Date specified on the face
hereof, all as provided in the Indenture. The Company may exercise such
option by causing the Trustee to mail a notice of such redemption, at least
30 but not more than 60 calendar days prior to the date of redemption,
in accordance with the provisions of the Indenture. In the event of redemption
of this Note in part only, this Note will be cancelled and a new Note or
Notes representing the unredeemed portion hereof will be issued in the
name of the Holder hereof. This Note is not subject to a sinking fund unless
otherwise specified in an annex attached hereto.
<p>If so specified on the face of this Note, (i) this Note shall be subject
to repayment, in whole or in part, prior to Stated Maturity at the option
of the Holder on a certain date or dates and at a certain price or prices,
plus accrued and unpaid interest to but excluding the date of payment;
(ii) the Stated Maturity of this Note may be extended at the option of
the Company for one or more Extension Periods of from one to five years,
as specified on the face hereof, up to but not beyond the Final Maturity
Date specified on the face hereof; (iii) the interest rate specified on
the face hereof may be reset by the Company in accordance with a formula
or otherwise on the Optional Interest Reset Date or Dates specified on
the face hereof; and/or (iv) this Note shall be renewable at the option
of the Holder, in each case in accordance with the provisions of the Indenture
applicable thereto and/or as specified in an annex attached to this Note.
<p>Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note as specified on the face hereof, the amount
payable in the event the principal amount hereof is declared to be due
and payable immediately by reason of an Event of Default or in the event
of redemption or repayment hereof prior to the Stated Maturity hereof,
in lieu of the principal amount due at the Stated Maturity hereof, shall
be the Amortized Face Amount of this Note as of the date of declaration,
redemption or repayment, as the case may be. The "Amortized Face Amount"
of this Note shall be the amount equal to the principal amount of this
Note multiplied by the Issue Price specified on the face hereof plus (b)
the portion of the difference between the dollar amount thus obtained and
the principal amount hereof that has accreted at the Yield to Maturity
specified on the face hereof (computed in accordance with generally accepted
United States bond yield computation principles) to such date of declaration,
redemption or repayment but in no event shall the Amortized Face Amount
of this Note exceed the principal amount stated on the face hereof.
<p>The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Noteholders to be affected under the
Indenture at any time by the Company and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding that would be affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding, on behalf
of the Holders of all Notes, to waive compliance by the Company with certain
covenants in the Indenture. The Indenture also provides that the Holders
of not less than a majority in aggregate principal amount of the Notes
then outstanding may waive certain past defaults and their consequences
on behalf of the Holders of all Notes. Any such consent or waiver by the
Holder of this Global Note (if not timely revoked in accordance with the
Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders of this Global Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Global Note or
such Note.
<p>As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Notes will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing
default with respect to the Notes, the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding shall have
made written request, and offered reasonable indemnity, to the Trustee
to institute such proceeding as Trustee, and the Trustee shall have failed
to institute such proceeding within 60 days; <u>provided</u>, <u>however</u>,
that such limitations do not apply to a suit instituted by the Holder hereof
for the enforcement of payment of the principal of and any premium or interest
on this Global Note on or after the respective due dates expressed herein.
<p>THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY
OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
<p>If at any time the Depositary for this Global Note notifies the Company
that it is unwilling or unable to continue as Depositary for this Global
Note or if at any time the Depositary for this Global Note shall no longer
be registered as a clearing agency under the Securities Exchange Act of
1934, as amended, or any successor statute or regulation, the Company may
appoint a successor Depositary with respect to this Global Note. If (A)
a successor Depositary for this Global Note is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware
of such ineligibility, or (B) any Notes are represented by this Global
Note at a time when an Event of Default with respect to the Notes shall
have occurred and be continuing, then in each case the Company's election
to issue this Note in global form shall no longer be effective with respect
to this Global Note and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Notes in exchange for this Global Note, shall authenticate and make available
for delivery, individual Notes of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of this
Global Note in exchange for this Global Note.
<p>If agreed by the Company and the Depositary with respect to Notes issued
in the form of this Global Note, the Depositary for such Global Note shall
surrender this Global Note in exchange in whole or in part for individual
Notes of like tenor and terms in definitive form on such terms as are acceptable
to the Company and such Depositary. Thereupon the Company shall execute,
and the Trustee shall authenticate and make available for delivery, without
a service charge, (1) to each Person specified by such Depositary, a new
Note or Notes of like tenor and terms, and of any authorized denominations
as requested by such Person in aggregate principal amount equal to and
in exchange for the beneficial interest of such Person in this Global Note,
and (2) to such Depositary a new Global Note of like tenor and terms and
in a denomination equal to the difference, if any, between the principal
amount of this Global Note and the aggregate principal amount of Notes
delivered to Holders thereof.
<p>Under certain circumstances specified in the Indenture, the Depositary
may be required to surrender any two or more Global Notes which have identical
terms (but which may have differing Original Issue Dates) to the Trustee,
and the Company shall execute and the Trustee shall authenticate and deliver
to, or at the direction of, the Depositary a Global Note in principal amount
equal to the aggregate principal amount of, and with all terms identical
to, the Global Notes surrendered to the Trustee, and such new Global Note
shall indicate each applicable Original Issue Date and the principal amount
applicable to each such Original Issue Date.
<p>No reference herein to the Indenture and no provision of this Global
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium
and interest on this Global Note at the times, places and rates, and in
the coin or currency, herein prescribed.
<p>The Indenture contains provisions for the satisfaction and discharge
of the Indenture upon compliance by the Company with certain conditions
specified therein, which provisions apply to this Note.
<p>Prior to due presentment of this Global Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Global Note is registered as the owner
hereof for all purposes, whether or not this Global Note is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
<p>The Indenture and the Notes shall be governed by, and construed in accordance
with, the laws of the State of New York.
<p>All terms used in the Note which are defined in the Indenture but are
not defined in this Note shall have the meanings assigned to them in the
Indenture.
<center>
<p>OPTION TO ELECT REPAYMENT
<p>[To be completed only if this Note is repayable at the option
<br>of the Holder and the Holder elects to exercise such rights]</center>

<p>The undersigned owner of this Note hereby irrevocably elects to have
the Company repay (i) the principal amount of this Note or portion hereof
below designated at the applicable optional repayment price indicated on
an annex attached hereto plus accrued and unpaid interest to but excluding
the date of repayment, if this election is being made pursuant to the option
referred to under "Option to Elect Repayment" on the face hereof, or (ii)
100% of the principal amount of this Note plus accrued and unpaid interest
to but excluding the Optional Interest Reset Date, if this election is
being made following an exercise by the Company of the option referred
to under "Optional Interest Reset" on the face hereof, or to but excluding
the Pre-Exercise Stated Maturity Date (as defined in the Indenture), if
this election is being made following an exercise by the Company of the
option referred to under "Optional Extension of Original Maturity Date"
on the face hereof. If a portion of this Note is not being repaid pursuant
to clause (i) above, specify the principal amount to be repaid and the
denomination or denominations (which will be $1,000 or an integral multiple
thereof) of the Note or Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any specification, one
such Note will be issued for the portion not being repaid):
<p>Dated:
<br>Signature
<br>Sign exactly as name appears on the front of this Note
<br>Principal amount to be repaid if Indicate address where check amount
to be repaid is pursuant to be sent:
<br>to clause (i) above and is less than the entire principal amount of
this Note (principal amount remaining must be an authorized
<br>denomination)
<br>$ (Which must be an integral multiple of $1,000)
<br>Denomination or denominations of the SOCIAL SECURITY OR OTHER
<br>Note or Notes to be issued for the TAXPAYER ID NUMBER:
<br>portion of this Note not being
<br>repaid pursuant to clause (i) above:
<center>
<p>ABBREVIATIONS</center>

