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                                                                Exhibit 4.10





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



                           THE LACLEDE GROUP, INC.

                                   ISSUER

                                     AND

                            THE BANK OF NEW YORK

                                   TRUSTEE


                                  ---------

                                  INDENTURE
                       (FOR UNSECURED DEBT SECURITIES)

                      DATED AS OF              , 200
                                  -------------     --



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




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<TABLE>
                                         TABLE OF CONTENTS


<S>                                                                                             <C>
PARTIES  ........................................................................................1

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

                                            ARTICLE ONE

                      Definitions and Other Provisions of General Application

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

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

                                                 i

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                  Place of Payment...............................................................6
                  Predecessor Security...........................................................6
                  Redemption Date................................................................6
                  Redemption Price...............................................................7
                  Regular Record Date............................................................7
                  Required Currency..............................................................7
                  Responsible Officer............................................................7
                  Security and Securities........................................................7
                  Security Register and Security Registrar.......................................7
                  Special Record Date............................................................7
                  Stated Interest Rate...........................................................7
                  Stated Maturity................................................................7
                  Subsidiary.....................................................................7
                  Tranche........................................................................8
                  Trust Indenture Act............................................................8
                  Trustee........................................................................8
                  United States..................................................................8
SECTION 102.      Compliance Certificates and Opinions...........................................8
SECTION 103.      Form of Documents Delivered to Trustee.........................................9
SECTION 104.      Acts of Holders................................................................10
SECTION 105.      Notices, etc. to Trustee and Company...........................................11
SECTION 106.      Notice to Holders of Securities; Waiver........................................12
SECTION 107.      Conflict with Trust Indenture Act..............................................13
SECTION 108.      Effect of Headings and Table of Contents.......................................13
SECTION 109.      Successors and Assigns.........................................................13
SECTION 110.      Separability Clause............................................................13
SECTION 111.      Benefits of Indenture..........................................................13
SECTION 112.      Governing Law..................................................................13
SECTION 113.      Legal Holidays.................................................................13

                                            ARTICLE TWO

                                           Security Forms

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

                                           ARTICLE THREE

                                           The Securities

SECTION 301.      Amount Unlimited; Issuable in Series...........................................15
SECTION 302.      Denominations..................................................................19
SECTION 303.      Execution, Authentication, Delivery and Dating.................................19
SECTION 304.      Temporary Securities...........................................................22

                                                 ii

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SECTION 305.      Registration, Registration of Transfer and Exchange............................22
SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities...............................24
SECTION 307.      Payment of Interest; Interest Rights Preserved.................................25
SECTION 308.      Persons Deemed Owners..........................................................26
SECTION 309.      Cancellation by Security Registrar.............................................26
SECTION 310.      Computation of Interest........................................................26
SECTION 311.      Payment to Be in Proper Currency...............................................27
SECTION 312.      Extension of Interest Payment..................................................27
SECTION 313.      CUSIP Numbers..................................................................27

                                            ARTICLE FOUR

                                      Redemption of Securities

SECTION 401.      Applicability of Article.......................................................28
SECTION 402.      Election to Redeem; Notice to Trustee..........................................28
SECTION 403.      Selection of Securities to Be Redeemed.........................................28
SECTION 404.      Notice of Redemption...........................................................29
SECTION 405.      Securities Payable on Redemption Date..........................................30
SECTION 406.      Securities Redeemed in Part....................................................31

                                            ARTICLE FIVE

                                           Sinking Funds

SECTION 501.      Applicability of Article.......................................................31
SECTION 502.      Satisfaction of Sinking Fund Payments with
                  Securities.....................................................................31
SECTION 503.      Redemption of Securities for Sinking Fund......................................32

                                            ARTICLE SIX

                                             Covenants

SECTION 601.      Payment of Principal, Premium and Interest.....................................33
SECTION 602.      Maintenance of Office or Agency................................................33
SECTION 603.      Money for Securities Payments to Be Held in Trust..............................33
SECTION 604.      Corporate Existence............................................................35
SECTION 605.      Maintenance of Properties......................................................35
SECTION 606.      Annual Officer's Certificate as to Compliance..................................35
SECTION 607.      Waiver of Certain Covenants....................................................36
SECTION 608.      Statement by Officers as to Default............................................36


                                                iii

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                                           ARTICLE SEVEN

                                     Satisfaction and Discharge

SECTION 701.      Satisfaction and Discharge of Securities.......................................36
SECTION 702.      Satisfaction and Discharge of Indenture........................................39
SECTION 703.      Application of Trust Money.....................................................39

                                           ARTICLE EIGHT

                                    Events of Default; Remedies

SECTION 801.      Events of Default..............................................................40
SECTION 802.      Acceleration of Maturity; Rescission and
                  Annulment......................................................................42
SECTION 803.      Collection of Indebtedness and Suits for
                  Enforcement by Trustee.........................................................43
SECTION 804.      Trustee May File Proofs of Claim...............................................44
SECTION 805.      Trustee May Enforce Claims Without Possession of
                  Securities.....................................................................44
SECTION 806.      Application of Money Collected.................................................45
SECTION 807.      Limitation on Suits............................................................45
SECTION 808.      Unconditional Right of Holders to Receive
                  Principal, Premium and Interest................................................46
SECTION 809.      Restoration of Rights and Remedies.............................................46
SECTION 810.      Rights and Remedies Cumulative.................................................46
SECTION 811.      Delay or Omission Not Waiver...................................................46
SECTION 812.      Control by Holders of Securities...............................................47
SECTION 813.      Waiver of Past Defaults........................................................47
SECTION 814.      Undertaking for Costs..........................................................48
SECTION 815.      Waiver of Stay or Extension Laws...............................................48

