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(FORM OF)  


 SOUTHERN UNION COMPANY  


 WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Depositary  


 AND  


 THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS

DESCRIBED HEREIN  





 DEPOSIT AGREEMENT
  












 
 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	PARTIES	 	1
	RECITALS	 	1
	

ARTICLE I

Definitions
	

Certificate	
 	

1
	Company	 	1
	Deposit Agreement	 	1
	Depositary	 	1
	Depositary Shares	 	1
	Depositary's Agent	 	1
	Depositary's Office	 	2
	Receipt	 	2
	Record Holder	 	2
	Registrar	 	2
	Stock	 	2
	Transfer Agent	 	2
	
ARTICLE II

Form of Receipts, Deposit of Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts
	

SECTION 2.01.	
 	

Form and Transfer of Receipts	
 	

2
	SECTION 2.02.	 	Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof.	 	3
	SECTION 2.03.	 	Redemption of Stock 4	 	 
	SECTION 2.04.	 	Registration of Transfer of Receipts	 	6
	SECTION 2.05.	 	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock	 	6
	SECTION 2.06.	 	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	 	7
	SECTION 2.07.	 	Lost Receipts, etc.	 	7
	SECTION 2.08.	 	Cancellation and Destruction of Surrendered Receipts	 	7
	SECTION 2.09.	 	Liquidation, Dissolution or Winding up of the Affairs of the Company	 	8
	
ARTICLE III

Certain Obligations of Holders of Receipts and the Company
	

SECTION 3.01.	
 	

Filing Proofs, Certificates and Other Information 8	
 	

 
	SECTION 3.02.	 	Payment of Taxes or Other Governmental Charges	 	8
	SECTION 3.03.	 	Warranty as to Stock and Receipts	 	8
	
ARTICLE IV

The Deposited Securities; Notices
	

SECTION 4.01.	
 	

Cash Distributions	
 	

9
	SECTION 4.02.	 	Distributions Other Than Cash, Rights, Preferences or Privileges	 	9
	SECTION 4.03.	 	Subscription Rights, Preferences or Privileges	 	10
	SECTION 4.04.	 	Notice of Dividends; Fixing of Record Date for Holders of Receipts	 	10
	SECTION 4.05.	 	Voting Rights	 	11
	SECTION 4.06.	 	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	 	11
	 	 	 	 	 





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	SECTION 4.07.	 	Inspection of Reports	 	12
	SECTION 4.08.	 	Lists of Receipt Holders	 	12
	
ARTICLE V The Depositary, the Depositary's Agents, the Registrar and the Company
	

]SECTION 5.01.	
 	

Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar	
 	

12
	SECTION 5.02.	 	Prevention of or Delay in Performance by the Depositary, the Depositary's Agents, the Registrar or the Company	 	13
	SECTION 5.03.	 	Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company	 	13
	SECTION 5.04.	 	Resignation and Removal of the Depositary; Appointment of Successor Depositary	 	14
	SECTION 5.05.	 	Corporate Notices and Reports	 	15
	SECTION 5.06.	 	Indemnification by the Company	 	15
	SECTION 5.07.	 	Charges and Expenses	 	15
	
ARTICLE VI Amendment and Termination
	

SECTION 6.01.	
 	

Amendment	
 	

16
	SECTION 6.02.	 	Termination	 	16
	
ARTICLE VII Miscellaneous
	

SECTION 7.01.	
 	

Counterparts	
 	

17
	SECTION 7.02.	 	Exclusive Benefit of Parties	 	17
	SECTION 7.03.	 	Invalidity of Provisions	 	17
	SECTION 7.04.	 	Notices	 	17
	SECTION 7.05.	 	Depositary's Agents 18	 	 
	SECTION 7.06.	 	Holders of Receipts Are Parties	 	18
	SECTION 7.07.	 	Governing Law	 	18
	SECTION 7.08.	 	Inspection of Deposit Agreement	 	18
	SECTION 7.09.	 	Headings	 	18
	SECTION 7.10.	 	Power and Authority	 	18




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        DEPOSIT AGREEMENT dated as of October    , 2003 among SOUTHERN UNION COMPANY, a Delaware corporation, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking
association, and the holders from time to time of the Receipts described herein. 