<p>The following abbreviations, when used in the inscription of the face
of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
<p>TEN COM - as tenants in common UNIT GIFT
<p>MIN ACT - _____Custodian_____
<p>TEN ENT - as tenants by the (Cust) (Minor)
<p>entireties Under Uniform Gifts
<p>to Minors Act
<p>JT TEN - as joint tenants with
<p>right of survivorship and
<p>not as tenants in common ___________________
<p>State
<p>Additional abbreviations may also be used though not in the above list.
<center>
<p>______________________
<p>FOR VALUE RECEIVED the undersigned hereby sell(s)
<p>assign(s) and transfer(s) unto</center>

<p>PLEASE INSERT SOCIAL SECURITY OR
<p>OTHER IDENTIFYING NUMBER OF ASSIGNEE
<p>_________________________________________________________________
<center>
<p>Please print or typewrite name and address
<p>including postal zip code of assignee</center>

<p>_________________________________________________________________
<p>the within note and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________
<p>_______________________ attorney to transfer said note on the books
of the Company, with full power of substitution in the premises.
<p>Dated:____________________
<p>___________________________________
<p>NOTICE: The signature(s) to this assignment must correspond with the
name(s) as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever. The signature(s)
must be guaranteed by an "eligible guarantor institution" that is a member
or participant in the Securities Transfer Agents Medallion Program, the
Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion
Program.
<center>
<p><b>EXHIBIT B</b>
<br><b>Fixed Rate Note</b>
<br><b>MADISON GAS AND ELECTRIC COMPANY</b>
<br>Fixed Rate
<br>Medium-Term Note</center>

<p>The following summary of terms is subject to the provisions set forth
below:
<br> 
<table BORDER WIDTH="100%" >
<tr VALIGN=TOP>
<td>CUSIP: 
<p>ORIGINAL ISSUE DATE:
<p>PRINCIPAL AMOUNT:
<p>MATURITY DATE:
<p>INTEREST RATE:
<p>INTEREST PAYMENT DATES:
<p>RECORD DATES:
<p>OPTIONAL REDEMPTION:
<p>[] Yes [] No
<p>INITIAL REDEMPTION DATE:
<p>AMORTIZING NOTE:
<p>[] Yes [] No
<p>OPTION TO ELECT REPAYMENT:
<p>[] Yes [] No
<p>OPTIONAL EXTENSION OF ORIGINAL MATURITY DATE:
<p>[] Yes [] No</td>

<td>EXTENSION PERIOD:
<p>NUMBER OF EXTENSION PERIODS:
<p>FINAL MATURITY DATE:
<p>OPTIONAL INTEREST RESET:
<p>[] Yes [] No
<p>OPTIONAL INTEREST RESET DATES:
<p>ORIGINAL ISSUE DISCOUNT NOTE:
<p>[] Yes [] No
<p>ISSUE PRICE (percentage of principal):
<p>YIELD TO MATURITY:
<p>RENEWABLE AT OPTION OF HOLDER:
<p>[] Yes [] No
<p>ANNEX ATTACHED (and incorporated by reference herein): [] Yes [] No</td>
</tr>
</TABLE>

<p>Madison Gas and Electric Company, a Wisconsin corporation (herein called
the "Company", which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received, hereby promises
to pay to
<br>______________________________________________________________
<br>or registered assigns the principal sum specified above, in such coin
to currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, on the Maturity date
specified above, and to pay interest thereon, in such coin or currency,
from and including the Original Issue Date specified above, or from the
most recent Interest Payment Date specified above to which interest has
been paid or duly provided for, as the case may be. Interest shall be paid
in arrears semiannually on each Interest Payment Date in each year commencing
on (a) the first such Interest Payment Date next succeeding the Original
Issue Date specified above, or (b) if such Original Issue Date is after
a Record Date and prior to the first Interest Payment Date, on the second
Interest Payment Date, at the per annum Interest Rate set forth above until
Maturity and the principal hereof is paid or made available for payment.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note is registered at the close of business on
the Record Date specified above next preceding such Interest Payment Date;
<u>provided</u>,
<u>however</u>,
that if the Original Issue Date falls between a Record Date and the next
Interest Payment Date, the first payment of interest will be paid on the
second Interest Payment Date subsequent to such Original Issue Date to
the Person in whose name this Note is registered at the close of business
on the Record Date for such second Interest Payment Date; and <u>provided</u>,
<u>further</u>,
that interest payable on the Maturity date, or, if applicable, upon redemption,
shall be payable to the Person to whom principal shall be payable. Except
as otherwise provided in the Indenture, any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder
on such Record Date and shall be paid to the Person in whose name this
Note is registered at the close of business on a Record Date for the payment
of such defaulted interest to be fixed by the Company, notice whereof shall
be given to Noteholders not less than fifteen days prior to such Record
Date. Payment of the principal of and any premium and interest on this
Note due at the Maturity of this Note shall be payable in immediately available
funds when due upon presentation and surrender of such Note at the Corporate
Trust Office of the Trustee in the Borough of Manhattan, The City of New
York; <u>provided</u> that this Note is presented to the Trustee in time
for the Trustee to make such payment in such funds in accordance with its
normal procedures. Accrued Interest on (and, if this Note is an Amortizing
Note, installments of principal of) this Note (other than Accrued Interest
or such installments payable at Maturity) shall be paid by a clearinghouse
funds check mailed on the Interest Payment Date; <u>provided</u>, <u>however</u>,
that if any Holder of Notes, the aggregate principal amount of which equals
or exceeds $10,000,000, provides a written request to the Trustee on or
before the applicable Record Date for such Interest Payment Date, Accrued
Interest (and such installments of principal) shall be paid by wire transfer
of immediately available funds to a bank within the continental United
States or by direct deposit into the account of such Holder if such account
is maintained with the Trustee. The Company will pay any administration
costs imposed by banks in connection with making payments by wire transfer,
but not any tax, assessment or governmental charge imposed upon the Holder
of this Note.
<p>REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
<p>Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.
<p>IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
<p>Dated: _______________________
<p>MADISON GAS AND ELECTRIC COMPANY
<p>By__________________________
<br>President
<p>TRUSTEE'S CERTIFICATE
<br>OF AUTHENTICATION
<br>By__________________________
<br>Secretary
<p>This is one of the Notes referred to in the within-mentioned Indenture.
<p>BANK ONE, N.A., as Trustee
<p>By__________________________
<p>Authorized Signatory
<center>
<p>MADISON GAS AND ELECTRIC COMPANY
<br>MEDIUM-TERM NOTE</center>

