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                                                                 Exhibit 4.7

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


                          THE LACLEDE GROUP, INC.,
                                   Issuer


                                     and


                            THE BANK OF NEW YORK
                                   Trustee


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


                                  INDENTURE


                       Dated as of ____________, 2002


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



                        SUBORDINATED DEBT SECURITIES


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




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<PAGE>

                           CROSS REFERENCE SHEET*

         This Cross Reference Sheet shows the location in this Indenture of
the provisions inserted pursuant to the Trust Indenture Act of 1939, as
amended.

Trust Indenture Act                     Sections of Indenture
-------------------                     ---------------------

310 (a)(1) and (2)......................6.9
310 (a)(3) and (4)......................Inapplicable
310 (b).................................6.8 and 6.10 (a), (b) and (d)
310 (c).................................Inapplicable
311 (a).................................6.13 (a) and (c)(1) and (2)
311 (b).................................6.13 (b)
311 (c).................................Inapplicable
312 (a).................................4.1 and 4.2 (a)
312 (b).................................4.2 (a) and (b)(i) and (ii)
312 (c).................................4.2 (c)
313 (a).................................4.4 (a)
313 (b)(1)..............................Inapplicable
313 (b)(2)..............................4.4 (b)
313 (c).................................4.4 (c)
313 (d).................................4.4 (d)
314 (a).................................4.3
314 (b).................................Inapplicable
314 (c)(1) and (2)......................13.5
314 (d).................................Inapplicable
314 (e).................................13.5
314 (f).................................Inapplicable
315 (a), (c) and (d)....................6.1
315 (b).................................5.11
315 (e).................................5.12
316 (a)(1)..............................5.9
316 (a)(2)..............................Not required
316 (a) (last sentence).................7.4
316 (b).................................5.7
316 (c).................................Not required
317 (a).................................5.2
317 (b).................................3.4 (a) and (b)
318 (a).................................13.7

<FN>
------------------
* This Cross Reference Sheet is not part of the Indenture.


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<TABLE>
                                          TABLE OF CONTENTS

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ARTICLE I.            DEFINITIONS..................................................................1
           1.1        Certain Terms Defined........................................................1

ARTICLE II.           SECURITIES...................................................................5
           2.1        Forms Generally..............................................................5
           2.2        Form of Trustee's Certificate of Authentication..............................6
           2.3        Amount Unlimited; Issuable in Series.........................................6
           2.4        Authentication and Delivery of Securities....................................9
           2.5        Execution of Securities......................................................10
           2.6        Certificate of Authentication................................................11
           2.7        Denomination of Securities; Payments of Interest.............................11
           2.8        Registration, Transfer and Exchange..........................................12
           2.9        Mutilated, Defaced, Destroyed, Lost and Stolen Securities....................14
           2.10       Cancellation of Securities; Destruction Thereof..............................14
           2.11       Temporary Securities.........................................................15
           2.12       Computation of Interest......................................................15
           2.13       CUSIP Numbers................................................................15

ARTICLE III.          COVENANTS OF THE ISSUER......................................................15
           3.1        Payment of Principal and Interest............................................15
           3.2        Offices for Payments, etc....................................................16
           3.3        Appointment to Fill a Vacancy in Office of Trustee...........................16
           3.4        Paying Agents................................................................16
           3.5        Limitation on Dividends; Transactions with Affiliates........................17
           3.6        Covenants as to Laclede Trust................................................18

ARTICLE IV.           SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER
                      AND THE TRUSTEE..............................................................18
           4.1        Issuer to Furnish Trustee Names and Addresses of Securityholders.............18
           4.2        Preservation and Disclosure of Securityholders Lists.........................18
           4.3        Reports by the Issuer........................................................19
           4.4        Reports by the Trustee.......................................................20

ARTICLE V.            REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                      ON EVENT OF DEFAULT..........................................................21
           5.1        Event of Default Defined; Acceleration of Maturity; Waiver of
                      Default......................................................................21
           5.2        Collection of Indebtedness by Trustee; Trustee May Prove Debt................22
           5.3        Application of Proceeds......................................................24
           5.4        Suits for Enforcement........................................................25
           5.5        Restoration of Rights on Abandonment of Proceedings..........................25
           5.6        Limitations on Suits by Securityholders......................................25
           5.7        Unconditional Right of Securityholders to Receive Principal and
                      Interest and to Institute Certain Suits......................................26
           5.8        Powers and Remedies Cumulative; Delay or Omission Not Waiver
                      of Default...................................................................26
           5.9        Control by Holders of Securities.............................................26


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           5.10       Waiver of Past Defaults......................................................26
           5.11       Trustee to Give Notice of Default, But May Withhold in
                      Certain Circumstances........................................................27
           5.12       Right of Court to Require Filing of Undertaking to Pay Costs.................27

ARTICLE VI.           CONCERNING THE TRUSTEE.......................................................28
           6.1        Duties and Responsibilities of the Trustee; During Default; Prior
                      to Default...................................................................28
           6.2        Certain Rights of the Trustee................................................29
           6.3        Trustee Not Responsible for Recitals, Disposition of Securities or
                      Application of Proceeds Thereof..............................................30
           6.4        Trustee and Agents May Hold Securities; Collections, etc.....................30
           6.5        Moneys Held by Trustee.......................................................31
           6.6        Compensation and Indemnification of Trustee and Its Prior Claim..............31
           6.7        Right of Trustee to Rely on Officers' Certificate, etc.......................31
           6.8        Qualification of Trustee; Conflicting Interests..............................31
           6.9        Persons Eligible for Appointment as Trustee..................................32
           6.10       Resignation and Removal; Appointment of Successor Trustee....................32
           6.11       Acceptance of Appointment by Successor Trustee...............................33
           6.12       Merger, Conversion, Consolidation or Succession to Business
                      of Trustee...................................................................34
           6.13       Preferential Collection of Claims Against the Issuer.........................34
           6.14       Appointment of Authenticating Agent..........................................34

ARTICLE VII.          CONCERNING THE SECURITYHOLDERS...............................................35
           7.1        Evidence of Action Taken by Securityholders..................................35
           7.2        Proof of Execution of Instruments and of Holding of Securities...............35
           7.3        Holders to Be Treated as Owners..............................................36
           7.4        Securities Owned by Issuer Deemed Not Outstanding............................36
           7.5        Right of Revocation of Action Taken..........................................36
           7.6        Calculation of Original Issue Discount.......................................37

ARTICLE VIII.         SUPPLEMENTAL INDENTURE.......................................................37
           8.1        Supplemental Indentures Without Consent of Securityholders...................37
           8.2        Supplemental Indentures With Consent of Securityholders......................38
           8.3        Effect of Supplemental Indenture.............................................39
           8.4        Documents to Be Given to Trustee.............................................39
           8.5        Notation on Securities in Respect of Supplemental Indentures.................39

ARTICLE IX.           CONSOLIDATION, MERGER, SALE OR CONVEYANCE....................................40
           9.1        Covenant of Issuer Not to Merge, Consolidate, Sell or Convey
                      Property Except Under Certain Conditions.....................................40
           9.2        Successor Corporation Substituted for Issuer.................................40
           9.3        Documents to be Delivered to Trustee.........................................41

ARTICLE X.            SATISFACTION AND DISCHARGE OF INDENTURE;
                      UNCLAIMED MONEYS.............................................................41
           10.1       Satisfaction and Discharge of Debenture......................................41
           10.2       Application by Trustee of Funds Deposited for Payment of
                      Securities...................................................................43


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           10.3       Repayment of Moneys Held by Paying Agent.....................................43
           10.4       Return of Moneys Held by Trustee and Paying Agent Unclaimed
                      for Three Years..............................................................43
           10.5       Indemnity for Government Obligations.........................................44

ARTICLE XI.           REDEMPTION OF SECURITIES AND SINKING FUNDS...................................44
           11.1       Applicability of Article.....................................................44
           11.2       Notice of Redemption; Partial Redemptions....................................44
           11.3       Payment of Securities Called for Redemption..................................45
           11.4       Exclusion of Certain Securities from Eligibility for Selection for
                      Redemption...................................................................45
           11.5       Mandatory and Optional Sinking Funds.........................................46

ARTICLE XII.          SUBORDINATION................................................................47
           12.1       Applicability of Article; Securities Subordinated to Senior
                      Indebtedness.................................................................47
           12.2       Issuer Not to Make Payments with Respect to Subordinated
                      Securities in Certain Circumstances..........................................48
           12.3       Subordinated Securities Subordinated to Prior Payment of All
                      Senior Indebtedness on Dissolution, Liquidation or
                      Reorganization of Issuer.....................................................49
           12.4       Holders of Subordinated Securities to be Subrogated to Right of
                      Holders of Senior Indebtedness...............................................50
           12.5       Obligation of the Issuer Unconditional.......................................51
           12.6       Trustee Entitled to Assume Payments Not Prohibited in Absence
                      of Notice....................................................................51
           12.7       Application by Trustee of Monies or Government Obligations
                      Deposited with It............................................................52
           12.8       Subordination Rights Not Impaired by Acts or Omissions of Issuer
                      or Holders of Senior Indebtedness............................................52
           12.9       Securityholders Authorize Trustee to Effectuate Subordination of
                      Securities...................................................................52
           12.10      Right of Trustee to Hold Senior Indebtedness.................................53
           12.11      Article XII Not to Prevent Events of Defaults................................53

ARTICLE XIII.         MISCELLANEOUS PROVISIONS.....................................................53
           13.1       Incorporators, Stockholders, Officers and Directors of Issuer
                      Exempt from Individual Liability.............................................53
           13.2       Provisions of Indenture for the Sole Benefit of Parties and Holders
                      of  Securities...............................................................53
           13.3       Successors and Assigns of Issuer Bound by Indenture..........................54
           13.4       Notices and Demands on Issuer, Trustee and Holders of
                      Securities...................................................................54
           13.5       Officers' Certificates and Opinions of Counsel; Statements to be
                      Contained Therein............................................................54
           13.6       Payments Due on Saturdays, Sundays and Holidays..............................55
           13.7       Conflict of any Provision of Indenture with Trust Indenture Act
                      of 1939......................................................................55
           13.8       Governing Law................................................................56
           13.9       Counterparts.................................................................56


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           13.10      Effect of Headings and Table of Contents.....................................56
           13.11      Separability Clause..........................................................56

ARTICLE XIV.          SECURITYHOLDERS' MEETINGS....................................................56
           14.1       Purposes of Meetings.........................................................56
           14.2       Call of Meetings by Trustee..................................................56
           14.3       Call of Meetings by the Issuer or Securityholders............................57
           14.4       Qualifications for Voting....................................................57
           14.5       Regulations..................................................................57
           14.6       Voting.......................................................................57
</TABLE>


                                    -iv-

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         THIS INDENTURE dated as of ___________, 2002 between The Laclede
Group, Inc., a Missouri corporation (the "Issuer"), and The Bank of New
York, a New York banking corporation, as trustee (the "Trustee").

                                  RECITALS

         A.       The Issuer has duly authorized the issue from time to time
of its debentures, notes, bonds or other evidences of indebtedness to be
issued in one or more series (the "Securities") up to such principal amount
or amounts as may from time to time be authorized in accordance with the
terms of this Indenture;

         B.       The Issuer has duly authorized the execution and delivery
of this Indenture to provide, among other things, for the authentication,
delivery and administration of the Securities; and

         C.       All things necessary to make this Indenture a valid
indenture and legally binding agreement according to its terms have been
done;

         NOW, THEREFORE, in consideration of the premises and the purchases
of the Securities by the holders thereof, the Issuer and the Trustee
mutually covenant and agree for the equal and proportionate benefit of the
respective holders from time to time of the Securities as follows:

                           ARTICLE I. DEFINITIONS

1.1      Certain Terms Defined

         The following terms (except as otherwise expressly provided or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture
that are defined in the Trust Indenture Act of 1939, including terms defined
therein by reference to the Securities Act of 1933, as amended (except as
herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally
accepted accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted in
the United States of America at the time of any computation. References to
any statute mean such statute as amended at the time and includes any
successor legislation. The words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision. The terms defined in
this Article include the plural as well as the singular.

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

         "Board of Directors" means either the Board of Directors of the
Issuer or any committee of such Board duly authorized to act on its behalf.


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         "Board Resolution" means a copy of one or more resolutions,
certified by the secretary or an assistant secretary of the Issuer to have
been duly adopted or consented to by the Board of Directors and to be in
full force and effect, and delivered to the Trustee.

         "Business Day" means a day on which banking institutions in New
York, New York or Delaware are not authorized or required by law or
regulation to close.

         "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution and delivery of this Indenture such
Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act of 1939, then the body performing such duties
at such time.

         "Common Securities" means undivided beneficial interests in the
assets of a Laclede Trust which rank pari passu with Preferred Securities
issued by such trust; provided, however, that upon the occurrence of an
Event of Default, the rights of holders of Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and
maturity are subordinated to the rights of holders of Preferred Securities.

         "Common Securities Guarantee" means any guarantee that the Issuer
may enter into that operates directly or indirectly for the benefit of
holders of Common Securities of Laclede Trust.

         "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time,
be principally administered, which office is, at the date as of which this
Indenture is dated, located at 101 Barclay Street, New York, New York 10286.

         "Declaration" means, in respect of a Laclede Trust, the amended and
restated declaration of trust of such Laclede Trust or any other governing
instrument of such Trust.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3, which must
be a clearing agency registered under the Securities Exchange Act of 1934,
as amended, and any other applicable statute or regulation, until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean each
Person who is then a Depositary hereunder; and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of
any such series shall mean each Depositary with respect to the Global
Securities of such series.

         "Event of Default" means any event or condition specified as such
in Section 5.1.

         "Global Security" means a Security evidencing all or a part of a
series of Securities issued to the Depositary, or its nominee, for such
series in accordance with Section 2.4, and bearing the legend prescribed in
Section 2.4.

         "Government Obligations" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency
or instrumentality of the United States and the payment of which is
unconditionally guaranteed by the United States, and shall also include a
depositary receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest
on or principal of any such Government Obligation held by such custodian for
the account of a holder of a depositary receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by


                                   - 2 -

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the custodian in respect of the Government Obligation or the specific
payment of interest on or principal of the Government Obligation evidenced
by such depositary receipt.

         "Holder," "Holder of Securities," "Securityholder" or other similar
terms mean the Person in whose name such Security is registered in the
Security Register kept by the Issuer for that purpose in accordance with the
terms hereof.

         "Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended
or supplemented or both, and shall include the forms and terms of particular
series of Securities established as provided hereunder.

         "Interest Payment Date" means (a) the date or dates, if any, on
which interest is to be paid on any Security as established pursuant to
Section 2.3(f), (b) the date of maturity or redemption of such Security, and
(c) only with respect to defaulted interest on such Security, the date
established for the payment of such defaulted interest pursuant to Section
2.7 hereof.

         "Issuer" means (except as otherwise provided in Article VI) The
Laclede Group, Inc., a Missouri corporation, and, subject to Article IX, its
successors and assigns.

         "Issuer Order" means a written statement, request or order of the
Issuer signed in its name by one of the Chairman, the President, any Vice
President (whether or not designated by a number or numbers or a word or
words added before or after the title "Vice President"), the Treasurer or an
Assistant Treasurer of the Issuer.

         "Laclede Trust" means a Delaware business trust formed by the
Issuer for the purpose of purchasing the Securities of the Issuer.

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

         "Officers' Certificate" means a certificate signed by one of the
Chairman, the President, any Vice President (whether or not designated by a
number or numbers or a word or words added before or after the title "Vice
President"), the Treasurer or an Assistant Treasurer and by the Secretary or
any Assistant Secretary, of the Issuer and delivered to the Trustee. Except
as otherwise provided herein, each such certificate shall include the
statements provided for in Section 13.5.

         "Opinion of Counsel" means an opinion in writing signed by the
counsel of the Issuer as designated by the Board of Directors or by such
other legal counsel who may be an employee of or regular counsel to the
Issuer. Each such opinion shall include the statements provided for in
Section 13.5, if and to the extent required thereby.

         "Outstanding", when used with reference to Securities, shall,
subject to the provisions of Section 7.4, mean, as of any particular time,
all Securities theretofore authenticated and delivered by the Trustee under
this Indenture, except:

                  (a)      Securities theretofore cancelled by the Trustee
         or delivered to the Trustee for cancellation;

                  (b)      Securities, or portions thereof, for the payment
         or redemption of which moneys or Government Obligations (as
         provided for in Section 10.1) in the necessary amount shall have


                                   - 3 -

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         been theretofore deposited in trust with the Trustee or with any
         paying agent (other than the Issuer) or shall have been set aside,
         segregated and held in trust by the Issuer for the Holders of such
         Securities (if the Issuer shall act as its own paying agent),
         provided that if such Securities, or portions thereof, are to be
         redeemed prior to the Maturity thereof, notice of such redemption
         shall have been given as herein provided, or provision satisfactory
         to the Trustee shall have been made for giving such notice; and

                  (c)      Securities which shall have been paid or in
         substitution for which other Securities shall have been
         authenticated and delivered pursuant to the terms of Section 2.9
         (except with respect to any such Security as to which proof
         satisfactory to the Trustee is presented that such Security is held
         by a Person in whose hands such Security is a legal, valid and
         binding obligation of the Issuer).