        WHEREAS
it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of 7.55% Noncumulative Preferred Stock, Series A, without par
value, of Southern Union Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the
Stock so deposited; and 


        WHEREAS
the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this
Deposit Agreement; 


        NOW,
THEREFORE, in consideration of the premises, the parties hereto agree as follows: 


ARTICLE I


Definitions 


        The
following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement: 


        "Certificate"shall
mean the certificate of designations, preferences and rights filed with the Secretary of State of Delaware establishing the Stock as a series of preferred stock of the
Company. 


        "Company"shall
mean Southern Union Company, a Delaware corporation, and its successors. 


        "Deposit
Agreement" shall mean this Deposit Agreement, as amended or supplemented from time to time. 


        "Depositary"shall
mean Wells Fargo Bank Minnesota, National Association, and any successor as Depositary hereunder. 


        "Depositary
Shares"shall mean Depositary Shares, each representing one-tenth of a share of Stock and evidenced by a Receipt. 


        "Depositary's
Agent"shall mean an agent appointed by the Depositary pursuant to Section 7.05. 



        "Depositary's
Office"shall mean the principal office of the Depositary in South St. Paul, Minnesota (with drop-box services in New York, New York), at which at any particular
time its depositary receipt business shall be administered. 


        "Receipt"shall
mean one of the Depositary Receipts (each evidencing one Depositary Share) issued hereunder, whether in definitive or temporary form. 


        "Record
Holder"as applied to a Depositary Share or Receipt shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose. 



        "Registrar"shall
mean any entity, which shall be appointed to register ownership and transfers of Receipts as herein provided. 


        "Stock"shall
mean shares of the Company's 7.55% Noncumulative Preferred Stock, Series A, without par value, having a liquidation preference of $250, subject to adjustment pursuant
to Section 4.06. 


        "Transfer
Agent"shall mean any entity, which shall be appointed to serve as transfer agent for the Depositary Shares. 


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ARTICLE II


Form
of Receipts, Deposit of Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts 


        SECTION
2.01. Form and Transfer of Receipts. Definitive Receipts shall be engraved or printed or lithographed on steel-engraved borders and shall be substantially in the form set forth
in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the
Depositary, upon the written order of the Company or any holder of Stock, as the case may be, delivered in compliance with Section 2.02, shall execute and deliver temporary Receipts which are
printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company will cause
definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the
temporary Receipts at an office described in the last paragraph of Section 2.02, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such
exchange shall be made at the Company's expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit
Agreement, and with respect to the Stock, as definitive Receipts. 


        Receipts
shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for
the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by manual signature of a duly authorized officer of the Registrar. No Receipt shall be entitled
to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for
the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned manually by a duly authorized
officer of such Registrar. The Depositary or the Registrar, as applicable, shall record on its books each Receipt so signed and delivered as hereinafter provided. 


        Receipts
shall be in denominations of any number of whole Depositary Shares up to but not in excess of Depositary Shares for any particular Receipt. 



        Receipts
may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be
required by the Company or the Depositary or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Stock,
the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject. 


        Title
to Depositary Shares evidenced by a Receipt which is properly endorsed, or accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the
same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be registered on the books of the Depositary as provided in Section 2.04, the
Depositary shall, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to
distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. 


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        SECTION
2.02. Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Company or any holder of Stock
may from time to time deposit shares of the Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for the Stock to be deposited, properly endorsed or
accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required
by the Depositary in accordance with the provisions of this Deposit Agreement, and together with a written order of the Company or such holder, as the case may be, directing the Depositary to execute
and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Stock. 


        Upon
receipt by the Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section, together with the other documents required as above
specified, and upon proper registration of the Stock on the books of the Company in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver, to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt
or Receipts for the number of Depositary Shares representing the Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and
deliver such Receipt or Receipts at the Depositary's Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person
requesting such delivery. 


        Other
than in the case of splits, combinations or other reclassifications affecting the Stock, or in the case of dividends or other distributions of stock, if any, there shall be
deposited hereunder not more than            shares of Stock. 