<p>This Note is one of the duly authorized Notes of the Company (herein
called the "Notes"), issued and to be issued under an Indenture dated as
of September 1, 1998 (herein called the "Indenture") between the Company
and Bank One, N.A., as Trustee (herein called the "Trustee", which term
includes any successor Trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Noteholders, and of the
terms upon which the Notes are, and are to be, authenticated and delivered.
<p>Each Note shall be dated the date of its authentication by the Trustee.
Each Note shall also bear an Original Issue Date which with respect to
this Note (or any portion thereof) shall mean the date of its original
issue as specified on the face hereof, and such Original Issue Date shall
remain the same for all Notes subsequently issued upon transfer, exchange
or substitution of such original Note (or such subsequently issued Notes)
regardless of their dates of authentication. The Notes may bear different
dates, mature at different times, bear interest at different rates, be
subject to different redemption provisions, if any, and may otherwise vary,
all as provided in the Indenture.
<p>Interest on this Note will be payable on the Interest Payment Date or
Interest Payment Dates as specified on the face hereof and, in either case,
at Maturity. Unless otherwise specified on the face hereof, payments on
this Note with respect to any particular Interest Payment Date or the Maturity
date will include interest accrued from and including the Original Issue
Date, or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, to but excluding the particular
Interest Payment Date or the Maturity date. Interest on this Note will
be computed and paid on the basis of a 360-day year of twelve 30-day months.
<p>Unless otherwise specified on the face hereof, if this Note is an Amortizing
Note, payments with respect to this Note will be applied first to interest
due and payable hereon and then to the reduction of the unpaid principal
amount hereof. If this Note is an Amortizing Note, a table setting forth
the schedule of dates and amounts of payments of principal of and interest
on this Note or the formula for the amortization of principal and/or interest
is set forth in an annex attached to this Note.
<p>All percentages resulting from any calculation with respect to this
Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (with five one-millionths of a percentage point rounded
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Note will be rounded to the nearest cent (with one-half
cent being rounded upward).
<p>"Business Day" means, unless otherwise specified on the face hereof,
any Monday, Tuesday, Wednesday, Thursday or Friday that in The City of
New York is not a day on which banking institutions are authorized or obligated
by law, regulation or executive order to close. If an Interest Payment
Date or Maturity for this Note falls on a day that is not a Business Day,
payment of principal, premium, if any, and interest to be made on such
day with respect to this Note will be made on the next day that is a Business
Day with the same force and effect as if made on the due date, and no additional
interest will be payable on the date of payment for the period from and
after the due date as a result of such delayed payment.
<p>This Note will be redeemable at the option of the Company prior to its
Stated Maturity only if an Initial Redemption Date is specified on the
face hereof. If so specified, this Note will be subject to redemption at
the option of the Company on any date on and after such Initial Redemption
Date in whole or from time to time in part in increments of $1,000 or integral
multiples thereof, at the redemption prices specified in an annex attached
to this Note, plus accrued and unpaid interest to but excluding the date
of redemption, but payments due with respect to this Note prior to the
date of redemption will be payable to the Holder of this Note of record
at the close of business on the relevant Record Date specified on the face
hereof, all as provided in the Indenture. The Company may exercise such
option by causing the Trustee to mail a notice of such redemption, at least
30 but not more than 60 calendar days prior to the date of redemption,
in accordance with the provisions of the Indenture. In the event of redemption
of this Note in part only, this Note will be cancelled and a new Note or
Notes representing the unredeemed portion hereof will be issued in the
name of the Holder hereof. This Note is not subject to a sinking fund unless
otherwise specified in an annex attached hereto.
<p>If so specified on the face of this Note, (i) this Note shall be subject
to repayment, in whole or in part, prior to Stated Maturity at the option
of the Holder on a certain date or dates and at a certain price or prices,
plus accrued and unpaid interest to but excluding the date of payment;
(ii) the Stated Maturity of this Note may be extended at the option of
the Company for one or more Extension Periods of from one to five years,
as specified on the face hereof, up to but not beyond the Final Maturity
Date specified on the face hereof; (iii) the interest rate specified on
the face hereof may be reset by the Company in accordance with a formula
or otherwise on the Optional Interest Reset Date or Dates specified on
the face hereof; and/or (iv) this Note shall be renewable at the option
of the Holder, in each case in accordance with the provisions of the Indenture
applicable thereto and/or as specified in an annex attached to this Note.
<p>Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note as specified on the face hereof, the amount
payable in the event the principal amount hereof is declared to be due
and payable immediately by reason of an Event of Default or in the event
of redemption or repayment hereof prior to the Stated Maturity hereof,
in lieu of the principal amount due at the Stated Maturity hereof, shall
be the Amortized Face Amount of this Note as of the date of declaration,
redemption or repayment, as the case may be. The "Amortized Face Amount"
of this Note shall be the amount equal to the principal amount of this
Note multiplied by the Issue Price specified on the face hereof plus (b)
the portion of the difference between the dollar amount thus obtained and
the principal amount hereof that has accreted at the Yield to Maturity
specified on the face hereof (computed in accordance with generally accepted
United States bond yield computation principles) to such date of declaration,
redemption or repayment but in no event shall the Amortized Face Amount
of this Note exceed the principal amount stated on the face hereof.
<p>The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Noteholders to be affected under the
Indenture at any time by the Company and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding that would be affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding, on behalf
of the Holders of all Notes, to waive compliance by the Company with certain
covenants in the Indenture. The Indenture also provides that the Holders
of not less than a majority in aggregate principal amount of the Notes
then outstanding may waive certain past defaults and their consequences
on behalf of the Holders of all Notes. Any such consent or waiver by the
Holder of this Global Note (if not timely revoked in accordance with the
Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Note or such Note.
<p>As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Notes will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing
default with respect to the Notes, the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding shall have
made written request, and offered reasonable indemnity, to the Trustee
to institute such proceeding as Trustee, and the Trustee shall have failed
to institute such proceeding within 60 days; <u>provided</u>, <u>however</u>,
that such limitations do not apply to a suit instituted by the Holder hereof
for the enforcement of payment of the principal of and any premium or interest
on this Note on or after the respective due dates expressed herein.
<p>No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium
and interest on this Note at the times, places and rates, and in the coin
or currency, herein prescribed.
<p>The Indenture contains provisions for the satisfaction and discharge
of the Indenture upon compliance by the Company with certain conditions
specified therein, which provisions apply to this Note.
<p>Unless otherwise specified in an annex attached hereto, the Notes are
issuable only in registered form, without coupons, in denominations of
$1,000 and integral multiples thereof. As provided in the Indenture and
subject to certain limitations specified therein, this Note may be exchanged
for one or more new Notes, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity and having the same terms
and Original Issue Date, as requested by the Holder surrendering this Note.
<p>As provided in the Indenture and subject to the limitations specified
therein, upon due presentment of this Note for registration of transfer
at an office or agency of the Trustee in the Borough of Manhattan, The
City of New York, maintained for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company
and the note registrar duly executed by, the Holder hereof or the attorney
of such Holder duly authorized in writing, the Company shall execute and
register or cause to be registered and the Trustee shall authenticate and
make available for delivery, in the name of the transferee or transferees
one or more new Notes of any authorized denominations and of a like aggregate
principal amount and Stated Maturity and having the same terms and Original
Issue Date.
<p>No service charge will be made for any such exchange or registration
of transfer, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
<p>Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
<p>The Indenture and the Notes shall be governed by, and construed in accordance
with, the laws of the State of New York.
<p>All terms used in the Note which are defined in the Indenture but are
not defined in this Note shall have the meanings assigned to them in the
Indenture.
<center>
<p>OPTION TO ELECT REPAYMENT
<p>[To be completed only if this Note is repayable at the option
<br>of the Holder and the Holder elects to exercise such rights]</center>