         In determining whether the Holders of the requisite principal
amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder Securities owned by the Issuer or any other obligor upon the
Securities of any Affiliate of the Issuer or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
that a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities
and that the pledgee is not the Issuer or any other obligor upon the
Securities or an Affiliate of the Issuer or of such other obligor.

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

         "Preferred Securities" means undivided beneficial interests in the
assets of a Laclede Trust which rank pari passu with Common Securities
issued by such trust; provided however, that upon the occurrence of an Event
of Default, the rights of holders of Common Securities to payment in respect
of distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of Preferred Securities.

         "Preferred Securities Guarantee" means any guarantee that the
Issuer may enter into that operates directly or indirectly for the benefit
of holders of Preferred Securities of a Laclede Trust.

         "Principal" means the amount (including, without limitation, if and
to the extent applicable, any premium) that is payable with respect to a
Security as of any date and for any purpose (including, without limitation,
in connection with any sinking fund, upon any redemption at the option of
the Issuer, upon any purchase or exchange at the option of the Issuer or the
Holder of such Security and upon any acceleration of the Maturity of such
Security).

         "Property Trustee" means the entity performing the functions of the
Property Trustee of a Laclede Trust under the applicable Declaration of such
Laclede Trust.

         "Record Date" shall have the meaning set forth in Section 2.7.

         "Responsible Officer," when used with respect to the Trustee, means
any officer within the corporate trust department of the Trustee, including
any vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs


                                   - 4 -

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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 such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

         "Security" or "Securities" shall have the meaning stated in the
first recital of this Indenture and, more particularly, any Securities that
have been authenticated and delivered under this Indenture.

         "Security Register" and "Security Registrar" shall have the
respective meanings set forth in Section 2.8.

         "Senior Indebtedness" shall have the meaning set forth in Section
12.1(b).

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

         "Stated Maturity" means, when used with respect to any Security or
any installment of principal thereof or interest thereon, the date specified
in such Security as the fixed date on which the principal of such Security
or such installment of principal or interest is due and payable.

         "Trust Indenture Act of 1939" or "Trust Indenture Act" (except as
otherwise provided in Sections 8.1 and 8.2) means the Trust Indenture Act of
1939 as in force at the date as of which this Indenture was originally
executed.

         "Trust Securities" means Common Securities and Preferred Securities.

         "Trustee" means the Person identified as the "Trustee" in the first
paragraph hereof and, subject to the provisions of Article VI, shall also
include any successor trustee. "Trustee" shall also mean or include each
Person who is then a trustee hereunder; and if at any time there is more
than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the trustee with respect to the Securities of such
series.

                           ARTICLE II. SECURITIES

2.1      Forms Generally

         The Securities of each series shall be substantially in such form
(not inconsistent with this Indenture) as shall be established by or
pursuant to one or more Board Resolutions (as set forth in a Board
Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officers' Certificate detailing such
establishment) 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
imprinted or otherwise reproduced thereon such letters, numbers or other
marks of identification and such legend or legends or endorsements, not
inconsistent with the provisions of this Indenture, as may be required to
comply with any law or with any rules or regulations pursuant thereto, or
with any rules of any securities exchange or to conform to general usage,
all as may be determined by the officers executing such Securities as
evidenced by their execution of such Securities.


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         The definitive Securities 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 Securities as evidenced by
their execution of such Securities.

2.2      Form of Trustee's Certificate of Authentication

         The Trustee's certificate of authentication on all Securities shall
be in substantially the following form:

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

                                    The Bank of New York,
                                    as Trustee



                                    By:
                                       ---------------------------------
                                             Authorized Signatory"
                                    Dated:
                                          ------------------------------

         If at any time there shall be an Authenticating Agent appointed
with respect to any series of Securities, then the Trustee's certificate of
authentication to be borne by the Securities of each such series shall be
substantially as follows:

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


                           ---------------------------------------------,

                           ---------------------------------------------
                                       as Authenticating Agent



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

2.3      Amount Unlimited; Issuable in Series

                  (a)      The aggregate principal amount of Securities that
         may be authenticated and delivered under this Indenture is
         unlimited.

                  (b)      The Securities may be issued in one or more
         series and shall be direct obligations of the Issuer.

                  (c)      Each Security shall be dated and issued as of the
         date of its authentication by the Trustee.

                  (d)      Each Security shall bear interest from the later
         of its original date of authentication or the most recent Interest
         Payment Date to which interest has been paid or duly


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         provided for with respect to such Security until the principal of
         such Security is paid or made available for payment, and interest
         on each Security shall be payable on each Interest Payment Date
         after the date of such Security.

                  (e)      Each Security shall mature on a date specified in
         the Security and the principal amount of each outstanding Security
         shall be payable on the Maturity specified therein.

                  (f)      There shall be established in or pursuant to one
         or more Board Resolutions (and, to the extent established pursuant
         to rather than set forth in a Board Resolution, in an Officers'
         Certificate detailing such establishment) or established in one or
         more indentures supplemental hereto, prior to the initial issuance
         of Securities of any series:

                           (1)      the designation of the Securities of
                  such series, including CUSIP numbers, which shall
                  distinguish the Securities of such series from the
                  Securities of all other series;

                           (2)      any limit upon the aggregate principal
                  amount of the Securities of such series that may be
                  authenticated and delivered under this Indenture (except
                  for Securities authenticated and delivered upon
                  registration of transfer of, or in exchange for, or in
                  lieu of, other Securities of such series pursuant to
                  Section 2.8, 2.9, 2.11, 8.5 or 11.3);

                           (3)      subject to Section 2.3(e), the date or
                  dates (and whether fixed or extendible) on which the
                  principal of the Securities of such series is payable;

                           (4)      the date from which interest on the
                  Securities of such series shall begin to accrue, the rate
                  or rates at which the Securities of such series shall bear
                  interest, if any, the Interest Payment Date or Dates for
                  the Securities of such series and the Record Date for
                  interest payable on any Interest Payment Date;

                           (5)      the place or places where the principal
                  of and any interest on Securities of such series shall be
                  payable and where such Securities may be registered or
                  transferred (if in addition to, or other than, as provided
                  in Section 3.2);

                           (6)      the right, if any, of the Issuer to
                  redeem or purchase Securities of such series, in whole or
                  in part, at its option and the period or periods within
                  which, the price or prices at which and any terms and
                  conditions upon which Securities of such series may be so
                  redeemed;

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

                           (8)      if other than denominations of $25 and
                  any integral multiple thereof, the denominations in which
                  Securities of such series shall be issuable;

                           (9)      whether the Securities of such series
                  will be subordinated to the payment of Senior Indebtedness
                  on the terms and conditions set forth in Article XII and
                  whether


                                   - 7 -

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                  such subordination shall be subject to any provisions in
                  addition to or in lieu of those set forth in Article XII;

                           (10)     whether the Securities of such series
                  will be issuable as Global Securities;

                           (11)     whether and under what circumstances
                  the Issuer will pay additional amounts on the Securities
                  of such series held by a person who is not a U.S. Person
                  in respect of any tax, assessment or governmental charge
                  withheld or deducted and, if so, whether the Issuer will
                  have the option to redeem such Securities rather than pay
                  such additional amounts;

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

                           (13)     any trustees, depositories,
                  authenticating or paying agents, transfer agents,
                  conversion agents or registrars or any other agents with
                  respect to the Securities of such series;

                           (14)     any events of default or covenants with
                  respect to the Securities of such series other than those
                  specified herein;

                           (15)     the Person to whom any interest on a
                  Security of such series shall be payable, if other than
                  the Person in whose name the Security (or one or more
                  predecessor Securities) is registered at the close of
                  business on the Record Date for such interest;

                           (16)     if the Securities of such series shall
                  be issued in whole or in part in the form of one or more
                  Global Securities, whether beneficial owners of interests
                  in any such Global Security may exchange such interests
                  for Securities of such series of like tenor and of
                  authorized form and denomination and the circumstances
                  under which any such changes may occur, if other than in
                  the manner provided in Section 2.8;

                           (17)     the right of the Issuer, if any, to
                  defer any payment of principal of or interest on the
                  Securities of such series, and the maximum length of any
                  such deferral period;

                           (18)     whether any property will be pledged to
                  secure the Securities; and

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

         All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution or Officers' Certificate referred to above
or as set forth in any indenture supplemental hereto referred to above. All
Securities of any one series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to such Board Resolution, such Officers' Certificate
or in any such indenture supplemental hereto.


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2.4      Authentication and Delivery of Securities

         The Issuer may from time to time deliver Securities of any series,
executed by the Issuer to the Trustee for authentication, together with the
applicable documents referred to below in this Section, and the Trustee
shall thereupon authenticate and make available for delivery such Securities
to or upon the order of the Issuer (contained in the Issuer Order referred
to below in this Section) or pursuant to such procedures acceptable to the
Trustee and to such recipients as may be specified from time to time by an
Issuer Order. If so provided in the Board Resolution, Officers' Certificate
or supplemental indenture establishing the Securities of any series, the
maturity date, interest accrual date, interest rate, Interest Payment Date
or Dates and any other terms of any or all of the Securities of such series
may be determined by or pursuant to such Issuer Order and procedures. If
provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to instructions (from the Issuer or its
duly authorized agent) in writing, by facsimile or any other method mutually
agreed upon by the Issuer and Trustee. In authenticating the Securities of a
series and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive (but,
in the case of subparagraphs (b), (c) and (d) below, only at or before the
time of the first request of the Issuer to the Trustee to authenticate
Securities of such series, however, any request after the first shall be
deemed to include the representation of the Issuer that the document
previously delivered pursuant to subparagraphs (b), (c) and (d) below are
still true and in effect) and (subject to Section 6.1) shall be fully
protected in relying upon, unless and until such documents have been
superseded or revoked:

                  (a)      an Issuer Order requesting such authentication
         and setting forth delivery instructions if the Securities are not
         to be delivered to the Issuer.

                  (b)      any Board Resolution, Officers' Certificate
         and/or executed supplemental indenture referred to in Sections 2.1
         and 2.3 by or pursuant to which the forms and terms of the
         Securities of such series were established;

                  (c)      an Officers' Certificate setting forth the form
         or forms and terms of the Securities of such series stating (i)
         that such form or forms and terms have been established pursuant to
         Sections 2.1 and 2.3 and comply with this Indenture, (ii) the
         aggregate principal amount of all of the Securities outstanding
         under this Indenture and (iii) covering such other matters as the
         Trustee may reasonably request; and

                  (d)      at the option of the Issuer, either an Opinion of
         Counsel, or a letter addressed to the Trustee permitting it to rely
         on an Opinion of Counsel, substantially to the effect that:

                           (1)      the forms of the Securities of such
                  series have been duly authorized and established in
                  conformity with the provisions of this Indenture;

                           (2)      the terms of the Securities of such
                  series have been duly authorized and established in
                  conformity with the provisions of this Indenture;

                           (3)      when the Securities of such series have
                  been executed by the Issuer and authenticated by the
                  Trustee in accordance with the provisions of this
                  Indenture and delivered to and duly paid for by the
                  purchasers thereof, they will have been duly issued under
                  this Indenture and will be valid and legally binding
                  obligations of the Issuer, 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 principles of equity, and will be
                  entitled to the benefits of this Indenture;


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<PAGE>

                           (4)      the Indenture has been duly authorized,
                  executed and delivered by the Issuer and constitutes a
                  legal, valid and binding agreement of the Issuer,
                  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 principles
                  of equity;

                           (5)      the issuance of the Securities will not
                  result in any default under this Indenture, or any other
                  contract, indenture, loan agreement or other instrument to
                  which the Issuer is a party or by which it or any of its
                  property is bound; and

                           (6)      no consent, approval, authorization,
                  order, registration or qualification of or with any
                  governmental agency or body having jurisdiction over the
                  Issuer is required for the execution and delivery of the
                  Securities of such series by the Issuer, except such as
                  have been obtained (except that no opinion need be
                  expressed as to state securities or Blue Sky laws).

         The Trustee shall have the right to decline to authenticate and
deliver any Securities of any series under this Section (other than
Securities the forms and terms of which shall have been established by
supplemental indenture) if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken by the Issuer or if the Trustee
in good faith by a trust committee of Responsible Officers shall determine
that such action would expose the Trustee to personal liability to existing
Holders or would affect the Trustee's rights, duties or immunities under the
Securities of any such series, this Indenture or otherwise.

         If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in
accordance with this Section and the Issuer Order with respect to such
series, authenticate and make available for delivery one or more Global
Securities that (i) shall be in an aggregate amount equal to the aggregate
principal amount specified in such Issuer Order, (ii) shall be registered in
the name of the Depositary therefor or its nominee, (iii) shall be delivered
by the Trustee to such Depositary or pursuant to such Depositary's
instructions and (iv) shall bear a legend substantially to the following
effect:

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

2.5      Execution of Securities

         The Securities shall be signed on behalf of the Issuer by one of
its Chairman, its President, any Vice President (whether or not designated
by a number or numbers or a word or words added before or after the title
"Vice President"), the Treasurer or an Assistant Treasurer, and attested by
the Secretary or an Assistant Secretary of the Issuer. Such signatures may
be the manual or facsimile signatures of such officers. Typographical and
other minor errors or defects in any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated
and delivered by the Trustee.

         In case any officer of the Issuer who shall have so signed any of
the Securities shall cease to be such officer before the Security so signed
shall be authenticated and delivered by the Trustee or disposed of by the
Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though


                                   - 10 -

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<PAGE>

the person who signed such Security had not ceased to be such officer of the
Issuer; and any Security may be so signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be
the proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

2.6      Certificate of Authentication

         Only such Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, executed by
the Trustee by the manual signature of one of its authorized officers, shall
be entitled to the benefits of this Indenture or be valid or obligatory for
any purpose. The execution of such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered
hereunder and that the Holder is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Issuer, and the
Issuer shall deliver such Security to the Trustee for cancellation as
provided in Section 2.10, together with a written statement (which need not
comply with Section 13.5 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Issuer, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

2.7      Denomination of Securities; Payments of Interest

         The Securities of each series shall be issuable in registered form
in denominations established as contemplated by Section 2.3. The Securities
of each series shall be numbered, lettered or otherwise distinguished in
such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as
evidenced by the execution and authentication thereof.

         The Securities of each series shall bear interest from the date,
and such interest shall be payable on the Interest Payment Dates,
established as contemplated by Section 2.3.

         The Person in whose name any Security of any series is registered
at the close of business on any Record Date applicable to such series with
respect to any Interest Payment Date for such series shall be entitled to
receive the interest, if any, payable on such Interest Payment Date
notwithstanding any transfer or exchange of such Security subsequent to the
Record Date and prior to such Interest Payment Date, except if and to the
extent the Issuer shall default in the payment of the interest due on such
Interest Payment Date, in which case such defaulted interest shall be paid
to the Persons in whose names Outstanding Securities of such series are
registered at the close of business on a subsequent Record Date (which shall
be not less than five Business Days prior to the date of payment of such
defaulted interest) established by notice given by mail by or on behalf of
the Issuer to the Holders of Securities of such series not less than 15 days
preceding such subsequent Record Date. The term "Record Date," as used with
respect to any Interest Payment Date (except a date for payment of defaulted
interest) for the Securities of any series, shall mean the date specified as
such in the terms of the Securities of such series established as
contemplated by Section 2.3.

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


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2.8      Registration, Transfer and Exchange

         The Issuer will keep, or cause to be kept, at the Corporate Trust
Office and at each other office or agency to be maintained for the purpose
as provided in Section 3.2 for each series of Securities a register or
registers (collectively, the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, it will provide for the
registration of Securities of such series and the registration of transfer
of Securities of such series. The Security Register shall be in written form
in the English language or in any other form capable of being converted into
such form within a reasonable time. At all reasonable times such register or
registers not maintained by the Trustee shall be open for inspection by the
Trustee. Unless and until otherwise determined by the Issuer pursuant to
Section 2.3, the Security Register with respect to each series of Securities
shall be kept solely at the Corporate Trust Office and, for this purpose,
the Trustee shall be designated the "Security Registrar."

         Upon due presentation for registration of transfer of any Security
of any series at any such office or agency, the Issuer shall execute and the
Trustee shall authenticate and make available for delivery in the name of
the transferee or transferees a new Security or Securities of the same
series, maturity date and interest rate in authorized denominations for a
like aggregate principal amount.

         At the option of the Holder thereof, Securities of any series
(other than a Global Security, except as set forth below) may be exchanged
for one or more Securities of such series in authorized denominations for a
like aggregate principal amount, upon surrender of such Securities to be
exchanged at the office or agency to be maintained for such purpose in
accordance with Section 3.2 and upon payment, if the Issuer shall so
require, of the charges hereinafter provided. Whenever any Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and make available for delivery, the Securities which the
Holder making the exchange is entitled to receive. All Securities
surrendered upon any exchange or transfer provided for in this Indenture
shall be promptly cancelled by the Trustee and the Trustee will deliver a
certificate of cancellation thereof to the Issuer.

         All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments
of transfer in form satisfactory to the Issuer and the Trustee duly executed
by, the Holder or his or her attorney duly authorized in writing.

         The Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities, other than exchanges
pursuant to Sections 2.11, 8.5 and 11.2 not involving any transfer. No
service charge shall be made for any such transaction.