                                            ARTICLE NINE

                                            The Trustee

SECTION 901.      Certain Duties and Responsibilities............................................48
SECTION 902.      Notice of Defaults.............................................................49
SECTION 903.      Certain Rights of Trustee......................................................49
SECTION 904.      Not Responsible for Recitals or Issuance of
                  Securities.....................................................................51
SECTION 905.      May Hold Securities............................................................51
SECTION 906.      Money Held in Trust............................................................52
SECTION 907.      Compensation and Reimbursement.................................................52
SECTION 908.      Disqualification; Conflicting Interests........................................53

                                                iv

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

                                            ARTICLE TEN

                      Holders' Lists and Reports by Trustee and Company

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

                                           ARTICLE ELEVEN

                      Consolidation, Merger, Conveyance or Other Transfer

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

                                           ARTICLE TWELVE

                                      Supplemental Indentures

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

                                          ARTICLE THIRTEEN

                            Meetings of Holders; Action Without Meeting

SECTION 1301.     Purposes for Which Meetings May Be Called......................................67
SECTION 1302.     Call, Notice and Place of Meetings.............................................68
SECTION 1303.     Persons Entitled to Vote at Meetings...........................................68
SECTION 1304.     Quorum; Action.................................................................69

                                                 v

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

                                          ARTICLE FOURTEEN

                  Immunity of Incorporators, Shareholders, Officers and Directors

SECTION 1401.     Liability Solely Corporate.....................................................71
Testimonium       ...............................................................................72

Signatures        ...............................................................................72
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                            THE LACLEDE GROUP, INC.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

                 AND INDENTURE, DATED AS OF ____________, 2002

TRUST INDENTURE ACT SECTION                                  INDENTURE SECTION

ss. 310   (a)(1)...........................................................909
          (a)(2)...........................................................909
          (a)(3)...........................................................914
          (a)(4)................................................Not Applicable
          (b)..............................................................908
                                                                           910
ss. 311   (a)..............................................................913
          (b)..............................................................913
          (c)..............................................................913
ss. 312   (a).............................................................1001
          (b).............................................................1001
          (c).............................................................1001
ss. 313   (a).............................................................1002
          (b).............................................................1002
          (c).............................................................1002
ss. 314   (a).............................................................1002
          (a)(4)...........................................................606
          (b)...................................................Not Applicable
          (c)(1)...........................................................102
          (c)(2)...........................................................102
          (c)(3)................................................Not Applicable
          (d)...................................................Not Applicable
          (e)..............................................................102
ss. 315   (a)..............................................................901
                                                                           903
          (b)..............................................................902
          (c)..............................................................901
          (d)..............................................................901
          (e)..............................................................814
ss. 316   (a)..............................................................812
                                                                           813
          (a)(1)(A)........................................................802
                                                                           812
          (a)(1)(B)........................................................813
          (a)(2)................................................Not Applicable
          (b)..............................................................808
ss. 317   (a)(1)...........................................................803
          (a)(2)...........................................................804


                                      vii

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

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


                                     viii

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         INDENTURE, dated as of ___________, 200__, between THE LACLEDE
GROUP, INC., a corporation duly organized and existing under the laws of the
State of Missouri (herein called the "Company"), having its principal office
at 720 Olive St., St. Louis, Missouri 63101, and The Bank of New York, a
state banking corporation organized and operating under the banking laws of
the State of New York, having its principal corporate trust office at 101
Barclay Street, New York City, New York, 10286, as Trustee (herein called
the "Trustee").

                           RECITAL OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

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

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

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         the United States, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall
         mean such accounting principles as are generally accepted in the
         United States at the date of such computation or, at the election
         of the Company from time to time, at the date of the execution and
         delivery of this Indenture; provided, however, that in determining
         generally accepted accounting principles applicable to the Company,
         the Company shall, to the extent required, conform to any order,
         rule or regulation of any administrative agency, regulatory
         authority or other governmental body having jurisdiction over the
         Company; and

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

         Certain terms used principally in Article Six and Article Nine are
defined in those Articles.

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

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

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

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

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

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

                                     2

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

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

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

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

         "Corporate Trust Office" means the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
Indenture is located at 101 Barclay Street, New York City, New York, 10286
Attn: Corporate Trust Administration.

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

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

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

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

         "Eligible Obligations" means:

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

                                     3

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

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

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

         "Government Obligations" means:

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

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

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

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

         "Interest Payment Date," when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

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

                                     4

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

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

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

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

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

                  (c) Securities which have been paid pursuant to Section
         306 or in exchange for or in lieu of which other Securities have
         been authenticated and delivered pursuant to this Indenture, other
         than any such Securities in respect of which there shall have been
         presented to the Trustee proof satisfactory to it and the Company
         that such Securities are held by a bona fide purchaser or
         purchasers in whose hands such Securities are valid obligations of
         the Company;

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Securities Outstanding under this
Indenture, or the Outstanding Securities of any series or Tranche, have
given any request, demand, authorization, direction, notice, consent or
waiver hereunder or whether or not a quorum is present at a meeting of
Holders of Securities,

                  (x) Securities owned by the Company or any other obligor
         upon the Securities or any Affiliate of the Company or of such
         other obligor (unless the Company, such Affiliate or such obligor
         owns all Securities Outstanding under this Indenture, or (except
         for the purposes of actions to be taken by Holders of (i) more than
         one series voting as a class under Section 812 or (ii) more than
         one series or more than one Tranche, as the case may be, voting as
         a class under Section 1202) all Outstanding Securities of each such
         series and each such Tranche, as the case may be, determined
         without regard to this clause (x)) shall be disregarded and deemed
         not to be Outstanding, except that, in determining whether the
         Trustee shall be protected in relying upon any such request,
         demand, authorization, direction, notice, consent or waiver or upon
         any such determination as to the presence of a quorum, only
         Securities that a Responsible Officer of the Trustee knows to be so
         owned shall be so disregarded; provided, however, that the
         Securities so owned which have been pledged in good faith may be
         regarded as Outstanding if the pledgee establishes to the
         reasonable satisfaction of the