<p>The undersigned owner of this Note hereby irrevocably elects to have
the Company repay (i) the principal amount of this Note or portion hereof
below designated at the applicable optional repayment price indicated on
an annex attached hereto plus accrued and unpaid interest to but excluding
the date of repayment, if this election is being made pursuant to the option
referred to under "Option to Elect Repayment" on the face hereof, or (ii)
100% of the principal amount of this Note plus accrued and unpaid interest
to but excluding the Optional Interest Reset Date, if this election is
being made following an exercise by the Company of the option referred
to under "Optional Interest Reset" on the face hereof, or to but excluding
the Pre-Exercise Stated Maturity Date (as defined in the Indenture), if
this election is being made following an exercise by the Company of an
option referred to under "Optional Extension of Original Maturity Date"
on the face hereof. If a portion of this Note is not being repaid pursuant
to clause (i) above, specify the principal amount to be repaid and the
denomination or denominations (which will be $1,000 or an integral multiple
thereof) of the Note or Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any specification, one
such Note will be issued for the portion not being repaid):
<p>Dated:
<p>Signature
<p>Sign exactly as name appears on
<p>the front of this Note
<p>Principal amount to be repaid if Indicate address where check amount
to be repaid is pursuant to be sent:
<p>to clause (i) above and is less than the entire principal amount of
this Note (principal amount remaining must be an authorized
<br>denomination)
<p>$ (Which must be an integral multiple of $1,000)
<p>Denomination or denominations of the SOCIAL SECURITY OR OTHER
<p>Note or Notes to be issued for the TAXPAYER ID NUMBER:
<br>portion of this Note not being repaid pursuant to clause (i) above:
<center>
<p>ABBREVIATIONS</center>

<p>The following abbreviations, when used in the inscription of the face
of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
<p>TEN COM - as tenants in common UNIT GIFT
<p>MIN ACT - _____Custodian_____
<p>TEN ENT - as tenants by the (Cust) (Minor)
<p>entireties Under Uniform Gifts
<p>to Minors Act
<p>JT TEN - as joint tenants with
<p>right of survivorship and
<p>not as tenants in common ___________________
<p>State
<p>Additional abbreviations may also be used though not in the above list.
<center>
<p>______________________
<p>FOR VALUE RECEIVED the undersigned hereby sell(s)
<br>assign(s) and transfer(s) unto</center>

<p>PLEASE INSERT SOCIAL SECURITY OR
<p>OTHER IDENTIFYING NUMBER OF ASSIGNEE
<p>_______________________________________
<p>_______________________________________
<center>
<p>Please print or typewrite name and address
<br>including postal zip code of assignee</center>

<p>the within note and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________
<p>_______________________ attorney to transfer said note on the books
of the Company, with full power of substitution in the premises.
<p>Dated:____________________
<p>___________________________________
<p>NOTICE: The signature(s) to this assignment must correspond with the
name(s) as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever. The signature(s)
must be guaranteed by an "eligible guarantor institution" that is a member
or participant in the Securities Transfer Agents Medallion Program, the
Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion
Program.
<center>
<p><b>EXHIBIT C</b>
<br><b>Global Floating Rate Note</b>
<br><b>MADISON GAS AND ELECTRIC COMPANY</b>
<br>Floating Rate
<br>Medium-Term Note</center>

<p>Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the
Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co.,
or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
<p>The following summary of terms is subject to the provisions set forth
below:
<br> 
<table BORDER WIDTH="100%" >
<tr VALIGN=TOP>
<td>CUSIP: 
<p>ORIGINAL ISSUE DATE(S):
<p>PRINCIPAL AMOUNT:
<p>MATURITY DATE:
<p>INITIAL INTEREST RATE:
<p>INTEREST RATE BASIS OR BASE RATE (including any Designated LIBOR Page):
<p>INDEX MATURITY:
<p>INTEREST DETERMINATION DATES:
<p>INTEREST RESET PERIOD:
<p>INTEREST RESET DATES:
<p>SPREAD:
<p>SPREAD MULTIPLIER:
<p>MAXIMUM INTEREST RATE:
<p>MINIMUM INTEREST RATE:
<p>INTEREST PAYMENT DATES:
<p>RECORD DATES:
<p>OPTIONAL REDEMPTION:
<p>[] Yes [] No</td>

<td>INITIAL REDEMPTION DATE: 
<p>AMORTIZING NOTE:
<p>[] Yes [] No
<p>OPTION TO ELECT REPAYMENT:
<p>[] Yes [] No
<p>OPTIONAL EXTENSION OF ORIGINAL MATURITY DATE:
<p>[] Yes [] No
<p>EXTENSION PERIOD:
<p>NUMBER OF EXTENSION PERIODS:
<p>FINAL MATURITY DATE:
<p>OPTIONAL INTEREST RESET:
<p>[] Yes [] No
<p>OPTIONAL INTEREST RESET DATES:
<p>ORIGINAL ISSUE DISCOUNT NOTE:
<p>[] Yes [] No
<p>ISSUE PRICE (percentage of principal):
<p>YIELD TO MATURITY:
<p>RENEWABLE AT OPTION OF HOLDER:
<p>[] Yes [] No
<p>ANNEX ATTACHED (and incorporated by reference herein): [] Yes [] No</td>
</tr>
</TABLE>

<p>Madison Gas and Electric Company, a Wisconsin corporation (herein called
the "Company", which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received, hereby promises
to pay to
<br>______________________________________________________________
<br>or registered assigns the principal sum specified above, in such coin
or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, on the Maturity date
specified above and to pay interest thereon, in such coin or currency,
from and including the Original Issue Date (or if this Global Note has
two or more Original Issue Dates, interest shall, beginning on each such
Original Issue Date, begin to accrue for that part of the principal amount
to which such Original Issue Date is applicable) specified above, or from
and including the most recent Interest Payment Date specified above to
which interest has been paid or duly provided for, as the case may be.
Interest shall be paid in arrears monthly, quarterly, semiannually or annually
as specified above under Interest Payment Dates, on each Interest Payment
Date in each year and at Maturity, commencing on (a) the first such Interest
Payment Date next succeeding the earliest Original Issue Date or Dates,
or (b) if such Original Issue Date is after a Record Date and prior to
the first Interest Payment Date, on the second Interest Payment Date, at
a rate per annum equal to the Initial Interest Rate specified above until
the initial Interest Reset Date specified above, and thereafter at a rate
per annum determined in accordance with the provisions in the Indenture
for calculating the Interest Rate for Notes having the Interest Rate Basis
specified above, until Maturity and the principal hereof is paid or made
available for payment. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Note is registered at the close
of business on the Record Date specified above next preceding such Interest
Payment Date; <u>provided</u>, <u>however</u>, that if an Original Issue
Date falls between a Record Date and the next Interest Payment Date, the
first payment of interest with respect to such Original Issue Date will
be paid on the second Interest Payment Date subsequent to such Original
Issue Date to the Person in whose name this Note is registered at the close
of business on the Record Date for such second Interest Payment Date; and
<u>provided</u>,
<u>further</u>,
that interest payable on the Maturity date or, if applicable, upon redemption,
shall be payable to the Person to whom principal shall be payable. Except
as otherwise provided in the Indenture, any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder
on such Record Date and shall be paid to the Person in whose name this
Note is registered at the close of business on a Record Date for the payment
of such defaulted interest to be fixed by the Company, notice whereof shall
be given to Noteholders not less than fifteen days prior to such Record
Date. Payment of the principal of and any premium and interest on this
Note shall be made on or before 10:30 A.M., New York City time or such
other time as shall be agreed upon between the Trustee and the Depositary,
of the day on which such payment is due, by wire transfer into the account
specified by the Depositary;
<u>provided</u>, <u>however</u>, that as a
condition to the payment at the Maturity date of any part of the principal
and any applicable premium of this Global Note, the Depositary shall surrender,
or cause to be surrendered, this Global Note to the Trustee. The Company
will pay any administrative costs imposed by banks in connection with making
payments by wire transfer, but not any tax, assessment or governmental
charge imposed on the Holder of this Note.
<p>Under certain circumstances, this Global Note is exchangeable in whole
or from time to time in part for a definitive individual Note or Notes,
with the same Original Issue Date or Dates, Maturity date, Interest Rate
and redemption and other provisions as provided herein or in the Indenture.
<p>REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GLOBAL NOTE
SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
<p>Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.
<p>IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
<p>Dated: _______________________
<p>MADISON GAS AND ELECTRIC COMPANY
<p>By__________________________
<br>President
<p>TRUSTEE'S CERTIFICATE
<br>OF AUTHENTICATION
<br>By__________________________
<br>Secretary
<p>This is one of the Notes referred to in the within-mentioned Indenture.
<p>BANK ONE, N.A., as Trustee
<p>By__________________________
<p>Authorized Signatory
<center>
<p>MADISON GAS AND ELECTRIC COMPANY
<br>MEDIUM-TERM NOTE</center>