         The Issuer shall not be required to (a) issue, exchange or register
a transfer of any Securities of any series for a period of 15 days next
preceding the first mailing or publication of notice of redemption of
Securities of such series to be redeemed or (b) exchange or register the
transfer of any Securities selected, called or being called for redemption,
in whole or in part, except, in the case of any Security to be redeemed in
part, the portion thereof not so to be redeemed.

         Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor
Depositary for such Global Security or a nominee of such successor
Depositary.


                                   - 12 -

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<PAGE>

         If at any time a Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at
any time any such Depositary shall no longer be eligible as a Depositary,
the Issuer shall appoint a successor Depositary with respect to the
Securities held by such Depositary. If a successor Depositary is not
appointed by the Issuer within 90 days after the Issuer receives such notice
or becomes aware of such ineligibility, the Securities of such series shall
no longer be represented by one or more Global Securities held by such
Depositary, and the Issuer shall execute, and the Trustee, upon receipt of
an Issuer Order for the authentication and delivery of definitive Securities
of such series, shall authenticate and make available for delivery
Securities of such series in definitive registered form without coupons, in
any authorized denominations and in an aggregate principal amount equal to
the principal amount of the Global Security or Securities held by such
Depositary in exchange for such Global Security or Securities.

         The Issuer may at any time and in its sole discretion determine
that the Securities of a particular series shall no longer be represented by
a Global Security or Securities. In such event, the Issuer shall execute,
and the Trustee, upon receipt of an Issuer Order for the authentication and
delivery of definitive Securities of such series, shall authenticate and
deliver, Securities of such series in definitive registered form in any
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing
Securities of such series in exchange for such Global Security or
Securities.

         If so specified by the Issuer pursuant to Section 2.3 with respect
to Securities of a particular series represented by a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for Securities of such series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and make available for delivery:

                  (a)      to each Person specified by such Depositary a new
         Security or Securities of such series, in any authorized
         denominations requested by such Person, in an aggregate principal
         amount equal to, and in exchange for, such Person's beneficial
         interest in the Global Security; and

                  (b)      to such Depositary a new Global Security in a
         denomination equal to the difference between the principal amount
         of the surrendered Global Security and the aggregate principal
         amount of Securities authenticated and delivered pursuant to clause
         (a) above.

         Upon the exchange of any Global Security for Securities in
definitive registered form in authorized denominations, such Global Security
shall be cancelled by the Trustee or an agent of the Issuer or the Trustee.
Securities in definitive registered form without coupons issued in exchange
for a Global Security pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee or an agent of the Issuer or the
Trustee. The Trustee or such agent shall deliver such Securities to or as
directed by the Persons in whose names such Securities are so registered.

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

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2.9      Mutilated, Defaced, Destroyed, Lost and Stolen Securities

         In case any temporary or definitive Security shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its
discretion may execute, and upon receipt of an Issuer Order, the Trustee
shall authenticate and make available for delivery a new Security of the
same series, maturity date and interest rate, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case
the applicant for a substitute Security shall furnish to the Issuer and to
the Trustee or any agent of the Issuer or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save
each of them and any agent of either of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof
and, in the case of mutilation or defacement, shall surrender the Security
to the Trustee or such agent.

         Upon the issuance of any substitute Security the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee or its agent) connected
therewith. In case any Security which has matured or is about to mature or
has been called for redemption in full shall become mutilated or defaced or
be destroyed, lost or stolen, the Issuer may, instead of issuing a
substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated or defaced Security), if
the applicant for such payment shall furnish to the Issuer and to the
Trustee or any agent of the Issuer or the Trustee 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, evidence to their satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof.

         Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights
set forth in) this Indenture equally and proportionately with any and all
other Securities of such series duly authenticated and delivered hereunder.
All Securities 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, defaced, destroyed, lost
or stolen Securities 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.

2.10     Cancellation of Securities; Destruction Thereof

         All Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a
sinking or analogous fund, if surrendered to the Issuer or any agent of the
Issuer or any agent of the Trustee, shall be delivered to the Trustee or its
agent for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee or its
agent shall cancel Securities held by it and deliver a certificate of
cancellation to the Issuer. If the Issuer or its agent shall acquire any of
the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee or its agent for cancellation.

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2.11     Temporary Securities

         Pending the preparation of definitive Securities for any series,
the Issuer may execute and the Trustee shall authenticate and make available
for delivery temporary Securities for such series (printed, lithographed,
typewritten or otherwise reproduced, in each case in form satisfactory to
the Trustee). Temporary Securities of any series shall be issuable as
registered Securities of any authorized denomination, and substantially in
the form of the definitive Securities of such series but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of
the Trustee as evidenced by the execution and authentication thereof.
Temporary Securities may contain such references to any provisions of this
Indenture as may be appropriate. Every temporary Security shall be executed
by the Issuer and be authenticated by the Trustee upon the same conditions
and in substantially the same manner, and with like effect, as the
definitive Securities. Without unreasonable delay the Issuer shall execute
and shall furnish definitive Securities of such series and thereupon
temporary Securities of such series may be surrendered in exchange for such
definitive Securities in registered form without charge at each office or
agency to be maintained for such purpose in accordance with Section 3.2 and
the Trustee shall authenticate and make available for delivery in exchange
for such temporary Securities of such series an equal aggregate principal
amount of definitive Securities of the same series in authorized
denominations. Until so exchanged, the temporary Securities of any series
shall be entitled to the same benefits under this Indenture as definitive
Securities of such series, unless otherwise established pursuant to Section
2.3. The provisions of this Section are subject to any restrictions or
limitations on the issue and delivery of temporary Securities of any series
that may be established pursuant to Section 2.3.

2.12     Computation of Interest

         Except as otherwise specified as contemplated by Section 2.3 for
Securities of any series, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

2.13     CUSIP Numbers

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

                    ARTICLE III. COVENANTS OF THE ISSUER

3.1      Payment of Principal and Interest

         The Issuer covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of, and interest, if any, on, each of the Securities of such
series (together with any additional amounts payable pursuant to the terms
of such Securities) at the place or places, at the respective times and in
the manner provided in such Securities and in this Indenture. The interest
on Securities (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only to or upon the written order
of the Holders thereof and, at the option of the Issuer, may be paid by wire
transfer or by mailing checks for such interest payable to or upon the
written order of such Holders at their last addresses as they appear on the
registry books of the Issuer.

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3.2      Offices for Payments, etc.

         So long as any Securities are outstanding hereunder, the Issuer
will maintain in The City of New York, State of New York an office or agency
where the Securities of each series may be presented for payment, where the
Securities of each series may be presented for exchange as in this Indenture
provided, and where the Securities of each series may be presented for
registration of transfer as in this Indenture provided.

         The Issuer will maintain in The City of New York an office or
agency where notices and demands to or upon the Issuer in respect of the
Securities of any series, or this Indenture may be served.

         The Issuer will give to the Trustee prompt written notice of the
location of each such office or agency and of any change of location
thereof. In case the Issuer shall fail to maintain any office or agency
required by this Section to be located in The City of New York, State of New
York or shall fail to give such notice of the location or of any change in
the location of any of the above offices or agencies, presentations and
demands may be made and notices may be served at the Corporate Trust Office
of the Trustee, and, in such event, the Trustee shall act as the Issuer's
agent to receive all such presentations, surrenders, notices and demands.

         The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of any series may be presented for
payment, where the Securities of such series may be presented for exchange
as in this Indenture provided, where the Securities of such series may be
presented for registration of transfer as in this Indenture provided and the
Issuer may from time to time rescind any such designation; provided,
however, that no such designation or rescission shall in any manner relieve
the Issuer of its obligation to maintain any office or agency provided for
in this Section. The Issuer will give to the Trustee prompt written notice
of any such designation or rescission thereof and of change in the location
of any such other office or agency.

3.3      Appointment to Fill a Vacancy in Office of Trustee

         The Issuer, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee with respect to each
series of Securities hereunder.

3.4      Paying Agents

         Whenever the Issuer shall appoint a paying agent other than the
Trustee with respect to the Securities of any series, it will cause such
paying agent to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provisions of this
Section:

                  (a)      that such paying agent will hold all sums
         received by it as such agent for the payment of the principal of or
         interest, if any, on the Securities of such series (whether such
         sums have been paid to it by the Issuer or by any other obligor on
         the Securities of such series) in trust for the benefit of the
         Holders of the Securities of such series entitled thereto or of the
         Trustee until such sums shall be paid to such Holders or otherwise
         disposed of as herein provided;

                  (b)      that such paying agent will give the Trustee
         notice of any failure by the Issuer (or by any other obligor on the
         Securities of such series) to make any payment of the principal of
         or interest on the Securities of such series when the same shall be
         due and payable; and

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                  (c)      at any time during the continuance of any such
         failure, upon the written request of the Trustee, forthwith pay to
         the Trustee all sums so held in trust by such paying agent.

         The Issuer will, on or prior to each due date of the principal of
or interest, if any, on the Securities of any series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming
due, such sum to be held in trust for the benefit of the Holders of the
Securities of such series entitled to such principal or interest, and
(unless such paying agent is the Trustee) the Issuer will promptly notify
the Trustee of any failure to take such action.

         If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the
principal of or interest, if any, on the Securities of such series, set
aside, segregate and hold in trust for the benefit of the Holders of the
Securities of such series a sum sufficient to pay such principal or
interest, if any, so becoming due until such sums shall be paid to such
Holders or otherwise disposed of as herein provided. The Issuer will
promptly notify the Trustee of any failure to take such action.

         Anything in this section to the contrary notwithstanding, but
subject to Section 10.1, the Issuer may at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or all
series of Securities hereunder, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust for any such series by the Issuer
or any paying agent hereunder, as required by this Section, such sums to be
held by the Trustee upon the trusts herein contained, and, upon such payment
by any paying agent to the Trustee, such paying agent shall be released from
all further liability with respect to such money.

         Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to
the provisions of Sections 10.3 and 10.4.

3.5      Limitation on Dividends; Transactions with Affiliates

         If Securities are issued to a Laclede Trust or a trustee of such
trust in connection with the issuance of Trust Securities by such Laclede
Trust and (a) an Event of Default shall have occurred, (b) there shall have
occurred any event of which the Issuer has actual knowledge that (i) is, or
with the giving of notice or the lapse of time, or both, would constitute an
Event of Default and (ii) in respect of which the Issuer shall not have
taken reasonable steps to cure, (c) the Issuer shall be in default with
respect to its payment or any obligations under the Preferred Securities
Guarantee or Common Securities Guarantee relating to such Trust Securities
or (d) the Issuer shall have given notice of its election to defer payments
of interest on such Securities by extending the interest payment period as
provided in any indenture supplemental hereto and such period, or any
extension thereof, shall be continuing, then (x) the Issuer shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase or make a liquidation payment with respect to, any of its
capital stock, (y) the Issuer shall not make any payment of interest or
principal or premium on, or repay, repurchase or redeem any debt securities
(including guarantees) issued by the Issuer that rank pari passu with or
junior to such Securities and (z) the Issuer shall not make guarantee
payments with respect to the foregoing (other than, with respect to clauses
(x), (y) and (z), (A) dividends or distributions in shares of, or options,
warrants or rights to subscribe for or purchase shares of, common stock of
the Issuer; (B) any declaration of a dividend in connection with the
implementation of a shareholder's rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of any
such rights pursuant thereto; (C) payments under the Preferred Securities
Guarantee; (D) as a direct result of, and only to the extent required in
order to avoid the issuance of fractional shares of capital stock, following
a reclassification of the Issuer's capital stock or the exchange or
conversion of one class or series of the Issuer's capital stock for another
class or series of the Issuer's capital stock; and (E) the purchase of
fractional interests in shares of the Issuer's capital stock pursuant to

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the conversion or exchange provisions of such capital stock or the security
being converted or exchanged).

3.6      Covenants as to Laclede Trust

         In the event Securities are issued to a Laclede Trust or a trustee
of such trust, in connection with the issuance of Trust Securities by such
trust, for so long as such Trust Securities remain outstanding, the Issuer
will (i) maintain 100% direct or indirect ownership of the Common Securities
of such trust; provided, however, that any permitted successor of the Issuer
under the Indenture may succeed to the Issuer's ownership of the Common
Securities, (ii) not cause, as sponsor of such trust, or permit, as holder
of Common Securities of such trust, the dissolution, winding-up or
termination of such trust, except in connection with a distribution of
Securities as provided in the Declaration and in connection with certain
mergers, consolidations or amalgamations permitted by the Declaration and
(iii) use its reasonable efforts to cause such trust (a) to remain a
business trust, except in connection with a distribution of Securities, the
redemption of all of the Trust Securities of such Laclede Trust or certain
mergers, consolidations or amalgamations, each as permitted by the
Declaration of such Laclede Trust, and (b) to otherwise continue to be
classified for United States federal income tax purposes as a grantor trust.

              ARTICLE IV. SECURITYHOLDERS LISTS AND REPORTS BY
                          THE ISSUER AND THE TRUSTEE

4.1      Issuer to Furnish Trustee Names and Addresses of Securityholders

         The Issuer and any other obligor on the Securities covenant and
agree that they will furnish or cause to be furnished to the Trustee a list
in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Securities of each series:

                  (a)      Semi-annually and not more than 15 days after
         each Record Date for the payment of interest on such Securities, as
         of such Record Date and on dates to be determined pursuant to
         Section 2.3 for non-interest bearing Securities, in each year; and

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

provided that if and so long as the Trustee shall be the Security Registrar
for such series such list shall not be required to be furnished.

4.2      Preservation and Disclosure of Securityholders Lists

                  (a)      The Trustee shall preserve, in as current a form
         as is reasonably practicable, all information as to the names and
         addresses of the Holders of each series of Securities (i) contained
         in the most recent list furnished to it as provided in Section 4.1,
         (ii) received by it in the capacity of Security Registrar for such
         series, if so acting, and (iii) filed with it within the two
         preceding years pursuant to Section 4.3. The Trustee may destroy
         any list furnished to it as provided in Section 4.1 upon receipt of
         a new list so furnished.

                  (b)      In case three or more Holders of Securities
         (hereinafter referred to as "applicants") apply in writing to the
         Trustee and furnish to the Trustee reasonable proof that each such
         applicant has owned a Security for a period of at least six months
         preceding the date of such application, and such application states
         that the applicants desire to communicate with other

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<PAGE>

         Holders of Securities of a particular series (in which case the
         applicants must all hold Securities of such series) or with Holders
         of all Securities with respect to their rights under this Indenture
         or under such Securities and such application is accompanied by a
         copy of the form of proxy or other communication which such
         applicants propose to transmit, then the Trustee shall, within five
         Business Days after the receipt of such application, at its
         election, either:

                           (i)      afford to such applicants access to the
                  information preserved at the time by the Trustee in
                  accordance with the provisions of subsection (a) of this
                  Section; or

                           (ii)     inform such applicants as to the
                  approximate number of Holders of Securities of such series
                  or of all Securities, as the case may be, whose names and
                  addresses appear in the information preserved at the time
                  by the Trustee, in accordance with the provisions of such
                  subsection (a) and as to the approximate cost of mailing
                  to such Holders the form of proxy or other communication,
                  if any, specified in such application. If the Trustee
                  shall elect not to afford to such applicants access to
                  such information, the Trustee shall, upon the written
                  request of such applicants, mail to each Holder of such
                  series or all Holders of Securities, whose name and
                  address appears in the information preserved at the time
                  by the Trustee in accordance with the provisions of such
                  subsection (a) a copy of the form of proxy or other
                  communication which is specified in such request, with
                  reasonable promptness after a tender to the Trustee of the
                  material to be mailed and of payment, or provision for the
                  payment, of the reasonable expenses of mailing, unless
                  within five days after such tender the Trustee shall mail
                  to such applicants and file with the Commission, together
                  with a copy of the material to be mailed, a written
                  statement to the effect that, in the opinion of the
                  Trustee, such mailing would be contrary to the best
                  interests of the Holders of Securities of such series or
                  of all Securities, as the case may be, or would be in
                  violation of applicable law. Such written statement shall
                  specify the basis of such opinion. If the Commission,
                  after opportunity for a hearing upon the objections
                  specified in the written statement so filed, shall enter
                  an order refusing to sustain any of such objections or if,
                  after the entry of an order sustaining one or more of such
                  objections, the Commission shall find, after notice and
                  opportunity for hearing, that all the objections so
                  sustained have been met, and shall enter an order so
                  declaring, the Trustee shall mail copies of such material
                  to all such Holders with reasonable promptness after the
                  entry of such order and the renewal of such tender;
                  otherwise the Trustee shall be relieved of any obligation
                  or duty to such applicants respecting their application.

                  (c)      Each and every Holder of Securities by receiving
         and holding the same, agrees with the Issuer and the Trustee that
         neither the Issuer nor the Trustee nor any agent of the Issuer or
         the Trustee shall be held accountable by reason of the disclosure
         of any such information as to the names and addresses of the
         Holders of Securities in accordance with the provisions of
         subsection (b) of this Section, regardless of the source from which
         such information was derived, and that the Trustee shall not be
         held accountable by reason of mailing any material pursuant to a
         request made under such subsection (b).