                                     5

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         Trustee the pledgee's right so to act with respect to such
         Securities and that the pledgee is not the Company or any other
         obligor upon the Securities or any Affiliate of the Company or of
         such other obligor; and

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

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

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

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

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

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

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

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

                                     6

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

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

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

         "Responsible Officer," when used with respect to the Trustee, means
any officer 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 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" and "Securities" each has the meaning stated in the
recital of this Indenture and more particularly means any securities
authenticated and delivered under this Indenture.

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

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

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

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

         "Subsidiary" means a corporation of which more than 50% of the
outstanding voting stock is owned, directly or indirectly, by the Company or
by one or more other subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of

                                     7

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this definition, "voting stock" means stock or membership interests or other
equivalents of stock that ordinarily have voting power for the election of
directors (or persons fulfilling similar responsibilities), whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

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

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

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

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

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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<PAGE>

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

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

         Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument
may be substituted therefor in corrected form with the same force and effect
as if originally filed in the corrected form and, irrespective of the date
or dates of the actual execution and/or delivery thereof, such substitute
document or instrument shall be deemed to have been executed and/or
delivered as of the date or dates required with respect to the document or
instrument for which it is substituted. Anything in this Indenture to the
contrary notwithstanding, if any such corrective document or instrument
indicates that action has been taken by or at the request of the Company
which could not have been taken had the original document or instrument not
contained such error or omission, then, the action so taken shall not be
invalidated or otherwise rendered ineffective but shall be and remain in
full force and effect, except to the extent that such action was a result of
willful misconduct or bad faith. Without

                                     9

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<PAGE>

limiting the generality of the foregoing, any Securities issued under the
authority of such defective document or instrument shall nevertheless be the
valid obligations of the Company entitled to the benefits of this Indenture
equally and ratably with all other Outstanding Securities, except as
aforesaid.

SECTION 104. ACTS OF HOLDERS.

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

                  (b) The fact and date of the execution by any Person of
         any such instrument or writing may be proved by the affidavit of a
         witness of such execution or by a certificate of a notary public or
         other officer authorized by law to take acknowledgments of deeds,
         certifying that the individual signing such instrument or writing
         acknowledged to him the execution thereof or may be proved in any
         other manner which the Trustee and the Company deem sufficient.
         Where such execution is by a signer acting in a capacity other than
         his or her individual capacity, such certificate or affidavit shall
         also constitute sufficient proof of his or her authority.

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

                  (d) Any request, demand, authorization, direction, notice,
         consent, election, waiver or other Act of a Holder shall bind every
         future Holder of the same Security and the Holder of every Security
         issued upon the registration of

                                     10

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<PAGE>

         transfer thereof or in exchange therefor or in lieu thereof in
         respect of anything done, omitted or suffered to be done by the
         Trustee or the Company in reliance thereon, whether or not notation
         of such action is made upon such Security.

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

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

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

SECTION 105. NOTICES, ETC. TO TRUSTEE AND COMPANY.

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

                                     11

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address as the parties hereto shall from time to time designate by written
notice, or transmitted by certified or registered mail, charges prepaid, to
the applicable address set below such party's name below or to such other
address as either party hereto may from time to time designate by written
notice:

                  If to the Trustee, to:

                  The Bank of New York
                  101 Barclay Street
                  New York, NY 10286
                  Attn: Corporate Trust Administration
                  Telephone: 212-896-7223
                  Facsimile: 212-896-7298

                  If to the Company, to:

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

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

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

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

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

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<PAGE>

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

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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

SECTION 112. GOVERNING LAW.

         This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 113. LEGAL HOLIDAYS.

         In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of
the Securities other than a

                                       13

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

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

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

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

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

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

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

                                       14

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Dated:
                                         _______________________________,
                                         as Trustee


                                         By:_____________________________
                                            Authorized Signatory

                                ARTICLE THREE

                               THE SECURITIES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

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

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

                  (b) any limit upon the aggregate principal amount of the
         Securities of such series 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
         304, 305, 306, 406 or 1206 and except for any Securities which,
         pursuant to Section 303, are deemed never to have been
         authenticated and delivered hereunder);

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

                  (d) the date or dates on which the principal of the
         Securities of such series, or any Tranche thereof, is payable or
         any formulary or other method or other means by which such date or
         dates shall be determined, by reference to an index or other fact
         or event ascertainable outside of this Indenture or otherwise

                                       15

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<PAGE>

         (without regard to any provisions for redemption, prepayment,
         acceleration, purchase or extension);

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

                  (f) the place or places at which or methods by which (1)
         the principal of and premium, if any, and interest, if any, on
         Securities of such series, or any Tranche thereof, shall be
         payable, (2) registration of transfer of Securities of such series,
         or any Tranche thereof, may be effected, (3) exchanges of
         Securities of such series, or any Tranche thereof, may be effected
         and (4) notices and demands to or upon the Company in respect of
         the Securities of such series, or any Tranche thereof, and this
         Indenture may be served; the Security Registrar and any Paying
         Agent or Agents for such series or Tranche; and if such is the
         case, that the principal of such Securities shall be payable
         without presentment or surrender thereof;