<p>This Global Note is one of, and a global security which represents Notes
which are part of, the duly authorized Notes of the Company (herein called
the "Notes"), issued and to be issued under an Indenture dated as of September
1, 1998 (herein called the "Indenture") between the Company and Bank One,
N.A., as Trustee (herein called the "Trustee", which term includes any
successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Noteholders, and of the terms upon which the
Notes are, and are to be, authenticated and delivered.
<p>Each Note shall be dated the date of its authentication by the Trustee.
Each Note shall also bear an Original Issue Date or Dates which with respect
to this Global Note (or any portion thereof) shall mean the date or dates
of the original issue of the Notes represented hereby as specified on the
face hereof, and such Original Issue Date or Dates shall remain the same
for all Notes subsequently issued upon transfer, exchange or substitution
of such original Note (or such subsequently issued Notes) regardless of
their dates of authentication. The Notes may bear different dates, mature
at different times, bear interest at different rates, be subject to different
redemption provisions, if any, and may otherwise vary, all as provided
in the Indenture.
<p>Interest on this Note will be payable on the Interest Payment Date or
Interest Payment Dates as specified on the face hereof and, in either case,
at Maturity. Unless otherwise specified on the face hereof, payments on
this Note with respect to any particular Interest Payment Date or the Maturity
date will include interest accrued from and including the applicable Original
Issue Date, or from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for, to but excluding
the particular Interest Payment Date or the Maturity date. Interest on
this Note shall be calculated for each day during such period by dividing
the interest rate applicable to such day by 360, if the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, LIBOR or Prime
Rate, or by the actual number of days in the year, if the Interest Rate
Basis specified on the face hereof is the Treasury Rate. Unless otherwise
provided in an annex attached hereto, the Trustee, acting in the capacity
of Calculation Agent, will calculate the Interest Rate on this Note. Upon
the request of any Holder of this Note, the Trustee shall provide to such
Holder the Interest Rate then in effect and, if then determined, the interest
rate that will become effective on the next Interest Reset Date with respect
to this Note. Each such determination of an Interest Rate will be final
and binding in the absence of manifest error.
<p>Unless otherwise specified in an annex attached hereto, if this Note
is an Amortizing Note, payments with respect to this Note will be applied
first to interest due and payable hereon and then to the reduction of the
unpaid principal amount hereof. If this Note is an Amortizing Note, a table
setting forth the schedule of dates and amounts of payments of principal
of and interest on this Note or the formula for the amortization of principal
and/or interest is set forth in an annex attached to this Note.
<p>All percentages resulting from any calculation with respect to this
Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (with five one-millionths of a percentage point rounded
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Note will be rounded to the nearest cent (with one-half
cent being rounded upward).
<p>"Business Day" means, unless otherwise specified on the face hereof,
any Monday, Tuesday, Wednesday, Thursday or Friday that in The City of
New York is not a day on which banking institutions are authorized or obligated
by law, regulation or executive order to close. If an Interest Payment
Date or Maturity for this Note falls on a day that is not a Business Day,
payment of principal, premium, if any, and interest to be made on such
day with respect to this Note will be made on the next day that is a Business
Day with the same force and effect as if made on the due date, and no additional
interest will be payable on the date of payment for the period from and
after the due date as a result of such delayed payment.
<p>This Note will be redeemable at the option of the Company prior to its
Stated Maturity only if an Initial Redemption Date is specified on the
face hereof. If so specified, this Note will be subject to redemption at
the option of the Company on any date on and after such Initial Redemption
Date in whole or from time to time in part in increments of $1,000 or integral
multiples thereof, at the redemption prices specified in an annex attached
to this Note, plus accrued and unpaid interest to but excluding the date
of redemption, but payments due with respect to this Note prior to the
date of redemption will be payable to the Holder of this Note of record
at the close of business on the relevant Record Date specified on the face
hereof, all as provided in the Indenture. The Company may exercise such
option by causing the Trustee to mail a notice of such redemption, at least
30 but not more than 60 calendar days prior to the date of redemption,
in accordance with the provisions of the Indenture. In the event of redemption
of this Note in part only, this Note will be cancelled and a new Note or
Notes representing the unredeemed portion hereof will be issued in the
name of the Holder hereof. This Note is not subject to a sinking fund unless
otherwise specified in an annex attached hereto.
<p>If so specified on the face of this Note, (i) this Note shall be subject
to repayment, in whole or in part, prior to Stated Maturity at the option
of the Holder on a certain date or dates and at a certain price or prices,
plus accrued and unpaid interest to but excluding the date of payment;
(ii) the Stated Maturity of this Note may be extended at the option of
the Company for one or more Extension Periods of from one to five years,
as specified on the face hereof, up to but not beyond the Final Maturity
Date specified on the face hereof; (iii) the interest rate specified on
the face hereof may be reset by the Company in accordance with a formula
or otherwise on the Optional Interest Reset Date or Dates specified on
the face hereof; and/or (iv) this Note shall be renewable at the option
of the Holder, in each case in accordance with the provisions of the Indenture
applicable thereto and/or as specified in an annex attached to this Note.
<p>The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Noteholders to be affected under the
Indenture at any time by the Company and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding that would be affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding, on behalf
of the Holders of all Notes, to waive compliance by the Company with certain
covenants in the Indenture. The Indenture also provides that the Holders
of not less than a majority in aggregate principal amount of the Notes
then outstanding may waive certain past defaults and their consequences
on behalf of the Holders of all Notes. Any such consent or waiver by the
Holder of this Global Note (if not timely revoked in accordance with the
Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders of this Global Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Global Note or
such Note.
<p>As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Notes will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing
default with respect to the Notes, the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding shall have
made written request, and offered reasonable indemnity, to the Trustee
to institute such proceeding as Trustee, and the Trustee shall have failed
to institute such proceeding within 60 days; <u>provided</u>, <u>however</u>,
that such limitations do not apply to a suit instituted by the Holder hereof
for the enforcement of payment of the principal of and any premium or interest
on this Global Note on or after the respective due dates expressed herein.
<p>THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY
OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
<p>If at any time the Depositary for this Global Note notifies the Company
that it is unwilling or unable to continue as Depositary for this Global
Note or if at any time the Depositary for this Global Note shall no longer
be registered as a clearing agency under the Securities Exchange Act of
1934, as amended, or any successor statute or regulation, the Company may
appoint a successor Depositary with respect to this Global Note. If (A)
a successor Depositary for this Global Note is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware
of such ineligibility, or (B) any Notes are represented by this Global
Note at a time when an Event of Default with respect to the Notes shall
have occurred and be continuing, then in each case the Company's election
to issue this Note in global form shall no longer be effective with respect
to this Global Note and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Notes in exchange for this Global Note, shall authenticate and make available
for delivery, individual Notes of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of this
Global Note in exchange for this Global Note.
<p>If agreed by the Company and the Depositary with respect to Notes issued
in the form of this Global Note, the Depositary for such Global Note shall
surrender this Global Note in exchange in whole or in part for individual
Notes of like tenor and terms in definitive form on such terms as are acceptable
to the Company and such Depositary. Thereupon the Company shall execute,
and the Trustee shall authenticate and make available for delivery, without
a service charge, (1) to each Person specified by such Depositary, a new
Note or Notes of like tenor and terms, and of any authorized denominations
as requested by such Person in aggregate principal amount equal to and
in exchange for the beneficial interest of such Person in this Global Note,
and (2) to such Depositary a new Global Note of like tenor and terms and
in a denomination equal to the difference, if any, between the principal
amount of this Global Note and the aggregate principal amount of Notes
delivered to Holders thereof.
<p>Under certain circumstances specified in the Indenture, the Depositary
may be required to surrender any two or more Global Notes which have identical
terms (but which may have differing Original Issue Dates) to the Trustee,
and the Company shall execute and the Trustee shall authenticate and deliver
to, or at the direction of, the Depositary a Global Note in principal amount
equal to the aggregate principal amount of, and with all terms identical
to, the Global Notes surrendered to the Trustee, and such new Global Note
shall indicate each applicable Original Issue Date and the principal amount
applicable to each such Original Issue Date.
<p>No reference herein to the Indenture and no provision of this Global
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium
and interest on this Global Note at the times, places and rates, and in
the coin or currency, herein prescribed.
<p>The Indenture contains provisions for the satisfaction and discharge
of the Indenture upon compliance by the Company with certain conditions
specified therein, which provisions apply to this Note.
<p>Prior to due presentment of this Global Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Global Note is registered as the owner
hereof for all purposes, whether or not this Global Note is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
<p>The Indenture and the Notes shall be governed by, and construed in accordance
with, the laws of the State of New York.
<p>All terms used in the Note which are defined in the Indenture but are
not defined in this Note shall have the meanings assigned to them in the
Indenture.
<center>
<p>OPTION TO ELECT REPAYMENT
<p>[To be completed only if this Note is repayable at the option
<br>of the Holder and the Holder elects to exercise such rights]</center>