4.3      Reports by the Issuer

         The Issuer covenants:

                  (a)      to file with the Trustee, within 15 days after
         the Issuer is required to file the same with the Commission, copies
         of the annual reports and of the information, documents and other
         reports (or copies of such portions of any of the foregoing as the
         Commission may from time to

                                   - 19 -

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<PAGE>

         time by rules and regulations prescribe) that the Issuer may be
         required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or if the
         Issuer is not required to file information, documents or reports
         pursuant to either of such Sections, then to file with the Trustee
         and the Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents, and reports
         which may be required pursuant to Section 13 of the Securities
         Exchange Act of 1934 in respect of a debt security listed and
         registered on a national securities exchange as may be prescribed
         from time to time in such rules and regulations;

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

                  (c)      to transmit by mail to the Holders of Securities
         within 30 days after the filing thereof with the Trustee, in the
         manner and to the extent provided in Section 4.4(c), such summaries
         of any information, documents and reports required to be filed by
         the Issuer pursuant to subsections (a) and (b) of this Section as
         may be required to be transmitted to such Holders by rules and
         regulations prescribed from time to time by the Commission; and

                  (d)      to furnish to the Trustee, not less often than
         annually, a brief certificate from the principal executive officer,
         principal financial officer or principal accounting officer as to
         his or her knowledge of the Issuer's compliance with all conditions
         and covenants under this Indenture (such compliance to be
         determined without regard to any period of grace or requirement of
         notice provided under this Indenture).

         Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

4.4      Reports by the Trustee

                  (a)      The Trustee shall transmit to the Holders such
         reports concerning the Trustee and its actions under this Indenture
         as may be required pursuant to the Trust Indenture Act at the times
         and in the manner provided pursuant thereto. Annually, not later
         than 60 days after _______ of each year, the Trustee shall transmit
         to the Holders and the Commission a report with respect to events
         described in Section 313(a) of the Trust Indenture Act, in such
         manner and to the extent revised thereunder.

                  (b)      Reports pursuant to this Section shall be
         transmitted by mail to all Holders of Securities, as the names and
         addresses of such Holders appear upon the Security Register;

                  (c)      A copy of each such report shall, at the time of
         such transmission to the Holders, be furnished to the Issuer and be
         filed by the Trustee with each stock exchange, if any, upon which
         the Securities of any series are listed and also with the
         Commission. The Issuer agrees to notify the Trustee when and as the
         Securities of such series become admitted to trading on any
         national securities exchange or delisted therefrom.

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                   ARTICLE V. REMEDIES OF THE TRUSTEE AND
                    SECURITYHOLDERS ON EVENT OF DEFAULT

5.1      Event of Default Defined; Acceleration of Maturity; Waiver of Default

         "Event of Default" with respect to Securities of any series,
wherever used herein, means each of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):

                  (a)      default in the payment of any installment of
         interest upon any of the Securities of such series as and when the
         same shall become due and payable, (whether or not payment is
         prohibited by the provisions of Article XII hereof), and
         continuance of such default for a period of 30 days; provided,
         however, that if the Issuer is permitted by the terms of the
         Securities of such series to defer the payment in question, the
         date on which such payment is due and payable shall be the date on
         which the Issuer is required to make payment following such
         deferral, if such deferral has been elected pursuant to the terms
         of the Securities; or

                  (b)      default in the payment of all or any part of the
         principal of the Securities of such series as and when the same
         shall become due and payable (whether or not payment is prohibited
         by the provisions of Article XII hereof), whether at Maturity, upon
         purchase by the Issuer at the option of the Holder, upon any
         redemption, by declaration or otherwise; or

                  (c)      default in the deposit or payment of any sinking
         fund or analogous payment (whether or not payment is prohibited by
         the provisions of Article XII hereof) for the benefit of the
         Securities of such series as and when the same shall become due and
         payable; or

                  (d)      failure on the part of the Issuer duly to observe
         or perform any other of the covenants or agreements on the part of
         the Issuer in the Securities of such series or in this Indenture
         contained (other than a covenant or agreement expressly included
         herein solely for the benefit of Securities of other series) for a
         period of 90 days after the date on which written notice specifying
         such failure, stating that such notice is a "Notice of Default"
         hereunder and demanding that the Issuer remedy the same, shall have
         been given by registered or certified mail, return receipt
         requested, to the Issuer by the Trustee, or to the Issuer and the
         Trustee by the Holders of not less than 25% in aggregate principal
         amount of the Outstanding Securities of all series affected
         thereby; or

                  (e)      a court having jurisdiction in the premises shall
         enter a decree or order for relief in respect of the Issuer in an
         involuntary case under any applicable bankruptcy, insolvency or
         other similar law now or hereafter in effect, adjudging the Issuer
         a bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition of
         or in respect of the Issuer under any applicable law, or appointing
         a receiver, liquidator, assignee, custodian, trustee or
         sequestrator (or similar official) of the Issuer or for any
         substantial part of the property of the Issuer, or ordering the
         winding up or liquidation of the affairs of the Issuer, and such
         decree or order shall remain unstayed and in effect for a period of
         90 consecutive days; or

                  (f)      the Issuer shall commence a voluntary case or
         proceeding under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect or any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or consent to
         the entry of a decree or order

                                   - 21 -

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<PAGE>

         for relief in an involuntary case under any such law, or to the
         commencement of any bankruptcy or insolvency case or proceeding
         against it, or the filing by it of a petition or answer or consent
         seeking reorganization or relief under any applicable law, or
         consent to the filing of such petition or to the appointment or
         taking possession by a receiver, liquidator, assignee, custodian,
         trustee or sequestrator (or similar official) of the Issuer or for
         any substantial part of the property of the Issuer, or make any
         general assignment for the benefit of creditors, or the notice by
         it in writing of its inability to pay its debts generally as they
         become due, or the taking of any corporate action by the Issuer in
         furtherance of any such action; or

                  (g)      in the event Securities are issued to a Laclede
         Trust or the trustee of such trust of the Company in connection
         with the issuance of Trust Securities by such trust, such trust
         shall have voluntarily or involuntarily dissolved, wound-up its
         business or otherwise terminated its existence except in connection
         with (i) the distribution of Securities to holders of Trust
         Securities in liquidation of their interests in such trust, (ii)
         the redemption of all outstanding Trust Securities of such trust,
         and (iii) mergers, consolidations or amalgamations, each as
         permitted by the Declaration of such trust;

then, unless the principal of all the Securities shall have already become
due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all the Securities of such series then
Outstanding, by notice in writing to the Issuer (and to the Trustee if given
by such Holders), may declare the entire principal of all the Securities of
such series then Outstanding and interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable.

         The foregoing paragraph, however, is subject to the condition that
if, at any time after the principal of the Securities of one or more series
shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the Issuer shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon
all the Securities of such series and the principal of all Securities of
such series which shall have become due otherwise than by acceleration (with
interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest specified in the
Securities of such series, to the date of such payment or deposit) and such
amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a
result of negligence or bad faith, and if any and all Events of Default
under this Indenture with respect to such series, other than the non-payment
of the principal of Securities of such series which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as
provided herein then, and in every such case, the Holders of a majority in
aggregate principal amount of all the Securities of such affected series
then Outstanding by written notice to the Issuer and to the Trustee, may
direct the Trustee to waive all defaults with respect to such series and
rescind and annul such declaration and its consequences, but no such waiver
or rescission and annulment shall extend to or shall affect any subsequent
default or shall impair any right consequent thereon.

5.2      Collection of Indebtedness by Trustee; Trustee May Prove Debt

         The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any
series when such interest shall have become due and payable, and such
default shall have continued for a period of 30 days, or (b) in case default
shall be made in the payment of all or any part of the principal of any of
the Securities of any series when the same shall have become due and
payable, whether at Maturity, upon redemption, by declaration or otherwise
-- then, upon

                                   - 22 -

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demand of the Trustee, the Issuer will pay to the Trustee for the benefit of
the Holders of the Securities of such series the whole amount that then
shall have become due and payable on all Securities of such series for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest specified in the
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel,
and any expenses and liabilities incurred by such parties, and all advances
made by the Trustee except as a result of its negligence or bad faith.

         Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of such series to the Holders,
whether or not the Securities of such series be overdue.

         In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against the
Issuer or other obligor upon the Securities of such series and collect in
the manner provided by law out of the property of the Issuer or other
obligor upon the Securities of such series, wherever situated the moneys
adjudged or decreed to be payable.

         In case there shall be pending proceedings relative to the Issuer
or any other obligor upon the Securities of any series under Title 11 of the
United States Code or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee
in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Issuer or
its property or such other obligor, or in case of any other comparable
judicial proceedings relative to the Issuer or such other obligor, or to the
creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand pursuant
to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

                  (a)      to file and prove a claim or claims for the whole
         amount of the principal and interest owing and unpaid in respect of
         the Securities of each series, 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 reasonable
         compensation to the Trustee and its agents, attorneys and counsel,
         and for reimbursement of all expenses and liabilities incurred, and
         all advances made, by the Trustee, except as a result of negligence
         or bad faith) and of the Securityholders allowed in any judicial
         proceedings relative to the Issuer or such other obligor, or to the
         creditors or property of the Issuer or such other obligor;

                  (b)      unless prohibited by applicable law and
         regulations, to vote on behalf of the Holders of the Securities of
         each series in any election of a trustee or a standby trustee in
         arrangement, reorganization, liquidation or other bankruptcy or
         insolvency proceedings or person performing similar functions in
         comparable proceedings; and

                  (c)      to collect and receive any moneys or other
         property payable or deliverable on any such claims, and to
         distribute all amounts received with respect to the claims of the
         Securityholders and of the Trustee on their behalf; and any
         trustee, receiver, liquidator, custodian or other similar official
         is hereby authorized by each of the Securityholders to make
         payments to the Trustee, and, in the event that the Trustee shall
         consent to the making of payments directly to

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         the Securityholders, to pay to the Trustee such amounts as shall be
         sufficient to cover reasonable compensation to the Trustee, and its
         agents, attorneys and counsel, and all other expenses and
         liabilities incurred, and all advances made, by the Trustee except,
         in each case, as a result of negligence or bad faith.

         Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or vote for or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any series 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 except, as aforesaid, to vote for the election of a
trustee in bankruptcy or similar person.

         All rights of action and of asserting claims under this Indenture,
or under any of the Securities of any series may be prosecuted and enforced
by the Trustee without the possession of any of the Securities of such
series or the production thereof at any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall
be brought in its own name as trustee of an express trust, and any recovery
of judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee and its agents, attorneys and counsel, shall be
for the ratable benefit of the Holders of the Securities in respect of which
such action was taken.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities in respect to which action was taken, and it shall
not be necessary to make any Holders of such Securities parties to any such
proceedings.

5.3      Application of Proceeds

         Any moneys collected by the Trustee pursuant to this Article in
respect of the Securities of any series shall be applied in the following
order at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which moneys have been
collected and stamping (or otherwise noting) thereon the payment, and upon
surrender thereof if fully paid, or issuing Securities of the same series in
reduced principal amounts in exchange for the presented Securities if only
partially paid, or upon surrender thereof if fully paid;

         FIRST: To the payment of costs and expenses of collection
applicable to such series, including reasonable compensation to the Trustee
and its agents, attorneys and counsel and of all expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of
negligence or bad faith;

         SECOND: In case the principal of the Securities of such series in
respect of which moneys have been collected shall not have become and be
then due and payable, to the payment of interest, if any, on the Securities
of such series in default in the order of the maturity of the installments
of such interest, with interest (to the extent that such interest has been
collected by the Trustee and to the extent permitted by law) upon the
overdue installments of interest at the same rate as the rate of interest
specified in such Securities, such payments to be made ratably to the
Persons entitled thereto, without discrimination or preference;

         THIRD: In case the principal of the Securities of such series in
respect of which moneys have been collected shall have become and be then
due and payable, to the payment of the whole amount then owing and unpaid
upon all the Securities of such series for principal and interest, if any,
with interest upon the overdue principal, and (to the extent that such
interest has been collected by the Trustee and to the extent permitted by
law) upon overdue installments of interest at the same rate as the rate of
interest

                                   - 24 -

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<PAGE>

specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon
the Securities of such series, then to the payment of such principal and
interest, without preference or priority of principal over interest, or of
interest over principal, or of any installment of interest over any other
installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such principal and
accrued and unpaid interest; and

         FOURTH:  To the payment of the remainder, if any, to the Issuer.

5.4      Suits for Enforcement

         In case an Event of Default has occurred, has not been waived and
is continuing, 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 necessary to protect and
enforce any of such rights, either at law or in equity or 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.

5.5      Restoration of Rights on Abandonment of Proceedings

         In case the Trustee or any Holder shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee or to such Holder, then, and in every such case,
the Issuer, the Trustee and the Holders shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and
powers of the Issuer, the Trustee and the Holders shall continue as though
no such proceedings had been taken.

5.6      Limitations on Suits by Securityholders

         No Holder of any Security of any series shall have any right by
virtue or by availing of any provision of this Indenture to institute any
action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a
trustee, receiver, liquidator, custodian or other similar official or for
any other remedy hereunder, unless such Holder previously shall have given
to the Trustee written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of not less than 25% in
aggregate principal amount of the Securities of each affected series then
Outstanding (determined as provided herein and voting as one class) shall
have made written request upon the Trustee to institute such action or
proceedings 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 failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to
the Trustee pursuant to Section 5.9; it being understood and intended, and
being expressly covenanted by the taker and Holder of every Security with
every other taker and Holder and the Trustee, that no one or more Holders of
Securities of any series shall have any right in any manner whatever by
virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder of Securities 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 Securities
of the affected series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

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5.7      Unconditional Right of Securityholders to Receive Principal and
         Interest and to Institute Certain Suits

         Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security to
receive payment of the principal of and interest, if any, on such Security
on or after the respective due dates expressed in such Security or any date
fixed for redemption, 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.

5.8      Powers and Remedies Cumulative; Delay or Omission Not Waiver of
         Default

         Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         No delay or omission of the Trustee or of any Holder of Securities
to exercise any right or power accruing upon any Event of Default occurring
and continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 5.6, every right and power given by this
Indenture or by law to the Trustee or to the Holders of Securities may be
exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Holders of Securities, as the case may be.

5.9      Control by Holders of Securities

         The Holders of a majority in aggregate principal amount of the
Securities of each series affected at the time Outstanding (determined as
provided herein and voting as one class) 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 upon
the Trustee with respect to the Securities of such affected series by this
Indenture; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture; and provided
further that (subject to the provisions of Section 6.1) the Trustee shall
have the right to decline to follow any such direction if the Trustee, being
advised by counsel of its choice, shall determine that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors, its executive committee or a trust
committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the
Trustee in personal liability or that the actions or forbearances specified
in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of all affected series not joining in
the giving of said direction, it being understood that (subject to Section
6.1) the Trustee shall have no duty to ascertain whether or not such actions
or forbearances are unduly prejudicial to such Holders.

         Nothing in this Indenture shall impair the right of the Trustee in
its discretion to take any action deemed proper by the Trustee and which is
not inconsistent with such direction or directions by Securityholders.

5.10     Waiver of Past Defaults

         Prior to the declaration of acceleration of the Maturity of any
Securities as provided in Section 5.1, the Holders of a majority in
aggregate principal amount of the Securities of all series at the time

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<PAGE>

Outstanding with respect to which a default or an Event of Default shall
have occurred and be continuing (determined as provided herein and voting as
one class) may on behalf of the Holders of all such affected Securities
waive any past default or Event of Default described in Section 5.1 and its
consequences, except a default or an Event of Default (i) in the payment of
the principal of or interest, if any, on any Security of such series, or
(ii) in respect of a covenant or provision hereof or of any Security which
cannot be modified or amended without the consent of the Holder of each
Security affected. In the case of any such waiver, the Issuer, the Trustee
and the Holders of all such affected Securities shall be restored to
their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

         Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have
occurred for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

5.11     Trustee to Give Notice of Default, But May Withhold in Certain
         Circumstances

         The Trustee shall, within 90 days after the occurrence of a default
with respect to the Securities of any series, give notice of all defaults
with respect to such series actually known to a Responsible Officer of the
Trustee to all Holders of Securities of such series in the manner and to the
extent provided in Section 4.4(c), unless in each case such defaults shall
have been cured before the mailing or publication of such notice (the term
"default" for the purpose of this Article being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); provided that, except in the case of default
in the payment of the principal of or the interest, if any, on any of the
Securities of such series, or in the payment of any sinking fund installment
or analogous payment on such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors or trustees and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of
such series.

5.12     Right of Court to Require Filing of Undertaking to Pay Costs

         All parties to this Indenture agree, and each Holder of any
Security by his or her acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses, against
any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case
of any suit relating to or arising under clause (d) or (g) of Section 5.1
(if the suit relates to the Securities of more than one but less than all
series), 10% in aggregate principal amount of the Securities then
Outstanding and affected thereby, or, in the case of any suit relating to or
arising under clause (d) or (g) (if the suit relates to all the Securities
then Outstanding), 10% in aggregate principal amount of all Securities then
Outstanding, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or the interest on any
Security on or after the due date expressed in such Security or any date
fixed for redemption.