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

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

                                       16

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

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

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

                  (l) if the principal of or premium, if any, or interest,
         if any, on the Securities of such series, or any Tranche thereof,
         are to be payable, or are to be payable at the election of the
         Company or a Holder thereof, in securities or other property, the
         type and amount of such securities or other property, or the
         formulary or other method or other means by which such amount shall
         be determined, and the period or periods within which, and the
         terms and conditions upon which, any such election may be made;

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

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

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

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

                                       17

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

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

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

                  (t) to the extent not established pursuant to clause (r)
         of this paragraph, any limitations on the rights of the Holders of
         the Securities of such Series, or any Tranche thereof, to transfer
         or exchange such Securities or to obtain the registration of
         transfer thereof; and if a service charge will be made for the
         registration of transfer or exchange of Securities of such series,
         or any Tranche thereof, the amount or terms thereof;

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

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

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

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

         With respect to Securities of a series subject to a Periodic
Offering, the indenture supplemental hereto or the Board Resolution which
establishes such series, or the Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Securities of such series and

                                       18

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<PAGE>

provide either that the specific terms of Securities of such series, or any
Tranche thereof, shall be specified in a Company Order or that such terms
shall be determined by the Company or its agents in accordance with
procedures specified in a Company Order as contemplated by clause (b) of
Section 303.

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

SECTION 302. DENOMINATIONS.

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

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

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

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

                  (b) a Company Order requesting the authentication and
         delivery of such Securities and, to the extent that the terms of
         such Securities shall not have been established in an indenture
         supplemental hereto or in a Board Resolution, or in an Officer's
         Certificate pursuant to a supplemental indenture or Board
         Resolution, all as contemplated by Sections 201 and 301, either
         (i) establishing such terms or (ii) in the case of Securities of a
         series subject to a Periodic Offering, specifying procedures,
         acceptable to the Trustee, by which such terms are to be
         established

                                     19

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<PAGE>

         (which procedures may provide, to the extent acceptable to the
         Trustee, for authentication and delivery pursuant to oral or
         electronic instructions from the Company or any agent or agents
         thereof, which oral instructions are to be promptly confirmed
         electronically or in writing), in either case in accordance with
         the instrument or instruments delivered pursuant to clause (a)
         above;

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

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

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

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

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

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

                                     20

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<PAGE>

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

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

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

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

         Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, no Security
shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature of an
authorized signatory thereof, and such certificate upon any Security shall
be conclusive evidence,

                                     21

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<PAGE>

and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder to the Company, or any Person acting on its behalf,
but shall never have been issued and sold by the Company, and the Company
shall deliver such Security to the Security Registrar for cancellation as
provided in Section 309 together with a written statement (which need not
comply with Section 102 and need not be accompanied by an Officer's
Certificate or an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, then for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.

SECTION 304. TEMPORARY SECURITIES.

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

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

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

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Company shall cause to be kept in one of the offices designated
pursuant to Section 602, with respect to the Securities of each series, or
any Tranche thereof, a register (the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities of such series,

                                     22

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<PAGE>

or any Tranche thereof, and the registration of transfer thereof. The
Company shall designate one Person to maintain the Security Register for the
Securities of each series on a consolidated basis, and such Person is
referred to herein, with respect to such series, as the "Security
Registrar." Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices as an office in which a register with
respect to the Securities of one or more series, or any Tranche or Tranches
thereof, shall be maintained, and the Company may designate itself the
Security Registrar with respect to one or more of such series. The Security
Register shall be open for inspection by the Trustee and the Company at all
reasonable times.

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

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

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

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

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

                                     23

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<PAGE>

         The Company shall not be required to execute or to provide for the
registration of transfer of or the exchange of (a) Securities of any series,
or any Tranche thereof, during a period of 15 days immediately preceding the
date notice is to be given identifying the serial number of the Securities
of such series or Tranche called for redemption or (b) any Security so
selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part.

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

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

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

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

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

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

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

                                     24

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<PAGE>

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

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

                  (b) The Company may make payment of any Defaulted Interest
         on the Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on
         which such Securities may be listed,

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<PAGE>

         and upon such notice as may be required by such exchange, if, after
         notice given by the Company to the Trustee of the proposed payment
         pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

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

SECTION 308. PERSONS DEEMED OWNERS.

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

SECTION 309. CANCELLATION BY SECURITY REGISTRAR.

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

SECTION 310. COMPUTATION OF INTEREST.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, or any Tranche thereof, interest on the Securities
of each series shall be computed on the basis of a 360-day year consisting
of twelve 30-day months and for any period shorter than a full calendar
month, on the basis of the actual number of days elapsed in such period.

                                     26

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SECTION 311. PAYMENT TO BE IN PROPER CURRENCY.

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

SECTION 312. EXTENSION OF INTEREST PAYMENT.

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

SECTION 313. CUSIP NUMBERS.

         The Company 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
Company will promptly notify the Trustee of any change in the "CUSIP"
numbers.

                                       27

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                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

SECTION 401. APPLICABILITY OF ARTICLE.

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

SECTION 402. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

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

SECTION 403. SELECTION OF SECURITIES TO BE REDEEMED.

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

                                       28

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

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

SECTION 404. NOTICE OF REDEMPTION.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, notice of redemption shall be given in the manner
provided in Section 106 to the Holders of the Securities to be redeemed not
less than 30 nor more than 60 days prior to the Redemption Date.