<p>The undersigned owner of this Note hereby irrevocably elects to have
the Company repay (i) the principal amount of this Note or portion hereof
below designated at the applicable optional repayment price indicated on
an annex attached hereto plus accrued and unpaid interest to but excluding
the date of repayment, if this election is being made pursuant to the option
referred to under "Option to Elect Repayment" on the face hereof, or (ii)
100% of the principal amount of this Note plus accrued and unpaid interest
to but excluding the Optional Interest Reset Date, if this election is
being made following an exercise by the Company of the option referred
to under "Optional Interest Reset" on the face hereof, or to but excluding
the Pre-Exercise Stated Maturity Date (as defined in the Indenture), if
this election is being made following an exercise by the Company of the
option referred to under "Optional Extension of Original Maturity Date"
on the face hereof. If a portion of this Note is not being repaid pursuant
to clause (i) above, specify the principal amount to be repaid and the
denomination or denominations (which will be $1,000 or an integral multiple
thereof) of the Note or Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any specification, one
such Note will be issued for the portion not being repaid):
<p>Dated:
<p>Signature
<p>Sign exactly as name appears on the front of this Note
<p>Principal amount to be repaid if Indicate address where check amount
to be repaid is pursuant to be sent:
<p>to clause (i) above and is less than the entire principal amount of
this Note (principal amount remaining must be an authorized
<br>denomination)
<p>$ (Which must be an integral multiple of $1,000)
<p>Denomination or denominations of the SOCIAL SECURITY OR OTHER
<p>Note or Notes to be issued for the TAXPAYER ID NUMBER:
<p>portion of this Note not being repaid pursuant to clause (i) above:
<center>
<p>ABBREVIATIONS</center>

<p>The following abbreviations, when used in the inscription of the face
of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
<p>TEN COM - as tenants in common UNIT GIFT
<p>MIN ACT - _____Custodian_____
<p>TEN ENT - as tenants by the (Cust) (Minor)
<p>entireties Under Uniform Gifts
<p>to Minors Act
<p>JT TEN - as joint tenants with
<p>right of survivorship and
<p>not as tenants in common ___________________
<p>State
<p>Additional abbreviations may also be used though not in the above list.
<center>
<p>______________________
<p>FOR VALUE RECEIVED the undersigned hereby sell(s)
<p>assign(s) and transfer(s) unto</center>

<p>PLEASE INSERT SOCIAL SECURITY OR
<p>OTHER IDENTIFYING NUMBER OF ASSIGNEE
<p>_________________________________________________________________
<center>
<p>Please print or typewrite name and address
<p>including postal zip code of assignee</center>

<p>_________________________________________________________________
<p>the within note and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________
<p>_______________________ attorney to transfer said note on the books
of the Company, with full power of substitution in the premises.
<p>Dated:____________________
<p>___________________________________
<p>NOTICE: The signature(s) to this assignment must correspond with the
name(s) as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever. The signature(s)
must be guaranteed by an "eligible guarantor institution" that is a member
or participant in the Securities Transfer Agents Medallion Program, the
Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion
Program.
<center>
<p><b>EXHIBIT D</b>
<br><b>Floating Rate Note</b>
<br><b>MADISON GAS AND ELECTRIC COMPANY</b>
<br>Floating Rate
<br>Medium-Term Note</center>

<p>The following summary of terms is subject to the provisions set forth
below:
<br> 
<table BORDER WIDTH="100%" >
<tr VALIGN=TOP>
<td>CUSIP: 
<p>ORIGINAL ISSUE DATE:
<p>PRINCIPAL AMOUNT:
<p>MATURITY DATE:
<p>INITIAL INTEREST RATE:
<p>INTEREST RATE BASIS OR BASE RATE (including any Designated LIBOR Page):
<p>INDEX MATURITY:
<p>INTEREST DETERMINATION DATES:
<p>INTEREST RESET PERIOD:
<p>INTEREST RESET DATES:
<p>SPREAD:
<p>SPREAD MULTIPLIER:
<p>MAXIMUM INTEREST RATE:
<p>MINIMUM INTEREST RATE:
<p>INTEREST PAYMENT DATES:
<p>RECORD DATES:
<p>OPTIONAL REDEMPTION:
<p>Yes No</td>

<td>INITIAL REDEMPTION DATE: 
<p>AMORTIZING NOTE:
<p>Yes No
<p>OPTION TO ELECT REPAYMENT:
<p>Yes No
<p>OPTIONAL EXTENSION OF ORIGINAL MATURITY DATE:
<p>Yes No
<p>EXTENSION PERIOD:
<p>NUMBER OF EXTENSION PERIODS:
<p>FINAL MATURITY DATE:
<p>OPTIONAL INTEREST RESET:
<p>Yes No
<p>OPTIONAL INTEREST RESET DATES:
<p>ORIGINAL ISSUE DISCOUNT NOTE:
<p>Yes No
<p>ISSUE PRICE (percentage of principal):
<p>YIELD TO MATURITY:
<p>RENEWABLE AT OPTION OF HOLDER:
<p>Yes No
<p>ANNEX ATTACHED (and incorporated by reference herein): Yes No</td>
</tr>
</TABLE>