        In
accordance with the foregoing provisions of this Section 2.02 and concurrently with the execution and delivery of this Deposit Agreement, the Company is delivering to the
Depositary a certificate or
certificates, registered in the name of the Depositary and evidencing            shares of Stock, together with (i) all such certifications as may be required by the Depositary in
accordance with the provisions of this Deposit Agreement, and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or
persons stated in such order a Receipt or Receipts for the                        Depositary Shares. The certificate or
certificates evidencing the Stock shall be held by the Depositary, at the Depositary's
Office or at such other place or places as the Depositary shall determine. The Company hereby authorizes the Depositary, in its capacity as Transfer Agent and Registrar for the Stock, to reflect
changes in the number of shares (including any fractional shares) of Stock from time to time held by the Depositary by notation, book entry or other appropriate method and the Depositary, in its
capacity as aforesaid, agrees, upon request, to furnish the Company with regular reports as to the number of shares of Stock from time to time held under this Deposit Agreement. 


        The
Depositary hereby acknowledges receipt of                        shares of Stock together with the other documents required as
above specified and, concurrently with such receipt, has
caused to be delivered, to or upon the order of the Company, one or more Receipts evidencing                        Depositary
Shares in such denominations and registered in such name or names as are
specified in such Company order. 


        SECTION
2.03. Redemption of Stock. Whenever the Company shall elect to redeem shares of Stock in accordance with the provisions of the Certificate, it shall (unless otherwise agreed in
writing with the Depositary) give the Depositary not less than 31 nor more than 61 days' notice of the date of such proposed redemption of Stock and of the number of shares held by the
Depositary to be so redeemed, which notice shall be accompanied by a certificate from the Company stating that such 


3





 



redemption
of Stock is in accordance with the provisions of the Certificate. Such notice, if given more than 60 days prior to the redemption date, shall be in addition to the notice required to
be given for redemption pursuant to the Certificate. On the date of such redemption, provided that the Company shall then have paid in full to the Depositary the redemption price of the Stock to be
redeemed, plus accrued and unpaid dividends thereon from the immediately preceding dividend payment date to the Redemption Date (whether or not earned or declared), together with any accrued and
unpaid dividends declared for prior dividend periods, the Depositary shall redeem the number of Depositary Shares representing such Stock. The Depositary shall mail notice of such redemption and the
proposed simultaneous redemption of the number of Depositary Shares representing the Stock to be redeemed, first-class postage prepaid, not less than 30 and not more than 60 days prior to the
date fixed for redemption of such Stock and Depositary Shares (the "Redemption Date") to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such
holders as they appear on the records of the Depositary; but neither failure to mail any such notice to one or more such holders nor any defect in any notice to one or more such holders shall affect
the sufficiency of the proceedings for redemption as to other holders. Each such notice shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if
less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the redemption price;
(iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Stock represented
by the Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so
redeemed shall be selected by lot or pro rata as may be determined by the Depositary to be equitable. 



        Notice
having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as
set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the shares of Stock so called for redemption shall cease to accrue, the Depositary Shares being
redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price, plus
accrued and unpaid dividends from the immediately preceding dividend payment date to the Redemption Date (whether or not earned or declared but without accumulation of any dividends for prior dividend
periods unless previously declared, in which case accrued and unpaid dividends for prior dividend periods shall be paid at redemption)) shall, to the extent of such Depositary Shares, cease and
terminate and, upon surrender in accordance with such notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require),
such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-tenth of the redemption price per share paid in respect of the shares of
Stock plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date have accrued on
the shares of Stock to be so redeemed from the immediately preceding dividend payment date to the Redemption Date (whether or not earned or declared) and have not theretofore been paid (without
accumulation of
any dividends for prior dividend periods unless previously declared, in which case accrued and unpaid dividends for prior dividend periods shall be paid at redemption). 


        If
less than all the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary,
together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. 


        SECTION
2.04. Registration of Transfer of Receipts. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers
of Receipts 


4





 



upon
any surrender thereof by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon the Depositary shall
execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or
upon the order of the person entitled thereto. 