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                     ARTICLE VI. CONCERNING THE TRUSTEE

6.1      Duties and Responsibilities of the Trustee; During Default; Prior
         to Default

         The Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to
such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a particular series has occurred (which has not
been cured or waived), the Trustee shall exercise with respect to such
series such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

                  (a)      prior to the occurrence of an Event of Default
         with respect to the Securities of any series and after the curing
         or waiving of all such Events of Default which may have occurred
         with respect to such series:

                           (i)      the duties and obligations of the
                  Trustee with respect to the Securities of such series
                  shall be determined solely by the express provisions of
                  this Indenture, and the Trustee shall not be liable except
                  for the performance of such duties and obligations as are
                  specifically set forth in this Indenture, and no implied
                  covenants or obligations shall be read into this Indenture
                  against the Trustee; and

                           (ii)     in the absence of bad faith on the part
                  of the Trustee, the Trustee may conclusively rely, as to
                  the truth of the statements and the correctness of the
                  opinions expressed therein, upon any statements,
                  certificates or opinions furnished to the Trustee and
                  conforming to the requirements of this Indenture; but in
                  the case of any such statements, 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 (but need
                  not confirm or investigate the accuracy of any
                  mathematical calculations or other facts stated therein);

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

                  (c)      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 an appropriate direction of the Holders pursuant to
         Section 5.9 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.

         None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if there shall be reasonable
grounds for believing that the repayment of such funds or adequate indemnity
against such liability is not reasonably assured to it.

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6.2      Certain Rights of the Trustee

         Subject to Section 6.1:

                  (a)      the Trustee may conclusively rely and shall be
         fully protected in acting or refraining from acting upon any
         resolution, Officers' Certificate or other certificate, statement,
         instrument, opinion, report, notice, request, consent, order, bond,
         debenture, note, security or other paper or document (whether in
         its original or facsimile form) believed by it to be genuine and to
         have been signed or presented by the proper party or parties;

                  (b)      any request, direction, order or demand of the
         Issuer mentioned herein shall be sufficiently evidenced by an
         Officers' Certificate (unless other evidence in respect thereof be
         herein specifically prescribed); and any resolution of the Board of
         Directors may be evidenced to the Trustee by a copy thereof
         certified by the secretary or an assistant secretary of the Issuer;

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

                  (d)      the Trustee shall be under no obligation to
         exercise any of the trusts or powers vested in it by this Indenture
         at the request, order or direction of any of the Holders pursuant
         to the provisions of this Indenture, unless such Holders shall have
         offered to the Trustee reasonable indemnity satisfactory to it
         against the costs, expenses and liabilities which might be incurred
         therein or thereby;

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

                  (f)      prior to the occurrence of an Event of Default
         with respect to the Securities of any series and after the curing
         or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond,
         debenture, note, security or other paper or document unless
         requested in writing so to do by the Holders of not less than a
         majority in aggregate principal amount of the Securities of all
         affected series then Outstanding; provided 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, in the opinion of the Trustee, not reasonably
         assured to the Trustee by the security afforded to it by the terms
         of this Indenture, the Trustee may require reasonable indemnity
         satisfactory to it against such costs, expenses or liabilities as a
         condition to proceeding; the reasonable expenses of every such
         investigation shall be paid by the Issuer or, if paid by the
         Trustee, shall be repaid by the Issuer upon demand;

                  (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 not regularly in its employ, and
         the Trustee shall not be responsible for any misconduct or
         negligence on the part of any such agent or attorney appointed with
         due care by it hereunder;

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<PAGE>

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

                  (i)      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;

                  (j)      whether or not herein 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;

                  (k)      the Trustee shall not be liable for any action
         taken, suffered, or omitted to be taken by it in good faith and
         reasonably believed by it to be authorized or within the discretion
         or rights or powers conferred upon it by this Indenture unless any
         such action shall constitute gross negligence or willful
         misconduct;

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

                  (m)      the Trustee may request that the Issuer deliver
         an Officers' Certificate setting forth the names of individuals
         and/or titles of officers authorized at such time to take specified
         actions pursuant to this Indenture, which Officers' Certificate may
         be signed by any person authorized to sign an Officers'
         Certificate, including any person specified as so authorized in any
         such certificate previously delivered and not superseded.

6.3      Trustee Not Responsible for Recitals, Disposition of Securities or
         Application of Proceeds Thereof

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements
of the Issuer, and the Trustee assumes no responsibility for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Indenture or of the Securities, other than as to the due
execution and delivery of the Indenture by the Trustee. The Trustee shall
not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

6.4      Trustee and Agents May Hold Securities; Collections, etc.

         The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not the Trustee or
such agent and, subject to Sections 6.8 and 6.13, may otherwise deal with
the Issuer and receive, collect, hold and retain collections from the Issuer
with the same rights it would have if it were not the Trustee or such agent.

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6.5      Moneys Held by Trustee

         Subject to the provisions of Section 10.4, all moneys received by
the Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by mandatory
provisions of law. Neither the Trustee nor any agent of the Issuer or the
Trustee shall be under any liability for interest on any moneys received by
it hereunder.

6.6      Compensation and Indemnification of Trustee and Its Prior Claim

         The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust), and the Issuer covenants and agrees to
pay or reimburse the Trustee upon its written request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel
and of all agents and other persons not regularly in its employ) except any
such expense, disbursement or advance as shall be determined by a court of
competent jurisdiction to have been caused by its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee for, and to hold it
harmless against, any and all loss, liability, claim, damage or expense
incurred without negligence or bad faith on the part of the Trustee arising
out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and the Trustee's duties hereunder,
including the costs and expenses of defending itself against or
investigating any claim of liability in the premises. The obligations of the
Issuer under this Section to compensate and indemnify the Trustee and to pay
or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the
resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture. Such additional indebtedness shall not be deemed to be
Subordinated Securities, as that term is defined in Section 12.1, and shall
be a senior claim to that of the Securities upon all property and funds held
or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities, and the Securities are
hereby subordinated to such senior claim. When the Trustee incurs expenses
after the occurrence of a default, the expenses are intended to constitute
expenses of administration under any bankruptcy law.

6.7      Right of Trustee to Rely on Officers' Certificate, etc.

         Subject to Sections 6.1 and 6.2, whenever in the administration of
the trusts of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to
be conclusively proved and established by an Officers' Certificate delivered
to the Trustee, and such certificate, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture in reliance thereon.

6.8      Qualification of Trustee; Conflicting Interests

         If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee
and the Company shall in all respects comply with the provisions of Section
310(b) of the Trust Indenture Act.

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6.9      Persons Eligible for Appointment as Trustee

         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 or of any State thereof or the District of Columbia having a
combined capital and surplus of at least $50,000,000, and which is
authorized under such laws to exercise corporate trust powers and is subject
to supervision or examination by Federal, State or District of Columbia
authority. Such corporation shall have an office in The City of New York, if
there be such a bank in such location willing to act upon reasonable and
customary terms and conditions. If such bank publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then, for the purposes of this Section,
the combined capital and surplus of such bank shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee
shall resign promptly in the manner and with the effect specified in Section
6.10.

6.10     Resignation and Removal; Appointment of Successor Trustee

                  (a)      The Trustee, or any trustee or trustees hereafter
         appointed, may at any time resign and be discharged of the trusts
         created by this Indenture by giving written notice of resignation
         to the Issuer and by mailing notice of such resignation to the
         Holders of the then Outstanding Securities at their addresses as
         they shall appear on the Security registry books. Upon receiving
         such notice of resignation, the Issuer shall promptly appoint a
         successor trustee or trustees with respect to the applicable series
         by written instrument, in duplicate, executed by authority of the
         Board of Directors, one copy of which instrument shall be delivered
         to the resigning Trustee and one copy to the successor trustee or
         trustees. If no successor trustee shall have been so appointed with
         respect to any series and shall have accepted appointment within 30
         days after the mailing of such notice of resignation, the resigning
         trustee may petition at the expense of the Issuer any court of
         competent jurisdiction for the appointment of a successor trustee,
         or any Holder who has been a bona fide Holder of a Security or
         Securities of such series for at least six months may, subject to
         the provisions of Section 5.12, on behalf of such Holder and all
         others similarly situated, petition any such court for the
         appointment of a successor trustee. Such court may thereupon, after
         such notice, if any, as it may deem proper and prescribe, appoint a
         successor trustee.

                  (b)      In case at any time any of the following shall occur:

                           (i)      the Trustee shall fail to comply with
                  the provisions of Section 6.8 after written request
                  therefor by the Issuer or by any Holder who has been a
                  bona fide Holder of a Security or Securities of such
                  series for at least six months; or

                           (ii)     the Trustee shall cease to be eligible
                  in accordance with the provisions of Section 6.9 and shall
                  fail to resign after written request therefor by the
                  Issuer or by any Holder; or

                           (iii)    the Trustee shall become incapable of
                  acting or shall be adjudged a bankrupt or insolvent, or a
                  receiver or liquidator of the Trustee or of its property
                  shall be appointed, or any public officer shall take
                  charge or control of the Trustee or of its property or
                  affairs for the purpose of rehabilitation, conservation or
                  liquidation; then, in any such case, the Issuer may remove
                  the Trustee with respect to the Securities of any or all
                  series, as appropriate, and appoint a successor trustee
                  for such series by written instrument, in duplicate,
                  executed by order of the Board of Directors, one copy of
                  which

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<PAGE>

                  instrument shall be delivered to the Trustee so removed
                  and one copy to the successor trustee or trustees, or,
                  subject to the provisions of Section 5.12, any Holder who
                  has been a bona fide Holder of a Security or Securities of
                  such series 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. Such
                  court may thereupon, after such notice, if any, as it may
                  deem proper and prescribe, remove the Trustee and appoint
                  a successor trustee.

                  (c)      The Holders of a majority in aggregate principal
         amount of the Securities at the time Outstanding may at any time
         remove the Trustee and appoint a successor trustee by delivering to
         the Trustee so removed, to the successor trustee so appointed and
         to the Issuer the evidence provided for in Section 7.1 of the
         action in that regard taken by the Holders.

                  (d)      Any resignation or removal of the Trustee and any
         appointment of a successor trustee pursuant to any of the
         provisions of this Section shall become effective upon acceptance
         of appointment by the successor trustee as provided in Section
         6.11.

                  (e)      Except in the case of a default in the payment of
         the principal of or interest on any Security, or in the payment of
         any sinking or purchase fund installment, the Trustee shall not be
         required to resign as provided by Section 6.8 if the Trustee shall
         have sustained the burden of proving, on application to the
         Commission and after opportunity for hearing thereon, that:

                           (i)      the default under this Indenture may be
                  cured or waived during a reasonable period and under the
                  procedures described in such application; and

                           (ii)     a stay of the Trustee's duty to resign
                  will not be inconsistent with the interests of the
                  Securityholders.

6.11     Acceptance of Appointment by Successor Trustee

         Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Issuer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee shall become effective
and such successor trustee, without any further act, deed or conveyance,
shall become vested with all rights, powers, trusts and duties of its
predecessor hereunder, with like effect as if originally named as trustee
hereunder; but, nevertheless, on the written request of the Issuer or of the
successor Trustee, upon payment of its charges then unpaid, the trustee
ceasing to act shall, subject to Section 10.4, pay over and transfer to the
successor Trustee all moneys and property at the time held by it hereunder
and shall execute, acknowledge and deliver an instrument transferring to
such successor Trustee all such rights, powers, trusts and duties. Upon
request of any such successor Trustee, the Issuer shall execute and
acknowledge any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor Trustee all such money,
property, rights, powers and trusts. Any Trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or
collected by such Trustee for the benefit of such applicable series to
secure any amounts then due it pursuant to the provisions of Section 6.6.

         No successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.8 and eligible under the
provisions of Section 6.9.

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         Upon acceptance of appointment by any successor Trustee as provided
in this Section, the Issuer shall give notice thereof to the Holders of
Securities, by mailing such notice to such Holders at their addresses as
they shall appear on the Security registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Issuer fails to give such notice within
10 days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be given at the expense of the
Issuer.

6.12     Merger, Conversion, Consolidation or Succession to Business of
         Trustee

         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 of the corporate
trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such corporation shall be qualified under the
provisions of Section 6.8 and eligible under the provisions of Section 6.9,
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding.

         In case at the time of such succession to the Trustee any of the
Securities of any series shall have been authenticated but not delivered,
any such successor Trustee may adopt the certificate of authentication of
any predecessor Trustee and deliver the Securities so authenticated; and, in
case at that time any of the Securities of any series shall not have been
authenticated, any successor Trustee may authenticate such Securities either
in the name of any predecessor hereunder or in the name of such successor
Trustee; and in all such cases such certificate of authentication shall have
the full force which is anywhere in the Securities of such series or in this
Indenture provided that the certificate of authentication of the Trustee
shall have; provided that the right to adopt the certification of any
predecessor Trustee or to authenticate Securities of any series in the name
of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

6.13     Preferential Collection of Claims Against the Issuer

         The Trustee shall comply with its obligations under the applicable
provisions of Section 311 of the Trust Indenture Act.

6.14     Appointment of Authenticating Agent

         As long as any Securities of a series remain Outstanding, the
Trustee may, by an instrument in writing, appoint with the approval of the
Issuer an authenticating agent (the "Authenticating Agent") which shall be
authorized to act on behalf of, but subject to the direction of, the Trustee
to authenticate and deliver Securities of such series, including Securities
issued upon exchange, registration of transfer, partial redemption or
pursuant to Section 2.9. Securities of such series so authenticated and
delivered shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee.
Whenever reference is made in this Indenture to the authentication and
delivery of Securities of any series by the Trustee or to 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 for such series and a certificate of authentication executed on behalf
of the Trustee by such Authenticating Agent. Such Authenticating Agent shall
at all times be a corporation organized and doing business under the laws of
the United States of America or of any State thereof or of 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 (determined as
provided in Section 6.9 with respect to the Trustee) and subject to
supervision or examination by Federal or State authority.

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         Any corporation into which any 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 any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of any Authenticating Agent,
shall be the successor to such Authenticating Agent with respect to all
series of Securities for which it served as Authenticating Agent without the
execution or filing of any paper or any further act on the part of the
Trustee or such Authenticating Agent.

         Any Authenticating Agent may at any time, and if it shall cease to
be eligible hereunder shall, resign by giving written notice of resignation
to the Trustee and to the Issuer.

         The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice thereof to such Authenticating
Agent and the Issuer. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time any Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall upon receipt of an Issuer Order appoint a successor
Authenticating Agent and shall provide notice of such appointment to all
Holders of Securities affected thereby in the manner and to the extent
provided in Section 6.11 with respect to the appointment of a successor
trustee. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. The Authenticating Agent for the Securities of any
series shall have no responsibility or liability for any action taken by it
as such at the direction of the Trustee.

         Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any
Authenticating Agent.

                 ARTICLE VII. CONCERNING THE SECURITYHOLDERS

7.1      Evidence of Action Taken by Securityholders

         Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by a
specified percentage in aggregate principal amount of the Holders of one or
more series of Securities may be evidenced (i) by one or more instruments of
substantially similar tenor signed by such specified percentage of Holders
in person or by an agent or proxy duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee; (ii) by the
record of such specified percentage of Holders voting in favor thereof at
any meeting of such Holders duly called and held by the Trustee; and (iii)
by a combination of such instrument or instruments and any such record of a
meeting.

7.2      Proof of Execution of Instruments and of Holding of Securities

         Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Holder or his or her agent or proxy and proof of the holding by any Person
of any of the Securities of any series shall be sufficient if made in the
following manner:

                  (a)      The fact and date of the execution by any such
         Person of any instrument may be proved by the certificate of any
         notary public or other officer of any jurisdiction authorized to
         take acknowledgments of deeds or administer oaths that the Person
         executing such instrument acknowledged to him the execution
         thereof, or by an affidavit of a witness to such execution sworn to
         before any such notary or other such officer. Where such execution
         is by or on behalf of any legal entity other than an individual,
         such certificate or affidavit shall also constitute sufficient
         proof of the authority of the Person executing the same.

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                  (b)      The ownership of Securities shall be proved by
         the Security Register or by a certificate of the Security
         Registrar.

7.3      Holders to Be Treated as Owners

         The Issuer, the Trustee and any agent of the Issuer or the Trustee
may deem and treat the Person in whose name any Security of any series shall
be registered upon the Security Register for such series as the absolute
owner of such Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and,
subject to the provisions of Section 2.7 of this Indenture, interest, if
any, on such Security and for all other purposes; and none of the Issuer,
the Trustee and any agent of the Issuer or the Trustee shall be affected by
any notice to the contrary. All such payments so made to any such Person, or
upon his or her order, shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable
upon any such Security.

         No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Issuer, the Trustee, and any agent of the Issuer or the Trustee as the owner
of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall impair, as between a Depositary and such
holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary as holder of any
Security.

7.4      Securities Owned by Issuer Deemed Not Outstanding

         In determining whether the Holders of the requisite aggregate
principal amount of Outstanding Securities of one or more series have
concurred in any direction, consent or waiver under this Indenture,
Securities which are owned by the Issuer or any other obligor on the
Securities with respect to which such determination is being made or by any
Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer or any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purposes of any such
determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or
waiver, only Securities that a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Issuer or
any other obligor upon such Securities or any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer or any other obligor on such Securities. In case of a dispute as
to such right, the advice of counsel shall be full protection in respect of
any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known
by the Issuer to be owned or held by or for the account of any of the above
described Persons; and, subject to Sections 6.1 and 6.2, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of
the facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purposes of any such determination.