         All notices of redemption shall state:

                  (a) the Redemption Date;

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

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

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

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

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

                  (g) the CUSIP numbers, if any, assigned to such
         Securities; provided, however, that such notice may state that no
         representation is made as to the

                                     29

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<PAGE>

         correctness of any CUSIP numbers, and the redemption of such
         Securities shall not be affected by any defect in or omission of
         such numbers; and

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

         Unless otherwise specified with respect to any Securities in
accordance with Section 301, with respect to any notice of redemption of
Securities at the election of the Company, unless, upon the giving of such
notice, such Securities shall be deemed to have been paid in accordance with
Section 701, such notice may state that such redemption shall be conditional
upon the receipt by the Paying Agent or Agents for such Securities, on or
prior to the date fixed for such redemption, of money sufficient to pay the
principal of and premium, if any, and interest, if any, on such Securities
and that if such money shall not have been so received such notice shall be
of no force or effect and the Company shall not be required to redeem such
Securities. In the event that such notice of redemption contains such a
condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the
manner in which the notice of redemption was given, that such money was not
so received and such redemption was not required to be made, and the Paying
Agent or Agents for the Securities otherwise to have been redeemed shall
promptly return to the Holders thereof any of such Securities which had been
surrendered for payment upon such redemption.

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

SECTION 405. SECURITIES PAYABLE ON REDEMPTION DATE.

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

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<PAGE>

the close of business on the related Regular Record Date according to the
terms of such Security and subject to the provisions of Section 307.

SECTION 406. SECURITIES REDEEMED IN PART.

         Upon the surrender of any Security which is to be redeemed only in
part at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his or her attorney duly authorized in writing), the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder
of such Security, without service charge, a new Security or Securities of
the same series and Tranche, of any authorized denomination requested by
such Holder and of like tenor and in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                  ARTICLE FIVE

                                  SINKING FUNDS

SECTION 501. APPLICABILITY OF ARTICLE.

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

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

SECTION 502. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

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satisfaction of a mandatory sinking fund payment if such Securities shall
have been previously so applied. Securities so applied shall be received and
credited for such purpose by the Trustee at the Redemption Price specified
in such Securities for redemption through operation of the sinking fund and
the amount of such mandatory sinking fund payment shall be reduced
accordingly.

SECTION 503. REDEMPTION OF SECURITIES FOR SINKING FUND.

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

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

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

                  (c) the aggregate sinking fund payment;

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

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

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

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                                 ARTICLE SIX

                                  COVENANTS

SECTION 601. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

SECTION 602. MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

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

         If the Company shall at any time act as its own Paying Agent with
respect to the Securities of any series, or any Tranche thereof, it shall,
on or before each due date of the

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principal of and premium, if any, and interest, if any, on any of such
Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and premium or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided. The Company shall promptly notify
the Trustee of any failure by the Company (or any other obligor on such
Securities) to make any payment of principal of or premium, if any, or
interest, if any, on such Securities.

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

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

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

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

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

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

         Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of and
premium, if any, or interest, if any, on any Security and remaining
unclaimed for two years after such principal and

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premium, if any, or interest, if any, has become due and payable shall be
paid to the Company on Company Request, or, if then held by the Company,
shall be discharged from such trust; and, upon such payment or discharge,
the Holder of such Security shall, as an unsecured general creditor and not
as a Holder of an Outstanding Security, look only to the Company for payment
of the amount so due and payable and remaining unpaid, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being
required to make any such payment to the Company, may at the expense of the
Company cause to be mailed, on one occasion only, notice to such Holder that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such mailing, any unclaimed
balance of such money then remaining will be paid to the Company.

SECTION 604. CORPORATE EXISTENCE.

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

SECTION 605. MAINTENANCE OF PROPERTIES.

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

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

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

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SECTION 607. WAIVER OF CERTAIN COVENANTS.

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

SECTION 608. STATEMENT BY OFFICERS AS TO DEFAULT.

         The Company shall deliver to the Trustee, as soon as possible and
in any event within five days after the Company becomes aware of the
occurrence of any Event of Default or an event that, with notice or the
lapse of time or both, would constitute an Event of Default, an Officers'
Certificate setting forth the details of such Event of Default or default
and the action that the Company proposes to take with respect thereto.

                                  ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE

SECTION 701. SATISFACTION AND DISCHARGE OF SECURITIES.

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

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

                  (b) in the case of a deposit made prior to the Maturity of
         such Securities or portions thereof, Eligible Obligations, which
         shall not contain provisions permitting the redemption or other
         prepayment thereof at the option of the issuer thereof, the
         principal of and the interest on which when due, without any
         regard to

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         reinvestment thereof, will provide moneys which, together with the
         money, if any, deposited with or held by the Trustee or such Paying
         Agent, shall be sufficient, or

                  (c) a combination of (a) or (b) which shall be sufficient,

to pay when due the principal of and premium, if any, and interest, if any,
due and to become due on such Securities or portions thereof on or prior to
Maturity; provided, however, that in the case of the provision for payment
or redemption of less than all the Securities of any series or Tranche, such
Securities or portions thereof shall have been selected by the Trustee as
provided herein and, in the case of a redemption, the notice requisite to
the validity of such redemption shall have been given or irrevocable
authority shall have been given by the Company to the Trustee to give such
notice, under arrangements satisfactory to the Trustee; and provided,
further, that the Company shall have delivered to the Trustee and such
Paying Agent:

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

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

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

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

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or of any of the covenants of the Company under Article Six (except the
covenants contained in Sections 602 and 603) or any other covenants made in
respect of such Securities or portions thereof as contemplated by Section
301 and Section 1201(b), but the indebtedness of the Company in respect of
such Securities or portions thereof shall not be deemed to have been
satisfied and discharged prior to Maturity for any other purpose, and the
Holders of such Securities or portions thereof shall continue to be entitled
to look to the Company for payment of the indebtedness represented thereby;
and, upon Company Request, the Trustee shall acknowledge in writing that
such Securities or portions thereof are deemed to have been paid for all
purposes of this Indenture.