        SECTION
2.05. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the Depositary's Office or at
such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit
Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced
by the Receipt or Receipts surrendered. 


        Any
holder of a Receipt or Receipts representing any number of whole shares of Stock may withdraw the Stock and all money and other property, if any, represented thereby by surrendering
such Receipt or Receipts, at the Depositary's Office or at such other offices as the Depositary may designate for such withdrawals. 



        Thereafter,
without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of whole
shares of Stock and all money and other property, if any, represented by the Receipt or Receipts for such whole shares of Stock so surrendered for withdrawal, but holders of such whole shares of Stock
will not thereafter be entitled to deposit such Stock hereunder or to receive Depositary Shares therefor. In no event will fractional shares of Stock be delivered upon surrender of Receipts to the
Depositary. If a Receipt delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares
representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition to such number
of whole shares of Stock and such money and other property, if any, to be so withdrawn, deliver to such holder, or (subject to Section 2.03) upon his order, a new Receipt evidencing such excess
number of Depositary Shares. Delivery of the Stock and money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the
Depositary may deem appropriate. 


        If
the Stock and the money and other property being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for
withdrawal of Stock, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such
holder for withdrawal of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer. 


        Delivery
of the Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary's Office, except
that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designed
by such holder. 


        SECTION
2.06. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer,
split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Company may require payment to it of a sum sufficient for the payment
(or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by the holder of a Receipt pursuant to
Section 5.07, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature and may also require 


5





 



compliance
with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement. 



        The
deposit of Stock may be refused, the delivery of Receipts against Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer,
surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed
necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or
commission or under any provision of this Deposit Agreement. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any shares of Stock
which are required to be registered under the Securities Act of 1933, unless a registration statement under such Act is in effect as to such shares of Stock. 


        SECTION
2.07. Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and
tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the
Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the
furnishing of the Depositary with reasonable indemnification satisfactory to it. Every new Receipt issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen
Receipt shall constitute an additional contractual obligation under this Deposit Agreement, whether or not the mutilated, destroyed, lost or stolen Receipt shall be at any time enforceable by anyone. 


        SECTION
2.08. Cancellation and Destruction of Surrendered Receipts. All Receipts surrendered to the Depositary or any Depositary's Agent shall be canceled by the Depositary. Except as
prohibited by applicable law or regulation, the Depositary is authorized to destroy all Receipts so canceled. 


        SECTION
2.09. Liquidation, Dissolution or Winding up of the Affairs of the Company. In the event of any liquidation, dissolution or winding up of the affairs of the Company, upon receipt
by the Depositary of cash in an amount equal to the aggregate liquidation preference of the shares of Stock held by the Depositary, plus accrued and unpaid dividends thereon (whether or not earned or
declared) from the immediately preceding dividend payment date to the date of final distribution, together with any dividends that have been declared but have not been paid on or prior to the date of
final distribution to the record holders of Stock, either in one distribution or as the final distribution in a series of liquidating distributions, the Depositary shall deliver the applicable number
of certificates representing shares of Stock, properly endorsed or accompanied by proper instruments of transfer, to the Company. The Depositary shall distribute such cash to record holders of
Receipts in proportion to the number of Depositary Shares evidenced by the Receipts held by such record holders; provided, however, that as a condition to the distribution to the holders of Depositary
Shares of such cash, the Depositary shall require the surrender of the Receipts evidencing such Depositary Shares. 


ARTICLE III


Certain
Obligations of Holders of Receipts and the Company 


        SECTION
3.01. Filing Proofs, Certificates and Other Information. Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other
information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may
withhold the delivery, or delay the registration of transfer, redemption or exchange, of any Receipt or the withdrawal of the Stock represented by the Depositary Shares evidenced by any Receipt or the
distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or 


6





 



other
information is filed or such certificates are executed or such representations and warranties are made. 


        SECTION
3.02. Payment of Taxes or Other Governmental Charges. Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in
Section 5.07. Registration of transfer of any Receipt or any withdrawal of Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be
refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Stock or other property represented by the Depositary
Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such
dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of such Receipt remaining liable for any
deficiency. 