7.5      Right of Revocation of Action Taken

         At any time prior to (but not after) the evidencing to the Trustee,
as provided in Section 7.1, of the taking of any action by the Holders of
the requisite percentage in aggregate principal amount of the Securities of
one or more series, as the case may be, specified in this Indenture in
connection with such

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action, any Holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the
Holders of which have consented to such action may, by filing written notice
at the Corporate Trust Office and upon proof of ownership as provided in
Section 7.2, revoke such action so far as concerns such Security. Except as
aforesaid, any such action taken by the Holder of any Security of any series
shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security and of any Securities of such series issued in
exchange or substitution therefor or on registration of transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon
any such Security. Any action taken by the Holders of the requisite
percentage in aggregate principal amount of the Securities of one or more
series, as the case may be, specified in this Indenture in connection with
such action shall be conclusively binding upon the Issuer, the Trustee and
the Holders of all the Securities of such series.


7.6      Calculation of Original Issue Discount

         The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue
discount (including daily accruals and accrual periods) accrued on
Outstanding Securities as of the end of such year.

                    ARTICLE VIII. SUPPLEMENTAL INDENTURES

8.1      Supplemental Indentures Without Consent of Securityholders

         The Issuer, when authorized by a resolution of the Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order), and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force at the date of the execution
thereof) without the consent of the Holders of Securities for one or more of
the following purposes:

                  (a)      to convey, transfer, assign, mortgage or pledge
         to the Trustee as security for the Securities of one or more series
         any property or assets;

                  (b)      to evidence the succession of another corporation
         to the Issuer, or successive successions, and the assumption by the
         successor corporation of the covenants, agreements and obligations
         of the Issuer pursuant to Article IX;

                  (c)      to add to the covenants of the Issuer for the
         benefit of the Holders of all or any series of Securities (and if
         such covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being
         included solely for the benefit of such series) such further
         covenants, restrictions, conditions or provisions as the Issuer and
         the Trustee shall consider to be for the protection of the Holders
         of Securities of any series, and to make the occurrence, or the
         occurrence and continuance, of a default in complying with any such
         additional covenant, restriction, condition or provision an Event
         of Default permitting the enforcement of all or any of the several
         remedies provided in this Indenture as herein set forth; in respect
         of any such additional covenant, restriction, condition or
         provision, such supplemental indenture may provide for a particular
         period of grace after default (which period may be shorter or
         longer than that allowed in the case of other defaults) or may
         provide for an immediate enforcement upon such an Event of Default
         or may limit the remedies available to the Trustee upon such an
         Event of Default or may limit the right of the Holders of a
         majority in aggregate principal amount of the Securities of such
         series to waive such an Event of Default;

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                  (d)      to cure any ambiguity or to correct or supplement
         any provision contained herein or in any supplemental indenture
         which may be defective or inconsistent with any other provision
         contained herein or in any supplemental indenture, or to make such
         other provisions as the Issuer may deem necessary or desirable,
         with respect to matters or questions arising under this Indenture,
         provided that no such action shall adversely affect the interests
         of the Holders of the Securities of any series appertaining
         thereto;

                  (e)      to establish the form and terms of the Securities
         of any series as permitted by Sections 2.1 and 2.3; and

                  (f)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities and to add to or change any of the provisions of
         this Indenture as shall be necessary to provide for or facilitate
         the administration of the trusts hereunder by more than one
         trustee, all as provided in Section 6.11.

         The Trustee is hereby authorized to join with the Issuer 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, assignment, mortgage or pledge of any
property or assets 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.

         Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 8.2.

8.2      Supplemental Indentures With Consent of Securityholders

         With the consent (evidenced as provided in Article VII) of the
Holders of not less than a majority in aggregate principal amount of the
Securities of all series at the time Outstanding affected by such
supplemental indenture (voting as one class), the Issuer, when authorized by
a resolution of the Board of Directors (which resolution may provide general
terms or parameters for such action and may provide that the specific terms
of such action may be determined in accordance with or pursuant to an Issuer
Order), and the Trustee may, from time to time and at any time, enter into
an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of
execution thereof) 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
Holders of the Securities of each such series; provided that no such
supplemental indenture shall (a) change the time of payment of the
principal, or any installment of the principal, of any Security or reduce
the principal amount thereof, or reduce the rate or change the time of
payment of interest, if any, thereon, or reduce any amount payable on the
redemption thereof, or make the principal thereof or the interest thereon
payable in any coin or currency other than that provided in such Security in
accordance with the terms thereof or impair or affect the right to institute
suit for the payment thereof when due, or, if such Security shall so
provide, any right of repayment at the option of the Holder, in each case
without the consent of the Holder of each Security so affected, (b) reduce
the percentage in principal amount of the Outstanding Securities of the
affected series, the consent of whose Holders is required for any such
supplemental indenture or for any waiver provided for in this Indenture,
without the consent of the Holders of each Security so affected or (c)
without the consent of the Holders of each Security so affected, modify any
of the provisions of this Section or Section 5.10, except to increase any
such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect
to changes in the

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references to "the Trustee" and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of Sections
6.11 and 8.1(f).

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

         Upon the request of the Issuer, accompanied by a Board Resolution
complying with the first paragraph of this Section and evidence of the
consent of the Holders of the Securities as aforesaid and such other
documents, if any, as may be required by Section 7.1, the Trustee shall join
with the Issuer 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.

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

         Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the
Trustee shall give notice thereof to the Holders of then Outstanding
Securities of each series affected thereby, by mailing a notice thereof by
first-class mail to such Holders at their addresses as they shall appear on
the Security Register, and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of
the Issuer to give such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.

8.3      Effect of Supplemental Indenture

         Upon the execution of any supplemental indenture pursuant to the
provisions hereof, 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 Issuer and the Holders of Securities of each series affected
thereby 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.

8.4      Execution of Supplemental Indentures

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

8.5      Notation on Securities in Respect of Supplemental Indentures

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee

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as to any matter provided for by such supplemental indenture. If the Issuer
or the Trustee shall so determine, new Securities of any series 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 Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

            ARTICLE IX. CONSOLIDATION, MERGER, SALE OR CONVEYANCE

9.1      Covenant of Issuer Not to Merge, Consolidate, Sell or Convey
         Property Except Under Certain Conditions

         Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation of the Issuer with, or merger of the Issuer
into, any other corporation or corporations (whether or not affiliated with
the Issuer), or successive consolidations or mergers to which the Issuer or
its successor or successors shall be a party or parties, shall prevent any
sale, lease or conveyance of the property of the Issuer as an entirety or
substantially as an entirety, shall prevent any consolidation of any Person
with, or the merger of any Person into, the Issuer or shall prevent any
sale, lease or conveyance of the property of any Person as an entirety or
substantially as an entirety to the Issuer; provided, that, and the Issuer
hereby covenants and agrees, upon any such consolidation, merger, sale, lease
or conveyance, the due and punctual payment of the principal of and interest,
if any, on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed or observed by the Issuer, shall be
expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the corporation formed by
such consolidation, or into which the Issuer shall have been merged, or which
shall have acquired such property; provided, further, that the corporation
formed by such consolidation or into which the Issuer merged or the Person
which acquired by conveyance or sale, or which leases, the properties and
assets of the Issuer as an entirety or substantially as an entirety shall be
a corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia; provided, further,
that immediately after giving effect to such transaction, and treating any
indebtedness which becomes an obligation of the Issuer or a Subsidiary as a
result of such transaction as having been incurred by the Issuer or such
Subsidiary at the time of such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing.

9.2      Successor Corporation Substituted for Issuer

         In case of any consolidation, merger, sale, lease or conveyance
referred to in, and in accordance with, Section 9.1, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer, with the same effect as if it
had been named herein as Issuer. Such successor corporation may cause to be
signed, and may issue either in its own name or in the name of the Issuer
prior to such succession, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Issuer and delivered to
the Trustee; and, upon the order of such successor corporation, instead of
the Issuer, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Issuer to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Securities so issued
shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities had been
issued at the date of the execution hereof.

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         In case of any such consolidation, merger, sale, lease or
conveyance such changes in phraseology and form (but not in substance) may
be made in the Securities thereafter to be issued as may be appropriate.

         In the event of any such sale or conveyance (other than a
conveyance by way of lease), the Issuer or any successor corporation which
shall theretofore have become such in the manner described in this Article
shall be discharged from all obligations and covenants under this Indenture
and the Securities and may be liquidated and dissolved.

9.3      Documents to be Delivered to Trustee

         The Trustee, subject to the provisions of Sections 6.1 and 6.2,
shall be provided an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, lease or
conveyance, and any such assumption, and any such liquidation or
dissolution, complies with the applicable provisions of this Indenture and
that all conditions precedent herein provided for relating to such
transactions have been complied with.

                  ARTICLE X. SATISFACTION AND DISCHARGE OF

10.1     Satisfaction and Discharge of Indenture

                  (a)      If at any time (i) the Issuer shall have paid or
         caused to be paid the principal of, and interest, if any, on all
         the Securities of each series theretofore authenticated, (other
         than Securities which have been destroyed, lost or stolen and which
         have been replaced or paid as provided in Section 2.9), in
         accordance with the terms of this Indenture and such Securities or
         (ii) as to Securities not so paid, the Issuer shall have delivered
         to the Trustee for cancellation all Securities of each series
         theretofore authenticated (other than any Securities which shall
         have been destroyed, lost or stolen and which shall have been
         replaced or paid as provided in Section 2.9) or (iii) as to
         Securities not so paid or delivered for cancellation, (A) all the
         Securities of such series shall have become due and payable, or are
         by their terms to become due and payable within one year or are to
         be called for redemption within one year under arrangements
         satisfactory to the Trustee for the giving of notice of redemption,
         and (B) the Issuer shall have irrevocably deposited or caused to be
         deposited with the Trustee as trust funds money in an amount (other
         than moneys repaid by the Trustee or any paying agent to the Issuer
         in accordance with Section 10.4) or Government Obligations,
         maturing as to principal and interest at such times and in such
         amounts as will insure the availability of money, or a combination
         thereof, sufficient in the opinion of a nationally recognized firm
         of independent public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay (i) the
         principal and interest, if any, on all Securities of such series on
         each date that such principal or interest, if any, is due and
         payable and (ii) any mandatory sinking fund or analogous payments
         on the dates on which such payments are due and payable in
         accordance with the terms of this Indenture and the Securities of
         such series; and if, in any such case, the Issuer shall also pay or
         cause to be paid all other sums payable hereunder by the Issuer
         then this Indenture shall cease to be of further effect (except as
         to (A) rights of registration of transfer and exchange of
         Securities, (B) substitution of mutilated, defaced, destroyed, lost
         or stolen Securities, (C) the rights of Holders of Securities to
         receive payments of principal thereof, and interest, if any,
         thereon, upon the original stated due dates therefor or any date of
         redemption (but not upon acceleration), and remaining rights of
         such Holders to receive mandatory sinking fund or analogous
         payments, if any, (D) the rights, obligations, duties and
         immunities of the Trustee hereunder, (E) the rights of Holders of
         Securities as beneficiaries hereof with respect to the property so
         deposited with the Trustee and payable to all or any of them and
         (F) the obligations of the Issuer under Section 3.2) and the
         Trustee, on demand of the Issuer

                                   - 41 -

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<PAGE>

         accompanied by an Officers' Certificate and an Opinion of Counsel,
         each stating that all conditions precedent herein provided for
         relating to the satisfaction and discharge of this Indenture have
         been complied with, and at the cost and expense of the Issuer,
         shall execute proper instruments acknowledging such satisfaction
         and discharge of this Indenture, provided that the rights of
         Holders of the Securities to receive amounts in respect of
         principal of and interest on the Securities held by them shall not
         be delayed longer than required by then applicable mandatory rules
         or policies of any national securities exchange upon which the
         Securities are listed. The Issuer agrees to reimburse the Trustee
         for any costs or expenses thereafter reasonably and properly
         incurred and to compensate the Trustee for any services thereafter
         reasonably and properly rendered by the Trustee in connection with
         this Indenture or the Securities.

                  (b)      The following provisions shall apply to the
         Securities of each series unless specifically otherwise provided in
         the Board Resolution, Officers' Certificate or supplemental
         indenture relating thereto provided pursuant to Section 2.3. In
         addition to discharge of this Indenture pursuant to the next
         preceding paragraph (a) the Issuer shall be deemed to have paid and
         discharged the entire indebtedness on all the Securities of such
         series on the 91st day after the date of making the deposit
         referred to in clause (a), and the provisions of this Indenture
         with respect to the Securities of such series shall no longer be in
         effect (except as to (i) rights of registration of transfer and
         exchange of Securities of such series, (ii) substitution of
         mutilated, defaced, destroyed, lost or stolen Securities, (iii) the
         rights of Holders of Securities of such series appertaining thereto
         to receive payments of principal thereof and interest, if any,
         thereon, upon the original stated due dates therefor or any date of
         redemption (but not upon acceleration), and remaining rights of
         such Holders to receive mandatory sinking fund or analogous
         payments, if any, solely from the trust fund referred to in
         subparagraph (1) below, (iv) the rights, obligations, duties and
         immunities of the Trustee hereunder, (v) the rights of Holders of
         Securities of such series as beneficiaries hereof with respect to
         the property so deposited with the Trustee and payable to all or
         any of them and (vi) the obligations of the Issuer under Section
         3.2), and the Trustee, at the cost and expense of the Issuer,
         shall, at the Issuer's written request, execute proper instruments
         acknowledging the same, if:

                           (1)      the Issuer shall have irrevocably
                  deposited or caused to be irrevocably deposited with the
                  Trustee as a trust fund specifically pledged as security
                  for, and dedicated solely to, the benefit of the Holders
                  of the Securities of such series (i) money in an amount,
                  or (ii) Government Obligations, maturing as to principal
                  and interest at such times and in such amounts as will
                  insure the availability of money, or (iii) a combination
                  thereof, sufficient in the opinion of a nationally
                  recognized firm of independent public accountants
                  expressed in a written certification thereof delivered to
                  the Trustee, to pay (A) the principal and interest, if
                  any, on all Securities of such series on each date that
                  such principal or interest, if any, is due and payable and
                  (B) any mandatory sinking fund or analogous payments on
                  the dates on which such payments are due and payable in
                  accordance with the terms of this Indenture and the
                  Securities of such series;

                           (2)      no Event of Default or event which, with
                  notice or lapse of time or both, would become an Event of
                  Default with respect to the Securities of such series
                  shall have occurred and be continuing on the date of such
                  deposit or at any time during the period ending on the
                  91st day after the date of such deposit (it being
                  understood that this condition shall not be deemed
                  satisfied until the expiration of such period);

                           (3)      such deposit shall not result in a
                  breach or violation of, or constitute a default under,
                  this Indenture or any other material agreement or
                  instrument to which the Issuer is a party or by which it
                  is bound;

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                           (4)      such deposit shall not cause any
                  Securities of such series then listed on any national
                  securities exchange registered under the Securities
                  Exchange Act of 1934, as amended, to be delisted;

                           (5)      the Issuer shall have delivered to the
                  Trustee an Opinion of Counsel to the effect that (i) if
                  such deposits shall include Government Obligations in
                  respect of any government other than the United States of
                  America, such deposit shall not result in the Issuer, the
                  Trustee or such trust constituting an "investment company"
                  under the Investment Company Act of 1940, as amended, and
                  (ii) if any such deposit occurs more than one year prior
                  to the stated maturity or redemption date of the
                  Securities of such series, the Holders of the Securities
                  of such series then Outstanding will not recognize income,
                  gain or loss for Federal income tax purposes as a result
                  of such deposit, defeasance and discharge and will be
                  subject to Federal income tax on the same amounts,
                  in the same manner and at the same times as would have
                  been the case if such deposit, defeasance and discharge
                  had not occurred; and

                           (6)      the Issuer shall have delivered to the
                  Trustee an Officers' Certificate and an Opinion of
                  Counsel, each stating that all conditions precedent herein
                  provided for relating to the defeasance contemplated by
                  this paragraph have been complied with.

10.2     Application by Trustee of Funds Deposited for Payment of Securities

         Subject to Section 10.4, all moneys and Government Obligations
deposited with the Trustee (or other trustee), and all money received by the
Trustee in respect of Government Obligations deposited with the Trustee,
pursuant to Section 10.1 in respect of the Outstanding Securities of a
particular series shall be held in trust and applied by it to the payment,
either directly or through any paying agent (including the Issuer acting as
its own paying agent), to the Holders of such Securities of all sums due and
to become due thereon for principal and interest, if any; but such money
need not be segregated from other funds except to the extent required by
law.

10.3     Repayment of Moneys Held by Paying Agent

         In connection with the satisfaction and discharge of this Indenture
with respect to the Securities of any series, all moneys then held by any
paying agent under the provisions of this Indenture with respect to such
series of Securities shall, upon demand of the Issuer, be repaid to it or
paid to the Trustee and thereupon such paying agent shall be released from
all further liability with respect to such moneys.