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

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

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

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

         Anything herein to the contrary notwithstanding, (a) if, at any
time after a Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to
this Section (without regard to the provisions of this paragraph), the
Trustee or any Paying Agent, as the case may be, shall be required to return
the money or Eligible Obligations, or combination thereof, deposited with it
as aforesaid to the Company or its representative under any applicable
Federal or State bankruptcy, insolvency or other similar law, such Security
shall thereupon be deemed

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<PAGE>

retroactively not to have been paid and any satisfaction and discharge of
the Company's indebtedness in respect thereof shall retroactively be deemed
not to have been effected, and such Security shall be deemed to remain
Outstanding, and (b) any satisfaction and discharge of the Company's
indebtedness in respect of any Security shall be subject to the provisions
of the last paragraph of Section 603.

SECTION 702. SATISFACTION AND DISCHARGE OF INDENTURE.

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

                  (a) no Securities remain Outstanding hereunder; and

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

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

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

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

SECTION 703. APPLICATION OF TRUST MONEY.

         The Eligible Obligations and the money deposited pursuant to
Section 701, and the principal and interest payments on any such Eligible
Obligations, shall not be withdrawn or used for any purpose other than, and
shall be held in trust for, the payment of the principal of and premium, if
any, and interest, if any, on the Securities or portions of principal amount
thereof in respect of which such deposit was made, all subject, however, to
the provisions of Section 603; provided, however, that, so long as there
shall

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not have occurred and be continuing an Event of Default, any cash
received from such principal or interest payments on such Eligible
Obligations, if not then needed for such purpose, shall, to the extent
practicable and upon Company Request, be invested in Eligible Obligations of
the type described in clause (b) in the first paragraph of Section 701
maturing at such times and in such amounts as shall be sufficient, together
with any other moneys and the principal of and interest on any other
Eligible Obligations then held by the Trustee, to pay when due the principal
of and premium, if any, and interest, if any, due and to become due on such
Securities or portions thereof on or prior to the Maturity thereof, and
interest earned from such reinvestment shall be paid over to the Company as
received, free and clear of any trust, lien or pledge under this Indenture
except the lien provided by Section 907; and provided, further, that, so
long as there shall not have occurred and be continuing an Event of Default,
any moneys held in accordance with this Section on the Maturity of all such
Securities in excess of the amount required to pay the principal of and
premium, if any, and interest, if any, then due on such Securities shall be
paid over to the Company free and clear of any trust, lien or pledge under
this Indenture except the lien provided by Section 907; and provided,
further, that if an Event of Default shall have occurred and be continuing,
moneys to be paid over to the Company pursuant to this Section shall be held
in trust until such Event of Default shall have been waived or cured.

                                  ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES

SECTION 801. EVENTS OF DEFAULT.

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

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

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

                  (c) failure to perform or breach of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in the performance of which or breach of which
         is elsewhere in this Section specifically dealt with or which has
         expressly been included in this Indenture solely for the benefit of
         one or more series of Securities other than such series) for a
         period of 90 days after there has been given, by registered or
         certified mail, to the Company by the Trustee, or to the Company
         and the Trustee by the Holders of at least 33% in principal amount
         of the Outstanding Securities of such series, a written notice

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<PAGE>

         specifying such default or breach and requiring it to be remedied
         and stating that such notice is a "Notice of Default" hereunder,
         unless the Trustee, or the Trustee and the Holders of a principal
         amount of Securities of such series not less than the principal
         amount of Securities the Holders of which gave such notice, as the
         case may be, shall agree in writing to an extension of such period
         prior to its expiration; provided, however, that the Trustee or the
         Trustee and the Holders of such principal amount of Securities of
         such series, as the case may be, shall be deemed to have agreed to
         an extension of such period if corrective action is initiated by
         the Company within such period and is being diligently pursued; or

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

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

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

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SECTION 802. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

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

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

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

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

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

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

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

                  (b) any other Event or Events of Default with respect to
         Securities of such series, other than the nonpayment of the
         principal of Securities of such series which shall have become due
         solely by such declaration of acceleration, shall have been cured
         or waived as provided in Section 813.

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

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

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

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

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

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SECTION 804. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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

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

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

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

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

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SECTION 806. APPLICATION OF MONEY COLLECTED.

         Any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or
premium, if any, or interest, if any, upon presentation of the Securities in
respect of which or for the benefit of which such money shall have been
collected and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

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

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

                  third:  to the payment of the remainder, if any, to the
         Company or as a court of competent jurisdiction may direct.

SECTION 807. LIMITATION ON SUITS.

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

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

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

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

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

                  (e) no direction inconsistent with such written request
         shall have been given to the Trustee during such 60-day period by
         the Holders of a majority in aggregate principal amount of the
         Outstanding Securities of all series in respect of

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         which an Event of Default shall have occurred and be continuing,
         considered as one class;

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

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

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

SECTION 809. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 810. RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 811. DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Trustee or of any Holder to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or

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constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may.

SECTION 812. CONTROL BY HOLDERS OF SECURITIES.

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

SECTION 813. WAIVER OF PAST DEFAULTS.

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

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

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

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

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SECTION 814. UNDERTAKING FOR COSTS.

         The Company and the Trustee agree, and each Holder by his or her
acceptance of a Security shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees 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, all in the manner, to the extent and
except as otherwise provided in the Trust Indenture Act; but the provisions
of this Section shall not apply to any suit instituted by the Company, to
any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of all series in respect of
which such suit may be brought, considered as one class, or to any suit
instituted by any Holder for the enforcement of the payment of the principal
of or premium, if any, or interest, if any, on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

SECTION 815. WAIVER OF STAY OR EXTENSION LAWS.