        SECTION
3.03. Warranty as to Stock and Receipts. The Company hereby represents and warrants that (i) the            shares of Stock deposited with the Depositary on the date
of this Deposit Agreement have been validly authorized and issued and are fully paid and nonassessable, and (ii) the Receipts, when issued, will represent legal and valid interests in the
Stock. Such representations and warranties shall survive the deposit of the Stock and the issuance of Receipts. 


ARTICLE IV


The
Deposited Securities; Notices 


        SECTION
4.01. Cash Distributions. Whenever the Depositary shall receive any cash dividend or other cash distribution on or with respect to Stock, the Depositary shall, subject to
Sections 3.01 and 3.02, distribute to record holders of Receipts pursuant to Section 4.04 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or the Depositary shall be required to withhold and does withhold
from any cash dividend or other cash distribution in respect of the Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall
be reduced accordingly. The Depositary shall not be required to attribute to any holder of Depositary Shares a fraction of one cent. In such event, the Depositary will add the undistributed balance to
and treat it as part of the next sum received by the Depositary for distribution to holders of Receipts. 


        SECTION
4.02. Distributions Other Than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges
upon Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts pursuant to Section 4.04 such amounts of the securities or property received by it
as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including
any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale)
of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01
and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution
received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel stating 


7





 



that
such securities have been registered under the Securities Act of 1933 or do not need to be registered. 


        SECTION
4.03. Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names Stock is recorded on the books
of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges
shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the
Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary in its
discretion with the approval of the Company; provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not
lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to holders of Receipts by the issue of warrants or otherwise, or (ii) if
and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the approval of the Company,
in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or
privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such
sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution
received in cash. The Company shall not make any distribution of any such rights, preferences or privileges unless the Company shall have provided an opinion of counsel stating that such rights,
preferences or privileges have been registered under the Securities Act of 1933 or do not need to be registered. 


        If
in order for holders of Receipts to be offered or sold the securities to which any rights, preferences or privileges relate, registration under the Securities Act of 1933 of the
securities to which such rights, preferences or privileges relate is required, the Company will promptly file a registration statement pursuant to such Act with respect to such rights,
preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration
of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any
right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement with respect thereto shall have become effective, or unless the offering
and sale of such securities to such holders are exempt from registration under the provisions of such Act. 


        If
any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or
privileges to be made available to holders of Receipts, the Company will use its best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the
expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. 


        SECTION
4.04. Notice of Dividends; Fixing of Record Date for Holders of Receipts. Whenever any cash dividend or other cash distribution shall become payable or any distribution other
than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of any meeting of which holders of
Stock are entitled to vote or any meeting of which holders of Stock are entitled to notice, or whenever the Depositary and the Company shall decide it is appropriate, the Depositary shall in each such
instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to the Stock) for the determination of the holders of Receipts who shall be entitled to
receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give 


8





 



instructions
for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reason. 


        SECTION
4.05. Voting Rights. Upon receipt of notice of any meeting at which the holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to
the record holders of Receipts a notice which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the holders may, subject to any
applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock represented by their respective Depositary Shares (including an express
indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and a brief statement as to the manner in which such instructions may
be given. The Depositary shall also forward to record holders of Receipts any related proxy materials furnished by the Company concerning action to be taken at such meeting. Upon the written request
of the holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of whole shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. To the extent any such
instructions request the voting of a fraction of a share of Stock, the Depositary shall aggregate such fraction with all other fractions resulting from requests with the same voting instructions and
shall vote the number of whole shares resulting from such aggregation in accordance with the instructions received in such request. The Company hereby agrees to take all reasonable action requested by
the Depositary in order to enable the Depositary to vote such Stock or cause such Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain
from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Stock
represented by the Depositary Shares evidenced by such Receipt. 