10.4     Return of Moneys Held by Trustee and Paying Agent Unclaimed for
         Three Years

         Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest, if any, on any
Security of any series and not applied but remaining unclaimed for three
years after the date upon which such principal or interest shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee
or such paying agent, and any Holder of the Securities of such series shall,
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, thereafter look only to the Issuer for
any payment which such Holder may be entitled to collect, and all liability
of the Trustee or any paying agent with respect to such moneys shall
thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such repayment with respect to moneys
deposited with it for any payment shall at the expense of the Issuer, mail
by first-class mail to

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<PAGE>

Holders of such Securities at their addresses as they shall appear on the
Security Register for the Securities of such series, notice that such moneys
remain 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
moneys then remaining will be repaid to the Issuer.

10.5     Indemnity for Government Obligations

         The Issuer shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 10.1 or the principal or interest received in
respect of such Government Obligations, other than any such tax, fee or
other charge which by law is for the account of the Holders of the
Securities for whose benefit such Government Obligations are held.

           ARTICLE XI. REDEMPTION OF SECURITIES AND SINKING FUNDS

11.1     Applicability of Article

         The provisions of this Article shall be applicable to the
Securities of any series which are redeemable before their maturity or to
any Securities of a series which have the benefit of a sinking fund, except
as otherwise specified as contemplated by Section 2.3 for Securities of any
series.

11.2     Notice of Redemption; Partial Redemptions

         Notice of redemption to the Holders of Securities of any series to
be redeemed as a whole or in part shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not
more than 60 days prior to the date fixed for redemption, to such Holders at
their last addresses as they shall appear upon the registry books for such
Securities. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of any series designated for redemption
as a whole or in part, shall not affect the validity of the proceedings for
the redemption of any other Security of such series.

         The notice of redemption to each such Holder shall specify (a) the
principal amount of each Security of such series held by such Holder to be
redeemed, (b) the date fixed for redemption, (c) the redemption price, (d)
that such redemption is pursuant to the mandatory or optional sinking or
other analogous fund, or both, if such be the case, (e) that interest
accrued to the date fixed for redemption will be paid as specified in such
notice, (f) that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue, (g) place for presentment and
(h) the CUSIP number. In case any Security is to be redeemed in part only,
the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of
such series in authorized denominations for an aggregate principal amount
equal to the unredeemed portion thereof will be issued.

         The notice of redemption of Securities of any series to be redeemed
at the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

         On or before the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with
the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent, set aside, segregate and hold in trust as provided
in Section 3.4) an amount of money sufficient to redeem on the redemption
date all the Securities of any series so called for

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<PAGE>

redemption at the applicable redemption price, together with accrued
interest to the date fixed for redemption. The Issuer will deliver to the
Trustee at least 60 days prior (except that the Trustee may in its sole
discretion waive such notice period at any time) to the date fixed for
redemption an Officers' Certificate stating such date, the aggregate
principal amount of Securities of each series to be redeemed and that no
Events of Default with respect to the Securities of such series have
occurred (which have not been waived or cured). In case of a redemption at
the option of the Issuer prior to the expiration of any restriction on such
redemption, the Issuer shall deliver to the Trustee, prior to the giving of
any notice of redemption to Holders pursuant to this Section, an Officers'
Certificate stating that such restriction has been complied with. If less
than all the Securities of any series are to be redeemed, the Trustee shall
select, in such manner as it shall deem appropriate and fair, Securities of
such series to be redeemed in whole or in part. Securities may be redeemed
in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall
promptly notify the Issuer in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
selected for partial redemption, the principal amount thereof to be
redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities of any
series shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which
has been or is to be redeemed.

11.3     Payment of Securities Called for Redemption

         If notice of redemption has been given as provided in Section 11.2,
the Securities or portions of Securities specified in such notice shall
become due and payable on the date and at the place stated in such notice at
the applicable redemption price, together with interest accrued to the date
fixed for redemption, and on and after said date (unless the Issuer shall
default in the payment of such Securities at the applicable redemption
price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.4, such Securities
shall cease from and after the date fixed for redemption to be entitled to
any benefit or security under this Indenture, and the Holders thereof shall
have no right in respect of such Securities except the right to receive the
applicable redemption price thereof and unpaid interest to the date fixed
for redemption. On presentation and surrender of such Securities at a place
of payment specified in said notice, redemption, such Securities or the
specified portions thereof shall be paid and redeemed by the Issuer at the
applicable redemption price, together with interest accrued thereon to the
date fixed for redemption.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate
of interest borne by such Security.

         Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and make available for
delivery to or on the order of the Holder thereof, at the expense of the
Issuer, a new Security or Securities of such series, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Security so presented.

11.4     Exclusion of Certain Securities from Eligibility for Selection for
         Redemption

         Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in
an Officers' Certificate delivered to the Trustee at least 60 days prior to
the last date on which notice of redemption may be given as being owned of
record and beneficially by, and not pledged or hypothecated by either (a)
the Issuer or (b) an entity specifically identified in such Officers'
Certificate as an Affiliate of the Issuer.

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11.5     Mandatory and Optional Sinking Funds

         The minimum amount of any sinking fund payment provided for by the
terms of the Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of the Securities of any series is herein referred
to as an "optional sinking fund payment." The date on which a sinking fund
payment is to be made is herein referred to as the "sinking fund payment
date."

         In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at
its option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of
such series (not previously so credited) theretofore purchased or otherwise
acquired (except as aforesaid) by the Issuer and delivered to the Trustee
for cancellation pursuant to Section 2.10, (b) receive credit for optional
sinking fund payments (not previously so credited) made pursuant to this
Section or (c) receive credit for Securities of such series (not previously
so credited) redeemed by the Issuer through any optional redemption
provision contained in the terms of such series. Securities so delivered or
credited shall be received or credited by the Trustee at the sinking fund
redemption price specified in such Securities.

         On or before the 60th day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee an Officers'
Certificate (which need not contain the statements required by Section 13.5)
(a) specifying the portion of the mandatory sinking fund payment due on such
date to be satisfied by payment of cash and the portion to be satisfied by
credit of Securities of such series and the basis for such credit, (b)
stating that none of the Securities of such series to be so credited has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such series have occurred and
are continuing (which have not been waived or cured) and (d) stating whether
or not the Issuer intends to exercise its right to make an optional sinking
fund payment on such date with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to
pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be so credited and required to be delivered to
the Trustee in order for the Issuer to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.10 to the Trustee with such
Officers' Certificate (or reasonably promptly thereafter if acceptable to
the Trustee). Such Officers' Certificate shall be irrevocable, and upon its
receipt by the Trustee the Issuer shall become unconditionally obligated to
make all the cash payments or other deliveries therein referred to, if any,
on or before the next succeeding sinking fund payment date. Failure of the
Issuer, on or before any such 60th day, to deliver such Officers'
Certificate and securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such 60th day, the
irrevocable election of the Issuer that (i) the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) the Issuer will make
no optional sinking fund payment with respect to such series on such date as
provided in this Section.

         If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 and if the Issuer shall so request with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the applicable sinking fund redemption price, together with
accrued interest to the date fixed for redemption. If such amount shall be
$50,000 or less and the Issuer makes no such request, then such amount shall
be carried over until a sum in excess of $50,000 is available. The Trustee
shall select, in the manner provided in Section 11.2, for redemption on

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such sinking fund payment date a sufficient principal amount of Securities
of such series to absorb said cash, as nearly as may be, and shall (if
requested in writing by the Issuer) inform the Issuer of the serial numbers
of the Securities of such series (or portions thereof) so selected.
Securities shall be excluded from eligibility for redemption under this
Section if they are identified by registration and certificate number in an
Officers' Certificate delivered to the Trustee at least 40 days prior to the
sinking fund payment date as being owned of record and beneficially by, and
not pledged or hypothecated by either (a) the Issuer or (b) an entity
specifically identified in such Officers' Certificate as an Affiliate of the
Issuer. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it shall so request the Trustee in writing), shall cause notice
of redemption of the Securities of such series to be given in substantially
the manner provided in Section 11.2 (and with the effect provided in Section
11.3) for the redemption of Securities of such series in part at the option
of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to
the next cash sinking fund payment for such series and, together with such
payment, shall be applied in accordance with the provisions of this Section.
Any and all sinking fund moneys held on the stated maturity date of the
Securities of a particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series, shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of
and interest on the Securities of such series at maturity.

         Unless otherwise provided for, on or before each sinking fund
payment date, the Issuer shall pay to the Trustee in cash or shall otherwise
provide for the payment of all interest accrued to the date fixed for
redemption on Securities to be redeemed on such sinking fund payment date.

         The Trustee shall not redeem or cause to be redeemed Securities of
any series with sinking fund moneys or give any notice of redemption of
Securities of such series by operation of the sinking fund for such series
during the continuance of any Event of Default with respect to such series
except that, if notice of redemption of any Securities of such series shall
theretofore have been given, the Trustee shall redeem or cause to be
redeemed such Securities, provided that the Trustee or one or more paying
agents shall have received from the Issuer a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such Event of Default shall occur, and any
moneys thereafter paid into the sinking fund, shall, during the continuance
of such Event of Default, be deemed to have been collected under Article V
and held for the payment of all Securities of such series. In case such
Event of Default shall have been waived as provided in Section 5.10 or such
Event of Default cured on or before the 60th day preceding any sinking fund
payment date, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the redemption
of Securities of such series.

                         ARTICLE XII. SUBORDINATION

12.1     Applicability of Article; Securities Subordinated to Senior
         Indebtedness

                  (a)      This Article XII shall apply only to the
         Securities of any series which, pursuant to Section 2.3, are
         expressly made subject to this Article. Such Securities are
         referred to in this Article XII as "Subordinated Securities."

                  (b)      The Issuer covenants and agrees, and each Holder
         of Subordinated Securities by his or her acceptance thereof whether
         upon original issue or upon assignment or transfer thereof likewise
         covenants and agrees, that the indebtedness represented by the
         Subordinated Securities and the payment of the principal and
         interest, if any, on the Subordinated Securities is subordinated
         and subject in right, to the extent and in the manner provided in
         this Article, to the prior payment in full of all Senior
         Indebtedness.

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                  "Senior Indebtedness" means the principal of and premium,
         if any, and interest on the following, whether outstanding on the
         date hereof or thereafter incurred, created or assumed: (i)
         indebtedness of the Issuer for money borrowed by the Issuer
         (including purchase money obligations) or evidenced by debentures
         (other than the Subordinated Securities), notes, bankers'
         acceptances or other corporate debt securities, or similar
         instruments issued by the Issuer; (ii) all capital lease
         obligations of the Issuer; (iii) all obligations of the Issuer
         issued or assumed as the deferred purchase price of property, all
         conditional sale obligations of the Issuer and all obligations of
         the Issuer under any title retention agreement (but excluding trade
         accounts payable arising in the ordinary course of business); (iv)
         obligations with respect to letters of credit; (v) all indebtedness
         of others of the type referred to in the preceding clauses (i)
         through (iv) assumed by or guaranteed in any manner by the Issuer
         or in effect guaranteed by the Issuer; (vi) all obligations of the
         type referred to in clauses (i) through (v) above of other Persons
         secured by any lien on any property or asset of the Issuer (whether
         or not such obligation is assumed by the Issuer), except for (A)
         any such indebtedness that is by its terms subordinated to or pari
         passu with the Subordinated Securities, as the case may be,
         including all other debt securities and guaranties in respect of
         those debt securities, issued to any other trusts, partnerships or
         other entities affiliated with the Issuer which act as a financing
         vehicle of the Issuer in connection with the issuance of preferred
         securities by such entity or other securities which rank pari passu
         with, or junior to, the Preferred Securities, and (B) any
         indebtedness between or among the Issuer and its Affiliates and/or
         (vii) renewals, extensions or refundings of any of the indebtedness
         referred to in the preceding clauses unless, in the case of any
         particular indebtedness, renewal, extension or refunding, under the
         express provisions of the instrument creating or evidencing the
         same or the assumption or guarantee of the same, or pursuant to
         which the same is outstanding, such indebtedness or such renewal,
         extension or refunding thereof is not superior in right of payment
         to the Subordinated Securities.

         This Article shall constitute a continuing obligation to all
Persons who, in reliance upon such provisions become holders of, or continue
to hold, Senior Indebtedness, and such provisions are made for the benefit
of the holders of Senior Indebtedness, and such holders are made obligees
hereunder and they and/or each of them may enforce such provisions.

12.2     Issuer Not to Make Payments with Respect to Subordinated Securities
         in Certain Circumstances

                  (a)      Upon the maturity of any Senior Indebtedness by
         lapse of time, acceleration or otherwise, all principal thereof and
         premium and interest thereon shall first be paid in full, or such
         payment duly provided for in cash in a manner satisfactory to the
         holders of such Senior Indebtedness, before any payment is made on
         account of the principal of, or interest on, Subordinated
         Securities or to acquire any Subordinated Securities or on account
         of any sinking fund provisions of any Subordinated Securities
         (except payments made in capital stock of the Issuer or in
         warrants, rights or options to purchase or acquire capital stock of
         the Issuer, sinking fund payments made in Subordinated Securities
         acquired by the Issuer before the maturity of such Senior
         Indebtedness, and payments made through the exchange of other debt
         obligations of the Issuer for such Subordinated Securities in
         accordance with the terms of such Subordinated Securities, provided
         that such debt obligations are subordinated to Senior Indebtedness
         at least to the extent that the Subordinated Securities for which
         they are exchanged are so subordinated pursuant to this Article
         XII).

                  (b)      Upon the happening and during the continuation of
         any default in payment of the principal of, or interest on, any
         Senior Indebtedness when the same becomes due and payable, then,
         unless and until such default shall have been cured or waived or
         shall have ceased to exist,

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         no payment shall be made by the Issuer with respect to the
         principal of, or interest on, Subordinated Securities or to acquire
         any Subordinated Securities or on account of any sinking fund
         provisions of Subordinated Securities (except payments made in
         capital stock of the Issuer or in warrants, rights, or options to
         purchase or acquire capital stock of the Issuer, sinking fund
         payments made in Subordinated Securities acquired by the Issuer
         before such default and notice thereof, and payments made through
         the exchange of other debt obligations of the Issuer for such
         Subordinated Securities in accordance with the terms of such
         Subordinated Securities, provided that such debt obligations are
         subordinated to Senior Indebtedness at least to the extent that the
         Subordinated Securities for which they are exchanged are so
         subordinated pursuant to this Article XII).

                  (c)      In the event that, notwithstanding the provisions
         of this Section 12.2, the Issuer shall make any payment to the
         Trustee on account of the principal of or interest on Subordinated
         Securities, or on account of any sinking fund provisions of such
         Securities, after the maturity of any Senior Indebtedness as
         described in Section 12.2(a) above or after the happening of a
         default in payment of the principal of or interest on any Senior
         Indebtedness as described in Section 12.2(b) above, then, unless
         and until all Senior Indebtedness which shall have matured, and all
         premium and interest thereon, shall have been paid in full (or the
         declaration of acceleration thereof shall have been rescinded or
         annulled), or such default shall have been cured or waived or shall
         have ceased to exist, such payment (subject to the provisions of
         Sections 12.6 and 12.7) shall be held by the Trustee, in trust for
         the benefit of, and shall be paid forthwith over and delivered to,
         the holders of such Senior Indebtedness (pro rata as to each of
         such holders on the basis of the respective amounts of Senior
         Indebtedness held by them) or their representative or the trustee
         under the indenture or other agreement (if any) pursuant to which
         such Senior Indebtedness may have been issued, as their respective
         interests may appear, for application to the payment of all such
         Senior Indebtedness remaining unpaid to the extent necessary to pay
         the same in full in accordance with its terms, after giving effect
         to any concurrent payment or distribution to or for the holders of
         Senior Indebtedness. The Issuer shall give prompt written notice to
         the Trustee of any default in the payment of principal of or
         interest on any Senior Indebtedness.

