<PAGE>

                                                                 Exhibit 4.5



                      AMENDED AND RESTATED DECLARATION

                                  OF TRUST

                           LACLEDE CAPITAL TRUST I

                         Dated as of ________, 2002



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<TABLE>
                                             CONTENTS
<CAPTION>
                                                                                                PAGE
                                                                                                ----
<S>                                                                                              <C>
CROSS-REFERENCE TABLE............................................................................iv

ARTICLE I.      INTERPRETATION AND DEFINITIONS...................................................1

         SECTION 1.1           Definitions.......................................................1

ARTICLE II.     TRUST INDENTURE ACT..............................................................7

         SECTION 2.1           Trust Indenture Act; Application..................................7
         SECTION 2.2           Lists of Holders of Securities....................................7
         SECTION 2.3           Reports by the Property Trustee...................................8
         SECTION 2.4           Periodic Reports to Property Trustee..............................8
         SECTION 2.5           Evidence of Compliance with Conditions Precedent..................9
         SECTION 2.6           Events of Default; Waiver.........................................9
         SECTION 2.7           Event of Default; Notice..........................................10

ARTICLE III.    ORGANIZATION.....................................................................11

         SECTION 3.1           Name..............................................................11
         SECTION 3.2           Office............................................................11
         SECTION 3.3           Purpose...........................................................11
         SECTION 3.4           Authority.........................................................12
         SECTION 3.5           Title to Property of the Trust....................................12
         SECTION 3.6           Powers and Duties of the Administrative Trustees..................12
         SECTION 3.7           Prohibition of Actions by the Trust and the Trustees..............14
         SECTION 3.8           Powers and Duties of the Property Trustee.........................15
         SECTION 3.9           Duties and Responsibilities of the Property Trustee...............17
         SECTION 3.10          Certain Rights of Property Trustee................................18
         SECTION 3.11          Delaware Trustee..................................................20
         SECTION 3.12          Execution of Documents............................................21
         SECTION 3.13          Not Responsible for Recitals or Issuance of Securities............21
         SECTION 3.14          Duration of Trust.................................................21
         SECTION 3.15          Mergers...........................................................21

ARTICLE IV.     SPONSOR..........................................................................23

         SECTION 4.1           Sponsor's Purchase of Common Securities...........................23
         SECTION 4.2           Responsibilities of the Sponsor...................................23

ARTICLE V.      TRUSTEES.........................................................................24

         SECTION 5.1           Number of Trustees................................................24

                                     i

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<S>                                                                                              <C>
         SECTION 5.2           Delaware Trustee..................................................24
         SECTION 5.3           Property Trustee; Eligibility.....................................24
         SECTION 5.4           Qualifications of Administrative Trustees and Delaware
                               Trustee Generally.................................................25
         SECTION 5.5           Initial Trustees..................................................25
         SECTION 5.6           Appointment, Removal and Resignation of Trustees..................26
         SECTION 5.7           Vacancies among Trustees..........................................27
         SECTION 5.8           Effect of Vacancies...............................................27
         SECTION 5.9           Meetings..........................................................28
         SECTION 5.10          Delegation of Power...............................................28
         SECTION 5.11          Merger, Conversion, Consolidation or Succession to
                               Business..........................................................28

ARTICLE VI.     DISTRIBUTIONS....................................................................29

         SECTION 6.1           Distributions.....................................................29

ARTICLE VII.    ISSUANCE OF SECURITIES...........................................................29

         SECTION 7.1           General Provisions Regarding Securities...........................29

ARTICLE VIII.   TERMINATION OF TRUST.............................................................31

         SECTION 8.1           Dissolution and Termination of Trust..............................31

ARTICLE IX.     TRANSFER OF INTERESTS............................................................32

         SECTION 9.1           Transfer of Securities............................................32
         SECTION 9.2           Transfer of Certificates..........................................32
         SECTION 9.3           Deemed Security Holders...........................................33
         SECTION 9.4           Book Entry Interests..............................................33
         SECTION 9.5           Notices to Clearing Agency........................................34
         SECTION 9.6           Appointment of Successor Clearing Agency..........................34
         SECTION 9.7           Definitive Preferred Security Certificates........................34
         SECTION 9.8           Mutilated, Destroyed, Lost or Stolen Certificates.................35

ARTICLE X.      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                TRUSTEES OR OTHERS...............................................................35