        SECTION
4.06. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value, split-up, combination or any other
reclassification of the Stock, or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion
with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by
the Company in (x) the fraction of an interest represented by one Depositary Share in one share of Stock and (y) the ratio of the redemption price per Depositary Share to the redemption
price of a share of Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of Stock, or
of such recapitalization, reorganization, merger, amalgamation or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or
in respect of the Stock as new deposited securities under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the new deposited securities so received in exchange for or
upon conversion or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the
surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall
have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Stock or any such recapitalization,
reorganization, merger, amalgamation or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for,
as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts might have been converted or for which such
Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. 


9





 



        SECTION
4.07. Inspection of Reports. The Depositary shall make available for inspection by holders of Receipts at the Depositary's Office, and at such other places as it may from time to
time deem advisable, any reports and communications received from the Company which are received by the Depositary as the holder of Stock. 



        SECTION
4.08. Lists of Receipt Holders. Promptly upon request from time to time by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses
and holdings of Depositary Shares of all persons in whose names Receipts are registered on the books of the Depositary. 


ARTICLE V


The
Depositary, the Depositary's Agents, the Registrar and the Company 


        SECTION
5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the
Depositary's Office, or at the Registrar's office, at which the Depositary shall have complete access to all books and records maintained on the Company's behalf, facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer,
surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. 


        The
Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books at all reasonable times shall be open for inspection
by the record holders of Receipts; provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner Depositary Shares evidenced by the Receipts. 


        The
Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. 


        The
Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary
Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on the New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for
registration of such Receipts or Depositary Shares in accordance with any requirements of such Exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of such
Exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed
on one or more other stock exchanges, the Depositary will, at the request of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of
such Receipts, such Depositary Shares or such Stock as may be required by law or applicable stock exchange regulation. 


        SECTION
5.02. Prevention of or Delay in Performance by the Depositary, the Depositary's Agents, the Registrar or the Company. Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of the Depositary, the Depositary's Agent or the Registrar, by reason of any provision, present or future, of the Company's Restated Certificate
of Incorporation, as amended (including the Certificate), or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary's Agent,
the Registrar or the Company shall be prevented or forbidden from, or subject to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall
be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company 


10





 



incur
any liability to any holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit
Agreement provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in case of any
such exercise or failure to exercise discretion not caused as aforesaid, if caused by the negligence, bad faith or willful misconduct of the party charged with such exercise or failure to exercise. 



        SECTION
5.03. Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company. Neither the Depositary nor its affiliates nor any Depositary's Agent nor any
Registrar nor any Transfer Agent nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than for its negligence, bad
faith or willful misconduct. 


        Neither
the Depositary nor its affiliates nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its reasonable opinion may involve it in expense or liability unless indemnity
reasonably satisfactory to it against all reasonable expense and liability be furnished as often as may be required. 


        Neither
the Depositary nor its affiliates nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company shall be liable for any action or any failure to act by it
in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good
faith to be competent to give such information. The Depositary, any Depositary's Agent, any Registrar, any Transfer Agent and the Company may each rely and shall each be protected in acting upon any
written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. 


        The
Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Stock or for the manner or effect of any such vote made, as long as any
such action or
non-action is in good faith and does not result from negligence, bad faith or willful misconduct of the Depositary. 


        The
Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement and no
implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. 



        The
Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence,
bad faith or willful misconduct. 


        The
Depositary, its affiliates, the Depositary's Agents, and any Registrar or Transfer Agent may own and deal in any class of securities of the Company and its affiliates and in
Receipts. The Depositary or its affiliates may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. 


        SECTION
5.04. Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by having notice of its
election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. 


        The
Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary
and its acceptance of such appointment as hereinafter provided. 


11





 



        In
case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 90 days after the delivery of the notice of resignation or removal, as
the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at
least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 90 days after delivery of such notice, the resigning or removed Depositary may
petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in
writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of
its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall
execute and deliver an instrument transferring to such successor
all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and
shall deliver to such successor a list of the record holders of all outstanding Receipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. 



        Any
corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or
any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor
Depositary. 