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

                                  ARTICLE NINE

                                   THE TRUSTEE

SECTION 901. CERTAIN DUTIES AND RESPONSIBILITIES.

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

                  (b) No provision of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of

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         any of its duties hereunder, or in the exercise of any of its
         rights or powers, if it shall have reasonable grounds for believing
         that repayment of such funds or adequate indemnity against such
         risk or liability is not reasonably assured to it.

                  (c) Notwithstanding anything contained in this Indenture
         to the contrary, the duties and responsibilities of the Trustee
         under this Indenture shall be subject to the protections,
         exculpations and limitations on liability afforded to the Trustee
         under the provisions of the Trust Indenture Act. For the purposes
         of Sections 315(b)(2) and 315(d)(2) of the Trust Indenture Act, the
         term "responsible officer" is hereby defined as a Responsible
         Officer herein.

                  (d) Whether or not therein expressly so provided, every
         provision of this Indenture relating to the conduct or affecting
         the liability of or affording protection to the Trustee shall be
         subject to the provisions of this Section.

SECTION 902. NOTICE OF DEFAULTS.

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

SECTION 903. CERTAIN RIGHTS OF TRUSTEE.

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

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

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

                  (c) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or
         established prior to taking, suffering

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         or omitting any action hereunder, the Trustee (unless other
         evidence be herein specifically prescribed) may, in the absence of
         bad faith on its part, rely upon an Officer's Certificate;

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

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

                  (f) the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice,
         request, direction, consent, order, bond, debenture, note, other
         evidence of indebtedness or other paper or document, but the
         Trustee in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if
         the Trustee shall determine to make such further inquiry or
         investigation, it shall (subject to applicable legal requirements)
         be entitled to examine, during normal business hours, the books,
         records and premises of the Company, personally or by agent or
         attorney at the expense of the Company and shall incur no liability
         of any kind by reason of such inquiry or investigation;

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys, and the Trustee shall not be
         responsible for any misconduct or negligence on the part of any
         agent or attorney appointed with due care by it hereunder;

                  (h) the Trustee shall not be charged with knowledge of any
         default or Event of Default, as the case may be, with respect to
         the Securities of any series for which it is acting as Trustee
         unless either (1) a Responsible Officer of the Trustee shall have
         actual knowledge that such default or Event of Default, as the case
         may be, exists and constitutes a default or Event of Default, as
         the case may be, under this Indenture or (2) written notice of such
         default or Event of Default, as the case may be, shall have been
         given in the manner provided in Section 105 hereof to the Trustee
         by the Company, any other obligor on such Securities or by any
         Holder of such Securities;

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

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                  (j) 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;

                  (k) 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;

                  (l) 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;

                  (m) 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

                  (n) the Trustee may request that the Company 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.

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

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

SECTION 905. MAY HOLD SECURITIES.

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

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SECTION 906. MONEY HELD IN TRUST.

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

SECTION 907. COMPENSATION AND REIMBURSEMENT.

         The Company shall

                  (a) pay to the Trustee as agreed upon in writing from time
         to time reasonable compensation for all services rendered by it
         hereunder (which compensation shall not be limited by any provision
         of law in regard to the compensation of a trustee of an express
         trust);

                  (b) except as otherwise expressly provided herein,
         reimburse the Trustee upon its request for all reasonable expenses
         or disbursements reasonably incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except to the extent that any such expense or
         disbursement is determined by a court of competent jurisdiction to
         have been caused by the Trustee's negligence, willful misconduct or
         bad faith; and

                  (c) indemnify the Trustee for, and hold it harmless from
         and against, any loss, liability or expense reasonably incurred by
         it arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder or the performance
         of its duties hereunder, including the reasonable costs and
         expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder, except to the extent any such loss, liability or
         expense is determined by a court of competent jurisdiction to have
         been caused by the Trustee's negligence, willful misconduct or bad
         faith.

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

         When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 801(d) or Section 801(e), the
expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are

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intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or other similar law.

         The provisions of this Section 907 shall survive the termination of
this Indenture and the resignation or removal of the Trustee.

SECTION 908. DISQUALIFICATION; CONFLICTING INTERESTS.

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

SECTION 909. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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

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

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



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SECTION 910. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

                  (c) The Trustee may be removed at any time with respect to
         the Securities of any series by Act of the Holders of a majority in
         principal amount of the Outstanding Securities of such series by
         written notice delivered to the Trustee and to the Company. If the
         instrument of acceptance by a successor Trustee required by Section
         911 shall not have been delivered to the Trustee within 30 days
         after the giving of such notice of such Act of the Holders, the
         Trustee may petition at the expense of the Company any court of
         competent jurisdiction for the appointment of a successor Trustee
         with respect to the Securities of such series.

                  (d) If at any time:

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

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

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

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                  the removal of the Trustee with respect to all Securities
                  and the appointment of a successor Trustee or Trustees.

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

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

                  (g) The Company (or, should the Company fail so to act
         promptly, the successor trustee at the expense of the Company)
         shall give notice of each

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         resignation and each removal of the Trustee with respect to the
         Securities of any series and each appointment of a successor
         Trustee with respect to the Securities of any series by mailing
         written notice of such event by first-class mail, postage prepaid,
         to all Holders of Securities of such series as their names and
         addresses appear in the Security Register. Each notice shall
         include the name of the successor Trustee with respect to the
         Securities of such series and the address of its corporate trust
         office.

SECTION 911. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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         trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates; but, on request of the Company or any
         successor Trustee, such retiring Trustee, upon payment of all sums
         owed to it, shall duly assign, transfer and deliver to such
         successor Trustee all property and money held by such retiring
         Trustee hereunder with respect to the Securities of that or those
         series to which the appointment of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the
         Company shall execute any instruments which fully vest in and
         confirm to such successor Trustee all such rights, powers and
         trusts referred to in Subsection (a) or (b) of this Section, as the
         case may be.