<p>Madison Gas and Electric Company, a Wisconsin corporation (herein called
the "Company", which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received, hereby promises
to pay to
<br>______________________________________________________________
<br>or registered assigns the principal sum specified above, in such coin
to currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, on the Maturity date
specified above, and to pay interest thereon, in such coin or currency,
from and including the Original Issue Date specified above, or from the
most recent Interest Payment Date specified above to which interest has
been paid or duly provided for, as the case may be. Interest shall be paid
in arrears monthly, quarterly, semiannually or annually as specified above
under Interest Payment Dates, on each Interest Payment Date in each year
and at Maturity, commencing on (a) the first such Interest Payment Date
next succeeding the Original Issue Date specified above, or (b) if such
Original Issue Date is after a Record Date and prior to the first Interest
Payment Date, on the second Interest Payment Date, at a rate per annum
equal to the Initial Interest Rate specified above until the initial Interest
Reset Date specified above, and thereafter at a rate per annum determined
in accordance with the provisions in the Indenture for calculating the
Interest Rate for Notes having the Interest Rate Basis specified above,
until Maturity and the principal hereof is paid or made available for payment.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note is registered at the close of business on
the Record Date specified above next preceding such Interest Payment Date;
<u>provided</u>,
<u>however</u>,
that if the Original Issue Date falls between a Record Date and the next
Interest Payment Date, the first payment of interest will be paid on the
second Interest Payment Date subsequent to such Original Issue Date to
the Person in whose name this Note is registered at the close of business
on the Record Date for such second Interest Payment Date; and
<u>provided</u>,
<u>further</u>, that interest payable on the Maturity date, or, if applicable,
upon redemption, shall be payable to the Person to whom principal shall
be payable. Except as otherwise provided in the Indenture, any such interest
not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Record Date and shall be paid to the Person
in whose name this Note is registered at the close of business on a Record
Date for the payment of such defaulted interest to be fixed by the Company,
notice whereof shall be given to Noteholders not less than fifteen days
prior to such Record Date. Payment of the principal of and any premium
and interest on this Note due at the Maturity of this Note shall be payable
in immediately available funds when due upon presentation and surrender
of such Note at the Corporate Trust Office of the Trustee in the Borough
of Manhattan, The City of New York;
<u>provided</u> that this Note is presented
to the Trustee in time for the Trustee to make such payment in such funds
in accordance with its normal procedures. Accrued Interest on (and, if
this Note is an Amortizing Note, installments of principal of) this Note
(other than Accrued Interest or such installments payable at Maturity)
shall be paid by a clearinghouse funds check mailed on the Interest Payment
Date; <u>provided</u>, <u>however</u>, that if any Holder of Notes, the
aggregate principal amount of which equals or exceeds $10,000,000, provides
a written request to the Trustee on or before the applicable Record Date
for such Interest Payment Date, Accrued Interest (and such installments
of principal) shall be paid by wire transfer of immediately available funds
to a bank within the continental United States or by direct deposit into
the account of such Holder if such account is maintained with the Trustee.
The Company will pay any administration costs imposed by banks in connection
with making payments by wire transfer, but not any tax, assessment or governmental
charge imposed upon the Holder of this Note.
<p>REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
<p>Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.
<p>IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
<p>Dated: _______________________
<p>MADISON GAS AND ELECTRIC COMPANY
<p>By__________________________
<br>President
<p>TRUSTEE'S CERTIFICATE
<br>OF AUTHENTICATION
<br>By__________________________
<br>Secretary
<p>This is one of the Notes referred to in the within-mentioned Indenture.
<p>BANK ONE, N.A., as Trustee
<p>By__________________________
<p>Authorized Signatory
<center>
<p>MADISON GAS AND ELECTRIC COMPANY
<br>MEDIUM-TERM NOTE</center>