        SECTION
5.05. Corporate Notices and Reports. The Company agrees that it will transmit to the record holders of Receipts, in each case at the addresses furnished to it pursuant to
Section 4.08, all notices and reports (including without limitation financial statements) required by law, by the rules of any national securities exchange upon which the Stock, the Depositary
Shares or the Receipts are listed or by the Company's Restated Certificate of Incorporation, as amended (including the Certificate), to be furnished by the Company to holders of Stock. Such
transmission will be at the Company's expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the
Depositary will transmit to the record holders of Receipts such other documents as may be requested by the Company (at the expense of the Company). 


        SECTION
5.06. Indemnification by the Company. The Company shall indemnify the Depositary, its affiliates, any of Depositary's Agents and any Registrar or Transfer Agent against, and hold
each of them harmless from, any loss, liability, damage or expense (including the reasonable costs and expenses of defending itself) which may arise out of (a) acts performed or omitted in
connection with this Deposit Agreement and the Receipts (i) by the Depositary, any Registrar or Transfer Agent or any of their respective agents (including any Depositary's Agent), except for
any liability arising out of the negligence, bad faith or willful misconduct on the respective parts of any such person or persons, or (ii) by the Company or any of its agents, or
(b) the offer, sale or registration of the Receipts, Depositary Shares or the Stock pursuant to the provisions hereof. The obligations of the Company set forth in this Section 5.06 shall
survive any succession of any Depositary, Depositary's Agent, Registrar or Transfer Agent. 


        SECTION
5.07. Charges and Expenses. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The
Company shall pay all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares, redemption of the Stock at the option of the
Company and all withdrawals of shares of the Stock by owners of Depositary Shares. All other transfer and other taxes and governmental charges shall be at the expense of holders of Depositary Shares.
If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses. All
other charges and expenses of 


12





 



the
Depositary and any Depositary's Agent hereunder and of any Registrar (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations
hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. The Depositary shall present its statement for
charges and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree. 


ARTICLE VI


Amendment
and Termination 


        SECTION
6.01. Amendment. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall impose any fees, taxes or charges payable by the holders of Receipts (other
than any fees or charges of the Depositary provided for herein), or which shall materially and adversely affect any substantial existing rights of the holders of Receipts, shall be effective unless
such amendment shall have been approved by the holders of at least a majority of the Depositary Shares then outstanding. Every holder of an outstanding Receipt at the time any such amendment becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. 


        SECTION
6.02. Termination. This Deposit Agreement may be terminated (i) by the Company, upon mailing of written notice of termination to holders of Receipts at least
30 days prior to termination, or (ii) by the Depositary, if 90 days have elapsed after the Depositary delivered written notice of its election to resign and a successor depositary
is not appointed. In addition, this Deposit Agreement will automatically terminate if (i) all outstanding Depositary Shares shall have been redeemed pursuant to Section 2.03 or
(ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been
distributed to the holders of Depositary Shares pursuant to Section 4.01 or 4.02, as applicable. 


        Upon
the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any
Depositary's Agent and any Registrar or Transfer Agent under Sections 5.06 and 5.07. 


ARTICLE VII


Miscellaneous 


        SECTION
7.01. Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. 


        SECTION
7.02. Exclusive Benefit of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed
to give any legal or equitable right, remedy or claim to any other person whatsoever. 



        SECTION
7.03. Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby. 


13





 



        SECTION
7.04. Notices. Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by first class mail (postage prepaid), overnight mail (expenses prepaid) or facsimile, addressed to the Company at One PEI Center, Second Floor, Wilkes-Barre, Pennsylvania 18711
(fax: 570-829-8900), to the attention of the Secretary, or at any other address of which the Company shall have notified the Depositary in writing. 


        Any
and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by first
class mail (postage prepaid), overnight mail (expenses prepaid) or facsimile, addressed to the Depositary at the Depositary's Office, at 161 N. Concord Exchange, South St. Paul, Minnesota 55075 (fax:
651-450-4078), to the attention of Wells Fargo Shareowner Services, or at any other address of which the Depositary shall have notified the Company in writing. 


        Any
and all notices to be given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered
or sent by first class mail (postage prepaid), overnight mail (expenses prepaid) or facsimile, addressed to such record holder at the address of such record holder as it appears on the books of the
Depositary, or if such holder shall have filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request. 