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

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

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

SECTION 913. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

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

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

SECTION 914. CO-TRUSTEES AND SEPARATE TRUSTEES.

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

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

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

                  (a) the Securities shall be authenticated and delivered,
         and all rights, powers, duties and obligations hereunder in respect
         of the custody of securities, cash and other personal property held
         by, or required to be deposited or pledged with, the Trustee
         hereunder, shall be exercised solely by the Trustee;

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

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         performed, the Trustee shall be incompetent or unqualified to
         perform such act, in which event such rights, powers, duties and
         obligations shall be exercised and performed by such co-trustee or
         separate trustee;

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

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

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

SECTION 915. APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities of one or more series, or Tranche thereof, which
shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series or Tranche issued upon original issuance and upon
exchange, registration of transfer or partial redemption thereof or pursuant
to Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the
United States, any State or territory thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision
or examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this

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Section, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.

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

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

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

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

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

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

Dated:                                    ________________________________,
                                          As Trustee

                                          By: ___________________________
                                                As Authenticating Agent

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                                          By: ___________________________
                                                 Authorized Signatory


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

                                   ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001. LISTS OF HOLDERS.

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

SECTION 1002.  REPORTS BY TRUSTEE AND COMPANY.

         Not later than May 15 in each year, commencing May 15, 2003 the
Trustee shall transmit to the Holders, the Commission and each securities
exchange upon which any Securities are listed, a report, dated as of the
next preceding __________, with respect to any events and other matters
described in Section 313(a) of the Trust Indenture Act, in such manner and
to the extent required by the Trust Indenture Act. The Company shall file
with the Trustee (within 30 days after filing with the Commission in the
case of reports which pursuant to the Trust Indenture Act must be filed with
the Commission and furnished to the Trustee) and transmit to the Holders,
such other information, reports and other documents, if any, at such times
and in such manner, as shall be required by the Trust Indenture Act. The
Company shall notify the Trustee of the listing of any Securities on any
securities exchange or the de-listing thereof.

         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

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constructive notice of any information contained therein or determinable
from information contained therein, including the Company's compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

                                 ARTICLE ELEVEN

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

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

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

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

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

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

SECTION 1102. SUCCESSOR PERSON SUBSTITUTED.

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

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thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities Outstanding hereunder.

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

SECTION 1201. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (x) if any such amendment shall require one or more
         changes to any provisions hereof or the inclusion herein of any
         additional provisions, or shall by operation of law be deemed to
         effect such changes or incorporate such provisions by reference or
         otherwise, this Indenture shall be deemed to have been amended so
         as to conform to such amendment to the Trust Indenture Act, and the
         Company and the Trustee may, without the consent of any Holders,
         enter into an indenture supplemental hereto to effect or evidence
         such changes or additional provisions; or

                  (y) if any such amendment shall permit one or more changes
         to, or the elimination of, any provisions hereof which, at the date
         of the execution and delivery hereof or at any time thereafter, are
         required by the Trust Indenture Act to be contained herein, this
         Indenture shall be deemed to have been amended to effect such
         changes or elimination, and the Company and the Trustee may,

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         without the consent of any Holders, enter into an indenture
         supplemental hereto to evidence such amendment hereof.

SECTION 1202. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

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

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

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

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

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

SECTION 1203. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 1204. EFFECT OF SUPPLEMENTAL INDENTURES.

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


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SECTION 1205. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 1206. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 1207. MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

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

                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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

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SECTION 1302. CALL, NOTICE AND PLACE OF MEETINGS.

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

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

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

SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS.

         To be entitled to vote at any meeting of Holders of Securities of
one or more, or all, series, or any Tranche or Tranches thereof, a Person
shall be (a) a Holder of one or

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

SECTION 1304. QUORUM; ACTION.

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

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

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

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

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

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

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

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

                  (e) Any meeting duly called pursuant to Section 1302 at
         which a quorum is present may be adjourned from time to time by
         Persons entitled to vote a

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         majority in aggregate principal amount of the Outstanding
         Securities of all series and Tranches represented at the meeting,
         considered as one class; and the meeting may be held as so
         adjourned without further notice.

SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

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

SECTION 1307. ACTION WITHOUT MEETING.

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

                                ARTICLE FOURTEEN

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 1401. LIABILITY SOLELY CORPORATE.

         No recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof, or
of the indebtedness represented thereby, or upon any obligation, covenant or
agreement under this Indenture, against any incorporator, shareholder,
officer or director, as such, past, present or future of the Company or of
any predecessor or successor corporation (either directly or through the
Company or a predecessor or successor corporation), whether by virtue of any
constitutional provision,

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statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly agreed and understood that this Indenture
and all the Securities are solely corporate obligations, and that no
personal liability whatsoever shall attach to, or be incurred by, any
incorporator, shareholder, officer or director, past, present or future, of
the Company or of any predecessor or successor corporation, either directly
or indirectly through the Company or any predecessor or successor
corporation, because of the indebtedness hereby authorized or under or by
reason of any of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or to be implied herefrom or
therefrom, and that any such personal liability is hereby expressly waived
and released as a condition of, and as part of the consideration for, the
execution of this Indenture and the issuance of the Securities.

                         ______________________________

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

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


                                          THE LACLEDE GROUP, INC.


                                          By:_________________________________
                                          Name:
                                          Title:


                                          THE BANK OF NEW YORK


                                          By:_________________________________
                                          Name: ______________________________
                                          Title: _____________________________





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