         SECTION 10.1          Liability.........................................................35
         SECTION 10.2          Exculpation.......................................................36
         SECTION 10.3          Fiduciary Duty....................................................36
         SECTION 10.4          Indemnification...................................................37
         SECTION 10.5          Businesses........................................................40

                                     ii

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ARTICLE XI.    ACCOUNTING........................................................................40

         SECTION 11.1          Fiscal Year.......................................................40
         SECTION 11.2          Certain Accounting Matters........................................40
         SECTION 11.3          Banking...........................................................41
         SECTION 11.4          Withholding.......................................................41

ARTICLE XII.   AMENDMENTS AND MEETINGS...........................................................42

         SECTION 12.1          Amendments........................................................42
         SECTION 12.2          Meetings of the Holders of Securities; Action by
                               Written Consent...................................................43

ARTICLE XIII.  REPRESENTATIONS OF PROPERTY TRUSTEE AND
               DELAWARE TRUSTEE..................................................................45

         SECTION 13.1          Representations and Warranties of Property Trustee................45
         SECTION 13.2          Representation and Warranties of Delaware Trustee.................45

ARTICLE XIV.   MISCELLANEOUS.....................................................................46

         SECTION 14.1          Notices...........................................................46
         SECTION 14.2          Governing Law.....................................................47
         SECTION 14.3          Intention of the Parties..........................................48
         SECTION 14.4          Headings..........................................................48
         SECTION 14.5          Successors and Assigns............................................48
         SECTION 14.6          Partial Enforceability............................................48
         SECTION 14.7          Counterparts......................................................48
         SECTION 14.8          Recitals..........................................................48

Annex
-----

         Annex I - Terms of ____% Trust Originated Preferred and Common
         Securities..............................................................................A-1

Exhibits
--------

         Exhibit A-1           Form of Preferred Security Certificate............................A1-1
         Exhibit A-2           Form of Common Security Certificate...............................A2-1
         Exhibit B             Specimen of Debenture.............................................B-1
         Exhibit C             Underwriting Agreement............................................C-1
         Exhibit D             Form of Tax Opinion...............................................D-1
</TABLE>


                                    iii

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<TABLE>
                                     CROSS-REFERENCE TABLE*

<CAPTION>
Section of Trust Indenture Act
of 1939, as amended                                                   Section of Declaration
-------------------                                                   ----------------------
<S>                                                                             <C>
310(a)................................................................................5.3(a)
310(c)..........................................................................Inapplicable
311(c)..........................................................................Inapplicable
312(a)................................................................................2.2(a)
312(b)................................................................................2.2(b)
313......................................................................................2.3
314(a)...................................................................................2.4
314(b)..........................................................................Inapplicable
314(c)...................................................................................2.5
314(d)..........................................................................Inapplicable
314(f)..........................................................................Inapplicable
315(a)................................................................................3.9(b)
315(c)................................................................................3.9(a)
315(d)................................................................................3.9(a)
316(a)...............................................................................Annex I
316(c)................................................................................3.6(e)

<FN>
-----------------
     *This Cross-Reference Table does not constitute part of the Declaration
and shall not affect the interpretation of any of its terms or provisions.
</TABLE>



                                     iv

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                            AMENDED AND RESTATED
                            DECLARATION OF TRUST

                           LACLEDE CAPITAL TRUST I

                          ____________________,2002

         AMENDED AND RESTATED DECLARATION OF TRUST of Laclede Capital Trust
I (this "Declaration") dated as of _____________, 2002, by the Trustees (as
defined herein), the Sponsor (as defined herein) and by the holders, from
time to time, of undivided beneficial interests in the assets of the Trust
to be issued pursuant to this Declaration.

         WHEREAS, the Administrative Trustees, the Delaware Trustee and the
Sponsor created Laclede Capital Trust I (the "Trust"), a statutory business
trust under the Business Trust Act (as defined herein) pursuant to a
Declaration of Trust dated as of April 4, 2002 (the "Original Declaration"),
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on April 5, 2002 (the "Certificate of Trust"), for the sole purpose
of issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in
certain Debentures of the Debenture Issuer and holding and disposing of the
Debentures in accordance with this Declaration; and

         WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original
Declaration.

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory business trust under the Business Trust
Act and that this Declaration constitute the governing instrument of such
statutory business trust, the Trustees declare that all assets contributed
to the Trust will be held in trust for the benefit of the holders, from time
to time, of the securities representing undivided beneficial interests in
the assets of the Trust issued hereunder, subject to the provisions of this
Declaration.