<p>This Note is one of the duly authorized Notes of the Company (herein
called the "Notes"), issued and to be issued under an Indenture dated as
of September 1, 1998 (herein called the "Indenture") between the Company
and Bank One, N.A., as Trustee (herein called the "Trustee", which term
includes any successor Trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Noteholders, and of the
terms upon which the Notes are, and are to be, authenticated and delivered.
<p>Each Note shall be dated the date of its authentication by the Trustee.
Each Note shall also bear an Original Issue Date which with respect to
this Note (or any portion thereof) shall mean the date of its original
issue as specified on the face hereof, and such Original Issue Date shall
remain the same for all Notes subsequently issued upon transfer, exchange
or substitution of such original Note (or such subsequently issued Notes)
regardless of their dates of authentication. The Notes may bear different
dates, mature at different times, bear interest at different rates, be
subject to different redemption provisions, if any, and may otherwise vary,
all as provided in the Indenture.
<p>Interest on this Note will be payable on the Interest Payment Date or
Interest Payment Dates as specified on the face hereof and, in either case,
at Maturity. Unless otherwise specified on the face hereof, payments on
this Note with respect to any particular Interest Payment Date or the Maturity
date will include interest accrued from and including the Original Issue
Date, or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, to but excluding such Interest
Payment Date or the Maturity date. Interest on this Note shall be calculated
for each day during such period by dividing the interest rate applicable
to such day by 360, if the Interest Rate Basis specified on the face hereof
is the Commercial Paper Rate, LIBOR or Prime Rate, or by the actual number
of days in the year, if the Interest Rate Basis specified on the face hereof
is the Treasury Rate. Unless otherwise provided in an annex attached hereto,
the Trustee, acting in the capacity of Calculation Agent, will calculate
the Interest Rate on this Note. Upon the request of any Holder of this
Note, the Trustee shall provide to such Holder the Interest Rate then in
effect and, if then determined, the interest rate that will become effective
on the next Interest Reset Date with respect to this Note. Each such determination
of an Interest Rate will be final and binding in the absence of manifest
error.
<p>Unless otherwise specified in an annex attached hereto, if this Note
is an Amortizing Note, payments with respect to this Note will be applied
first to interest due and payable hereon and then to the reduction of the
unpaid principal amount hereof. If this Note is an Amortizing Note, a table
setting forth the schedule of dates and amounts of payments of principal
of and interest on this Note or the formula for the amortization of principal
and/or interest is set forth in an annex attached to this Note.
<p>All percentages resulting from any calculation with respect to this
Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (with five one-millionths of a percentage point rounded
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Note will be rounded to the nearest cent (with one-half
cent being rounded upward).
<p>"Business Day" means, unless otherwise specified on the face hereof,
any Monday, Tuesday, Wednesday, Thursday or Friday that in The City of
New York is not a day on which banking institutions are authorized or obligated
by law, regulation or executive order to close. If an Interest Payment
Date or Maturity for this Note falls on a day that is not a Business Day,
payment of principal, premium, if any, and interest to be made on such
day with respect to this Note will be made on the next day that is a Business
Day with the same force and effect as if made on the due date, and no additional
interest will be payable on the date of payment for the period from and
after the due date as a result of such delayed payment.
<p>This Note will be redeemable at the option of the Company prior to its
Stated Maturity only if an Initial Redemption Date is specified on the
face hereof. If so specified, this Note will be subject to redemption at
the option of the Company on any date on and after such Initial Redemption
Date in whole or from time to time in part in increments of $1,000 or integral
multiples thereof, at the redemption prices specified in an annex attached
to this Note, plus accrued and unpaid interest to but excluding the date
of redemption, but payments due with respect to this Note prior to the
date of redemption will be payable to the Holder of this Note of record
at the close of business on the relevant Record Date specified on the face
hereof, all as provided in the Indenture. The Company may exercise such
option by causing the Trustee to mail a notice of such redemption, at least
30 but not more than 60 calendar days prior to the date of redemption,
in accordance with the provisions of the Indenture. In the event of redemption
of this Note in part only, this Note will be cancelled and a new Note or
Notes representing the unredeemed portion hereof will be issued in the
name of the Holder hereof. This Note is not subject to a sinking fund unless
otherwise specified in an annex attached hereto.
<p>If so specified on the face of this Note, (i) this Note shall be subject
to repayment, in whole or in part, prior to Stated Maturity at the option
of the Holder on a certain date or dates and at a certain price or prices,
plus accrued and unpaid interest to but excluding the date of payment;
(ii) the Stated Maturity of this Note may be extended at the option of
the Company for one or more Extension Periods of from one to five years,
as specified on the face hereof, up to but not beyond the Final Maturity
Date specified on the face hereof; (iii) the interest rate specified on
the face hereof may be reset by the Company in accordance with a formula
or otherwise on the Optional Interest Reset Date or Dates specified on
the face hereof; and/or (iv) this Note shall be renewable at the option
of the Holder, in each case in accordance with the provisions of the Indenture
applicable thereto and/or as specified in an annex attached to this Note.
<p>The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Noteholders to be affected under the
Indenture at any time by the Company and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding that would be affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding, on behalf
of the Holders of all Notes, to waive compliance by the Company with certain
covenants in the Indenture. The Indenture also provides that the Holders
of not less than a majority in aggregate principal amount of the Notes
then outstanding may waive certain past defaults and their consequences
on behalf of the Holders of all Notes. Any such consent or waiver by the
Holder of this Global Note (if not timely revoked in accordance with the
Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Note or such Note.
<p>As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Notes will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing
default with respect to the Notes, the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding shall have
made written request, and offered reasonable indemnity, to the Trustee
to institute such proceeding as Trustee, and the Trustee shall have failed
to institute such proceeding within 60 days; <u>provided</u>, <u>however</u>,
that such limitations do not apply to a suit instituted by the Holder hereof
for the enforcement of payment of the principal of and any premium or interest
on this Note on or after the respective due dates expressed herein.
<p>No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium
and interest on this Note at the times, places and rates, and in the coin
or currency, herein prescribed.
<p>The Indenture contains provisions for the satisfaction and discharge
of the Indenture upon compliance by the Company with certain conditions
specified therein, which provisions apply to this Note.
<p>Unless otherwise specified in an annex attached hereto, the Notes are
issuable only in registered form, without coupons, in denominations of
$1,000 and integral multiples thereof. As provided in the Indenture and
subject to certain limitations specified therein, this Note may be exchanged
for one or more new Notes, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity and having the same terms
and Original Issue Date, as requested by the Holder surrendering this Note.
<p>As provided in the Indenture and subject to the limitations specified
therein, upon due presentment of this Note for registration of transfer
at an office or agency of the Trustee in the Borough of Manhattan, The
City of New York, maintained for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company
and the note registrar duly executed by, the Holder hereof or the attorney
of such Holder duly authorized in writing, the Company shall execute and
register or cause to be registered and the Trustee shall authenticate and
make available for delivery, in the name of the transferee or transferees
one or more new Notes of any authorized denominations and of a like aggregate
principal amount and Stated Maturity and having the same terms and Original
Issue Date.
<p>No service charge will be made for any such exchange or registration
of transfer, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
<p>Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
<p>The Indenture and the Notes shall be governed by, and construed in accordance
with, the laws of the State of New York.
<p>All terms used in the Note which are defined in the Indenture but are
not defined in this Note shall have the meanings assigned to them in the
Indenture.
<center>
<p>OPTION TO ELECT REPAYMENT
<p>[To be completed only if this Note is repayable at the option
<br>of the Holder and the Holder elects to exercise such rights]</center>

<p>The undersigned owner of this Note hereby irrevocably elects to have
the Company repay (i) the principal amount of this Note or portion hereof
below designated at the applicable optional repayment price indicated on
an annex attached hereto plus accrued and unpaid interest to but excluding
the date of repayment, if this election is being made pursuant to the option
referred to under "Option to Elect Repayment" on the face hereof, or (ii)
100% of the principal amount of this Note plus accrued and unpaid interest
to but excluding the Optional Interest Reset Date, if this election is
being made following an exercise by the Company of the option referred
to under "Optional Interest Reset" on the face hereof, or to but excluding
the Pre-Exercise Stated Maturity Date (as defined in the Indenture), if
this election is being made following an exercise by the Company of an
option referred to under "Optional Extension of Original Maturity Date"
on the face hereof. If a portion of this Note is not being repaid pursuant
to clause (i) above, specify the principal amount to be repaid and the
denomination or denominations (which will be $1,000 or an integral multiple
thereof) of the Note or Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any specification, one
such Note will be issued for the portion not being repaid):
<p>Dated:
<p>Signature
<p>Sign exactly as name appears on the front of this Note
<p>Principal amount to be repaid if Indicate address where check amount
to be repaid is pursuant to be sent:
<p>to clause (i) above and is less han the entire principal amount of this
Note (principal amount remaining must be an authorized
<br>denomination)
<p>$ (Which must be an integral multiple of $1,000)
<p>Denomination or denominations of the SOCIAL SECURITY OR OTHER
<p>Note or Notes to be issued for the TAXPAYER ID NUMBER:
<p>portion of this Note not being repaid pursuant to clause (i) above:
<center>
<p>ABBREVIATIONS</center>

<p>The following abbreviations, when used in the inscription of the face
of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
<p>TEN COM - as tenants in common UNIT GIFT
<p>MIN ACT - _____Custodian_____
<p>TEN ENT - as tenants by the (Cust) (Minor)
<p>entireties Under Uniform Gifts
<p>to Minors Act
<p>JT TEN - as joint tenants with
<p>right of survivorship and
<p>not as tenants in common ___________________
<p>State
<p>Additional abbreviations may also be used though not in the above list.
<center>
<p>______________________
<p>FOR VALUE RECEIVED the undersigned hereby sell(s)
<br>assign(s) and transfer(s) unto</center>

<p>PLEASE INSERT SOCIAL SECURITY OR
<p>OTHER IDENTIFYING NUMBER OF ASSIGNEE
<p>_______________________________________
<p>_______________________________________
<p>_________________________________________________________________
<center>
<p>Please print or typewrite name and address
<p>including postal zip code of assignee</center>

<p>_________________________________________________________________
<p>the within note and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________
<p>_______________________ attorney to transfer said note on the books
of the Company, with full power of substitution in the premises.
<p>Dated:____________________
<p>___________________________________
<p>NOTICE: The signature(s) to this assignment must correspond with the
name(s) as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever. The signature(s)
must be guaranteed by an "eligible guarantor institution" that is a member
or participant in the Securities Transfer Agents Medallion Program, the
Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion
Program.
</body>
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