        A
notice personally delivered shall be deemed to be effected when given against a written receipt, a notice sent by overnight mail shall be deemed to have been effected on the next
business day at the place of delivery, a notice sent by mail shall be deemed to be effected five days after the time when a duly addressed letter containing the same is deposited, postage prepaid, in
a United States post-office letter box and a notice sent by facsimile shall be deemed to be effected at the time the confirmation thereof is deemed to be effected; provided, however, that
any notice or communication that is received other than during regular business hours of the recipient shall be deemed to have been given at the opening of business on the next business day of the
recipient. The Depositary or the Company may, however, act upon any facsimile or other electronic message received by it from any party or any holder of a Receipt, notwithstanding that such facsimile
or electronic message shall not subsequently be confirmed as aforesaid. 


        SECTION
7.05. Depositary's Agents. The Depositary may from time to time appoint, with the prior approval of the Company, Depositary's Agents to act in any respect for the Depositary for
the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. 



        SECTION
7.06. Holders of Receipts Are Parties. The holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions
hereof and of the Receipts by acceptance of delivery thereof. 


        SECTION
7.07. Governing Law. This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the choice of law principles thereof that might otherwise apply. 


        SECTION
7.08. Inspection of Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary's Agents and shall be open to inspection during
business hours at the Depositary's Office and the respective offices of the Depositary's Agents, if any, by any holder of a Receipt. 


        SECTION
7.09. Headings. The headings or articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for
convenience only and are 


14





 

not
to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts. 


        SECTION
7.10. Power and Authority. The Company and the Depositary each represent to the other that it has full corporate power and authority to enter into and perform its respective
obligations under this Deposit Agreement. 


15








        IN WITNESS WHEREOF, the Company and the Depositary have duly executed this Deposit Agreement as of the day and year first above set forth and all holders of Receipts shall become parties
hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. 



	 	 	SOUTHERN UNION COMPANY
	

 	
 	

By:	

Title:
	Attested by:WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Depositary By: Title:Attested by:	 	 	 









Exhibt A  


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 in as much as the registered owner hereof, Cede & Co., has an interest herein.



	CUSIP NUMBER

844030601	 	DEPOSITARY SHARES




 
 

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
  REPRESENTING 7.55% NONCUMULATIVE PREFERRED STOCK, SERIES A, WITHOUT PAR VALUE    
    


SOUTHERN UNION COMPANY  


 SEE REVERSE SIDE FOR ADDITIONAL INFORMATION  


 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS DEPOSITARY RECEIPT IS TRANSFERABLE IN THE CITY OF NEW YORK  


        WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Depositary (the "Depositary"), hereby certifies
that                        is the registered owner of
                        Depositary Shares ("Depositary Shares"), each Depositary Share representing one-tenth
(1/10) of one share of 7.55% Noncumulative Preferred Stock,
Series A, without par value (stated value $250 per share), of Southern Union Company, a Delaware corporation (the "Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of October 8, 2003 (the "Deposit Agreement"), between the Corporation and the Depositary. By accepting this Depositary Receipt the
holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled
to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary,
countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof. 


Dated:



WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION
  Depositary, Transfer Agent and Registrar 


By:                                       
         



Authorized
Officer 





(Reverse
of Receipt) 


SOUTHERN UNION COMPANY  


        SOUTHERN UNION COMPANY WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT
OR SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE OFFICE OF THE SECRETARY OF THE CORPORATION.  





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



	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT MIN ACT	 	—	 	Custodian

	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	 	 	(Cust)(Minor)
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	under Uniform Gifts to Minors Act



    
 (State)




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


For
value received,
                                        
hereby sells; assigns and transfers unto 


PLEASE
INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF

ASSIGNEE 






PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 


Depositary
Shares represented by the within Depositary Receipt, and do hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within-named
Depositary with full power of substitution in the premises. Dated:            NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Depositary
Receipt in every particular, without alteration or enlargement or any change whatever. 









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DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, REPRESENTING 7.55% NONCUMULATIVE PREFERRED STOCK, SERIES A, WITHOUT PAR VALUE