12.3     Subordinated Securities Subordinated to Prior Payment of All Senior
         Indebtedness on Dissolution, Liquidation or Reorganization of Issuer

         Upon any distribution of assets of the Issuer in any dissolution,
winding up, liquidation or reorganization of the Issuer (whether voluntary
or involuntary, in bankruptcy, insolvency or receivership proceedings or
upon an assignment for the benefit of creditors or otherwise):

                  (a)      the holders of all Senior Indebtedness shall
         first be entitled to receive payments in full of the principal
         thereof and premium and interest due thereon, or provision shall be
         made for such payment, before the Holders of Subordinated
         Securities are entitled to receive any payment on account of the
         principal of or interest on such Securities;

                  (b)      any payment or distribution of assets of the
         Issuer of any kind or character, whether in cash, property or
         securities (other than securities of the Issuer as reorganized or
         readjusted or securities of the Issuer or any other corporation
         provided for by a plan of reorganization or readjustment the
         payment of which is subordinate, at least to the extent provided in
         this Article XII with respect to Subordinated Securities, to the
         payment in full without diminution or modification by such plan of
         all Senior Indebtedness), to which the Holders of Subordinated
         Securities or the Trustee on behalf of the Holders of Subordinated
         Securities would be entitled except for the provisions of this
         Article XII shall be paid or delivered by the

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         liquidating trustee or agent or other person making such payment or
         distribution directly to the holders of Senior Indebtedness or
         their representative, or to the trustee under any indenture under
         which Senior Indebtedness may have been issued (pro rata as to each
         such holder, representative or trustee on the basis of the
         respective amounts of unpaid Senior Indebtedness held or
         represented by each), to the extent necessary to make payment in
         full of all Senior Indebtedness remaining unpaid, after giving
         effect to any concurrent payment or distribution or provision
         thereof to the holders of such Senior Indebtedness; and

                  (c)      in the event that notwithstanding the foregoing
         provisions of this Section 12.3, any payment or distribution of
         assets of the Issuer of any kind or character, whether in cash,
         property or securities (other than securities of the Issuer as
         reorganized or readjusted or securities of the Issuer or any other
         corporation provided for by a plan of reorganization or
         readjustment the payment of which is subordinate, at least to the
         extent provided in this Article XII with respect to
         Subordinated Securities, to the payment in full without diminution
         or modification by such plan of all Senior Indebtedness), shall be
         received by the Trustee or the Holders of the Subordinated
         Securities on account of principal of or interest on the
         Subordinated Securities before all Senior Indebtedness is paid in
         full, or effective provision made for its payment, such payment or
         distribution (subject to the provisions of Section 12.6 and 12.7)
         shall be received and held in trust for and shall be paid over to
         the holders of the Senior Indebtedness remaining unpaid or
         unprovided for or their representative, or to the trustee under any
         indenture under which such Senior Indebtedness may have been issued
         (pro rata as provided in subsection (b) above), for application to
         the payment of such Senior Indebtedness until all such Senior
         Indebtedness shall have been paid in full, after giving effect to
         any concurrent payment or distribution or provision therefor to the
         holders of such Senior Indebtedness.

         The Issuer shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Issuer.

         The consolidation of the Issuer with, or the merger of the Issuer
into, another corporation or the liquidation or dissolution of the Issuer
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article IX hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of
this Section 12.3 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article IX.

12.4     Holders of Subordinated Securities to be Subrogated to Right of
         Holders of Senior Indebtedness

         Subject to the payment in full of all Senior Indebtedness, the
Holders of Subordinated Securities shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of
assets of the Issuer applicable to the Senior Indebtedness until all amounts
owing on Subordinated Securities shall be paid in full, and for the purposes
of such subrogation no payments or distributions to the holders of the
Senior Indebtedness by or on behalf of the Issuer or by or on behalf of the
Holders of Subordinated Securities by virtue of this Article XII which
otherwise would have been made to the Holders of Subordinated Securities
shall, as between the Issuer, its creditors other than holders of Senior
Indebtedness and the Holders of Subordinated Securities, be deemed to be
payment by the Issuer to or on account of the Senior Indebtedness, it being
understood that the provisions of this Article XII are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Subordinated Securities, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

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12.5     Obligation of the Issuer Unconditional

         Nothing contained in this Article XII or elsewhere in this
Indenture or in any Subordinated Security is intended to or shall impair, as
among the Issuer, its creditors other than holders of Senior Indebtedness
and the Holders of Subordinated Securities, the obligation of the Issuer,
which is absolute and unconditional, to pay to the Holders of Subordinated
Securities the principal of, and interest on, Subordinated Securities as and
when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the Holders of
Subordinated Securities and creditors of the Issuer other than the holders
of the Senior Indebtedness, nor shall anything herein or therein prevent the
Trustee or the Holder of any Subordinated Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article XII of the
holders of Senior Indebtedness in respect of cash, property or securities of
the Issuer received upon the exercise of any such remedy. Upon any payment
or distribution of assets of the Issuer referred to in this Article XII, the
Trustee and Holders of Subordinated Securities shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in
which such dissolution, winding up, liquidation or reorganization
proceedings are pending, or, subject to the provisions of Section 6.1 and
6.2, a certificate of the receiver, trustee in bankruptcy, liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or the Holders of Subordinated Securities, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Issuer, the
amount thereof or payable thereon, the amount or amounts paid or distributed
therein and all other facts pertinent thereto or to this Article XII.

         Nothing contained in this Article XII or elsewhere in this
Indenture or in any Subordinated Security is intended to or shall affect the
obligation of the Issuer to make, or prevent the Issuer from making, at any
time except during the pendency of any dissolution, winding up, liquidation
or reorganization proceeding, and, except as provided in subsections (a) and
(b) of Section 12.2, payments at any time of the principal of, or interest
on Subordinated Securities.

12.6     Trustee Entitled to Assume Payments Not Prohibited in Absence of
         Notice

         The Issuer shall give prompt written notice to the Trustee of any
fact known to the Issuer which would prohibit the making of any payment or
distribution to or by the Trustee in respect of the Subordinated Securities.
Notwithstanding the provisions of this Article XII or any provision of this
Indenture, the Trustee shall not at any time be charged with knowledge of
the existence of any facts which would prohibit the making of any payment or
distribution to or by the Trustee, unless at least two Business Days prior
to the making of any such payment, the Trustee shall have received written
notice thereof from the Issuer or from one or more holders of Senior
Indebtedness or from any representative thereof or from any trustee
therefor, together with proof satisfactory to the Trustee of such holding of
Senior Indebtedness or of the authority of such representative or trustee;
and, prior to the receipt of any such written notice, the Trustee, subject
to the provisions of Sections 6.1 and 6.2, shall be entitled to assume
conclusively that no such facts exist. The Trustee shall be entitled to rely
on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a representative or trustee on
behalf of the holder) to establish that such notice has been given by a
holder of Senior Indebtedness (or a representative of or trustee on behalf
of any such holder). In the event that the Trustee determines, in good
faith, that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payments or
distribution pursuant of this Article XII, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such Person, as to the extent
to which such Person is entitled to participate in such payment or
distribution, and as to other facts pertinent to the rights of such Person
under this Article XII, and if such evidence is not furnished, the Trustee
may defer any payment to such

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Person pending judicial determination as to the right of such Person to
receive such payment. The Trustee, however, shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and nothing in this
Article XII shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.6.

12.7     Application by Trustee of Monies or Government Obligations
         Deposited with It

         Money or Government Obligations deposited in trust with the Trustee
pursuant to and in accordance with Section 10.1 shall be for the sole
benefit of Securityholders and, to the extent allocated for the payment of
Subordinated Securities, shall not be subject to the subordination
provisions of this Article XII, if the same are deposited in trust prior to
the happening of any event specified in Section 12.2. Otherwise, any deposit
of monies or Government Obligations by the Issuer with the Trustee or any
paying agent (whether or not in trust) for the payment of the principal of,
or interest on any Subordinated Securities shall be subject to the
provisions of Section 12.1, 12.2 and 12.3 except that, if prior to the date
on which by the terms of this Indenture any such monies may become payable
for any purposes (including, without limitation, the payment of the
principal of, or the interest, if any, on any Subordinated Security) the
Trustee shall not have received with respect to such monies the notice
provided for in Section 12.6, then the Trustee or the paying agent shall
have full power and authority to receive such monies and Government
Obligations and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may
be received by it on or after such date. This Section 12.7 shall be
construed solely for the benefit of the Trustee and paying agent and, as to
the first sentence hereof, the Securityholders, and shall not otherwise
effect the rights of holders of Senior Indebtedness.

12.8     Subordination Rights Not Impaired by Acts or Omissions of Issuer or
         Holders of Senior Indebtedness

         No rights of any present or future holders of any Senior
Indebtedness to enforce subordination as provided herein shall at any time
in any way be prejudiced or impaired by any act or failure to act on the
part of the Issuer or by any act or failure to act, in good faith, by any
such holders or by any noncompliance by the Issuer with the terms of this
Indenture, regardless of any knowledge thereof which any such holder may
have or be otherwise charged with.

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

12.9     Securityholders Authorize Trustee to Effectuate Subordination of
         Securities

         Each Holder of Subordinated Securities by his or her acceptance
thereof authorizes and expressly directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article XII and appoints the Trustee his or
her attorney-in-

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fact for such purpose, including in the event of any dissolution, winding
up, liquidation or reorganization of the Issuer (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit
of creditors or otherwise) the immediate filing of a claim for the unpaid
balance of his or her Subordinated Securities in the form required in said
proceedings and causing said claim to be approved. If the Trustee does not
file a proper claim or proof of debt in the form required in such proceeding
prior to 30 days before the expiration of the time to file such claim or
claims, then the holders of Senior Indebtedness have the right to file and
are hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Securities.

12.10    Right of Trustee to Hold Senior Indebtedness

         The Trustee in its individual capacity shall be entitled to all of
the rights set forth in this Article XII in respect of any Senior
Indebtedness at any time held by it to the same extent as any other holder
of Senior Indebtedness, and nothing in this Indenture shall be construed to
deprive the Trustee of any of its rights as such holder.

         With respect to the holders of Senior Indebtedness of the Issuer,
the Trustee undertakes to perform or to observe only such of its covenants
and obligations as are specifically set forth in this Article XII, and no
implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of such
Senior Indebtedness and, subject to the provisions of Sections 12.2 and
12.3, the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Holders of Subordinated
Securities, the Issuer or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this
Article XII or otherwise.

12.11    Article XII Not to Prevent Events of Defaults

         The failure to make a payment on account of principal or interest
by reason of any provision in this Article XII shall not be construed as
preventing the occurrence of an Event of Default under Section 5.1.

                   ARTICLE XIII. MISCELLANEOUS PROVISIONS

13.1     Incorporators, Stockholders, Officers and Directors of Issuer
         Exempt from Individual Liability

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as
such, or against any past, present or future stockholder, officer or
director, as such, of the Issuer or of any successor, either directly or
through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities
appertaining thereto by the Holders thereof and as part of the consideration
for the issue of the Securities appertaining thereto.

13.2     Provisions of Indenture for the Sole Benefit of Parties and Holders
         of Securities

         Nothing in this Indenture, in the Securities expressed or implied,
shall give or be construed to give to any Person other than the parties
hereto and their successors and the Holders of the Securities, any legal or
equitable right, remedy or claim under this Indenture or under any covenant
or provision herein contained, all such covenants and provisions being for
the sole benefit of the parties hereto and their successors and of the
Holders of the Securities. Notwithstanding the foregoing, for so long as any
Trust
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Securities remain outstanding, the Issuer's obligations under this
Indenture will also be for the benefit of the holders of such Trust
Securities, and the Issuer acknowledges and agrees that such holders will be
entitled to enforce certain payment obligations under the Securities
directly against the Issuer to the extent provided in Sections 5(b) and 6(c)
of Annex I of the Declaration dated ___________, 2002.

13.3     Successors and Assigns of Issuer Bound by Indenture

         All the covenants, stipulations, promises and agreements in this
Indenture made by or on behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not.

13.4     Notices and Demands on Issuer, Trustee and Holders of Securities

         Any notice, direction, request or demand which by any provision of
this Indenture is required or permitted to be given or served by the Trustee
or by any Holder of Securities of any series or upon the Issuer shall be
deemed to have been sufficiently given or served by being deposited postage
prepaid in the United States mail, first-class mail (except as otherwise
specifically provided herein), addressed (until another address of the
Issuer is filed by the Issuer with the Trustee) to The Laclede Group, Inc.,
720 Olive Street, St. Louis, Missouri 63101, Attention: Treasurer. Any
notice, direction, request or demand by the Issuer or any Holder of
Securities of any series or upon the Trustee shall be deemed to have been
sufficiently given or served by being deposited postage prepaid in the
United States mail, first-class mail (except as otherwise specifically
provided herein), addressed (until another address of the Trustee is filed
by the Trustee with the Issuer) to The Bank of New York, 101 Barclay Street,
New York, New York 10286, Attention: Corporate Trust Administration. Any
notice required or permitted to be given or served by the Issuer or by the
Trustee to or upon any Holders of Securities of any series shall be deemed
to have been sufficiently given or served by being deposited in the United
States mail, first-class mail (except as otherwise specifically provided
herein), addressed at their addresses as they shall appear on the Security
Register.

         In any case where notice to the Holders of Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

         In case, by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be
impracticable to mail notice when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be reasonably satisfactory to the Trustee shall be deemed to
be a sufficient giving of such notice.

13.5     Officers' Certificates and Opinions of Counsel; Statements to be
         Contained Therein

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

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         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 (other than certificates provided
pursuant to Section 4.3(d) or Section 11.5) shall include (a) a statement
that the individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto, (b) a
brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based, (c) a statement that, in the opinion of
such individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with and (d) a statement as to
whether or not, in the opinion of such individual, such condition or
covenant has been complied with.

         Any certificate, statement or opinion of an officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that the
certificate or opinion of or representations with respect to the matters
upon which his or her certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous. Any such certificate, statement or Opinion of
Counsel may be based, insofar as it relates to factual matters, on
information with respect to which is in the possession of the Issuer, upon
the certificate, statement or opinion of or representations by an officer or
officers of the Issuer, unless such counsel knows that the certificate,
statement or opinion or representations with respect to the matters upon
which his or her certificate, statement or opinion may be based as aforesaid
are erroneous, or in the exercise of reasonable care should know that the
same are erroneous.

         Any certificate, statement or opinion of an officer of the Issuer
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 in the employ of the Issuer, 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 his or her certificate,
statement or opinion 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 independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

13.6     Payments Due on Saturdays, Sundays and Holidays

         If the date of maturity of interest on or principal of the
Securities of any series or the date fixed for redemption or repayment of
any such Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of such
interest or principal 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 date fixed for redemption or repayment, and no
interest shall accrue for the period from and after such date except that,
if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with
the same force and effect as if made on such date.

13.7     Conflict of any Provision of Indenture with Trust Indenture Act of
         1939

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with any provision set forth in Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, that impose duties on any
person, such provision of the Trust Indenture Act of 1939 shall control.

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13.8     Governing Law

         This Indenture and each Security shall be governed by and deemed to
be a contract under, and construed in accordance with, the laws of the State
of New York, and for all purposes shall be construed in accordance with the
laws of such State, except as may otherwise be required by mandatory
provisions of law.

13.9     Counterparts

         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.

13.10    Effect of Headings and Table of Contents

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

13.11    Separability Clause

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

                   ARTICLE XIV. SECURITYHOLDERS' MEETINGS

14.1     Purposes of Meetings

         A meeting of Securityholders may be called at any time and from
time to time pursuant to the provisions of this Article XIV for any of the
following purposes:

                  (a)      to give any notice to the Issuer 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 Securityholders
         pursuant to any of the provisions of Article V;

                  (b)      to remove the Trustee and nominate a successor
         trustee pursuant to the provisions of Article VI;

                  (c)      to consent to the execution of an indenture or
         indentures supplemental hereto pursuant to the provisions of
         Section 8.2; or

                  (d)      to take any other action authorized to be taken
         by or on behalf of the holders of any specified aggregate principal
         amount of such Securities under any other provision of this
         Indenture or under applicable law.

14.2     Call of Meetings by Trustee

         The Trustee may at any time call a meeting of Securityholders to
take any action specified in Section 14.1, to be held at such time and at
such place in the Borough of Manhattan, The City of New York, as the Trustee
shall determine. Notice of every meeting of the Securityholders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting,

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shall be mailed to Holders of Securities at their addresses as they shall
appear on the Security Register. Such notice shall be mailed not less than
20 nor more than 180 days prior to the date fixed for the meeting.

14.3     Call of Meetings by the Issuer or Securityholders

         In case at any time the Issuer pursuant to a resolution of the
Board of Directors, or the holders of at least 10% in aggregate principal
amount of the Outstanding Securities, shall have requested the Trustee to
call a meeting of Securityholders, 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 Issuer or such Securityholders may
determine the time and the place in said Borough of Manhattan for such
meeting and may call such meeting to take any action authorized in Section
14.1, by mailing notice thereof as provided in Section 14.2.

14.4     Qualifications for Voting

         To be entitled to vote at any meeting of Securityholders a person
shall (a) be a holder of one or more Securities or (b) a person appointed by
an instrument in writing as proxy by a holder of one or more Securities. The
only persons who shall be entitled to be present or to speak at any meeting
of Securityholders 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 Issuer and its counsel.

14.5     Regulations

         Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any
meeting of Securityholders, in regard to proof of the holding of Securities
and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Issuer or by Securityholders as provided in Section 14.3, in which case the
Issuer or the Securityholders 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 majority vote of the
meeting.

         Subject to the provisions of Section 14.4, at any meeting each
holder of Securities or proxy therefor shall be entitled to one vote for
each $25 principal amount of Securities held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not outstanding and ruled by the
chairman of the meeting to be not outstanding. The chairman of the meeting
shall have no right to vote other than by virtue of Securities held by him
or instruments in writing as aforesaid duly designating him as the person to
vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 14.2 or 14.3 may be adjourned
from time to time by a majority of those present, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

14.6     Voting

         The vote upon any resolution submitted to any meeting of Holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of such Holders or of their representatives by proxy and the
serial number or numbers of the Securities held or represented by them. The
permanent
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chairman of the meeting shall appoint two inspectors of votes who shall
count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record in
duplicate of the proceedings of each meeting of Securityholders 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 mailed as provided in Section 14.2. The record shall show
the serial numbers of the Securities 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 Issuer and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.


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

                                   THE LACLEDE GROUP, INC., as Issuer



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



                                   THE BANK OF NEW YORK, as Trustee



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



                                   - 58 -