                  ARTICLE I. INTERPRETATION AND DEFINITIONS

SECTION 1.1       Definitions

         Unless the context otherwise requires:

         (a) Capitalized terms used in this Declaration but not defined in
the preamble above have the respective meanings assigned to them in this
Section 1.1;

         (b) a term defined anywhere in this Declaration has the same
meaning throughout;


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         (c) all references to "the Declaration" or "this Declaration" are
to this Declaration as modified, supplemented or amended from time to time;

         (d) all references in this Declaration to Articles, Sections,
Annexes and Exhibits are to Articles and Sections of and Annexes and
Exhibits to this Declaration, unless otherwise specified, and all references
in this Declaration to the "terms of the Securities" are to the terms of the
Securities as set forth in Annex I hereto;

         (e) a term defined in the Trust Indenture Act has the same meaning
when used in this Declaration unless otherwise defined in this Declaration
or unless the context otherwise requires; and

         (f) a reference to the singular includes the plural and vice versa.

         "10% in liquidation amount of the Securities" means, except as
provided in the terms of the Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as
the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who
are the record owners of 10% or more of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation
or otherwise, plus accrued and unpaid Distributions to the date upon which
the voting percentages are determined) of all outstanding Securities of the
relevant class.

         "100% in liquidation amount of the Securities" means, except as
provided in the terms of the Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as
the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who
are the record owners of 100% or more of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation
or otherwise, plus accrued and unpaid Distributions to the date upon which
the voting percentages are determined) of all outstanding Securities of the
relevant class.

         "Administrative Trustee" means any Trustee other than the Property
Trustee and the Delaware Trustee.

         "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

         "Authorized Officer" of a Person means any Person that is
authorized to bind such Person.

         "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

                                     2

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         "Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to
close.

         "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Sections 3801-3862, as it may be amended from time to time,
or any successor legislation.

         "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

         "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as
depositary for the Preferred Securities and in whose name or in the name of
a nominee of that organization shall be registered a Global Certificate and
that shall undertake to effect book entry transfers and pledges of the
Preferred Securities.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the
Clearing Agency effects book entry transfers and pledges of securities
deposited with the Clearing Agency.

         "Closing Date" means _____________, 2002.

         "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor legislation.

         "Commission" means the Securities and Exchange Commission.

         "Common Securities Guarantee" means the guarantee agreement to be
dated as of ____________, 2002 of the Sponsor in respect of the Common
Securities.

         "Common Security" has the meaning specified in Section 7.1.

         "Common Security Certificate" means a definitive certificate in
fully registered form representing a Common Security substantially in the
form of Exhibit A-2.

         "Company Indemnified Person" means (a) any Administrative Trustee;
(b) any Affiliate of any Administrative Trustee; (c) any officers,
directors, shareholders, members, partners, employees, representatives or
agents of any Administrative Trustee; or (d) any officer, employee or agent
of the Trust or its Affiliates.

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

                                     3

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         "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii)
the Trust's Affiliates; and (b) any Holder of Securities.

         "Debenture Issuer" means The Laclede Group, Inc., a Missouri
corporation, in its capacity as issuer of the series of Debentures to be
acquired by the Trust.

         "Debenture Trustee" means The Bank of New York, as trustee under
the Indenture until a successor is appointed thereunder, and thereafter
means such successor trustee.

         "Debentures" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture to be held by the Property Trustee, a
specimen certificate for such series of Debentures being Exhibit B.

         "Definitive Preferred Security Certificates" has the meaning set
forth in Section 9.4.

         "Delaware Trustee" has the meaning set forth in Section 5.2.

         "Distribution" means a distribution payable to Holders of
Securities in accordance with Section 6.1.

         "DTC" means The Depository Trust Company, the initial Clearing Agency.

         "Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in
respect of the Debentures.

         "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

         "Global Certificate" has the meaning set forth in Section 9.4.

         "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the
meaning of the Business Trust Act.

         "Indemnified Person" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

         "Indenture" means the Indenture dated as of _______________, 2002,
between the Debenture Issuer and the Debenture Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued.

                                     4

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         "Investment Company" means an investment company as defined in the
Investment Company Act.

         "Investment Company Act" means the Investment Company Act of 1940,
as amended from time to time, or any successor legislation.

         "Investment Company Event" has the meaning set forth in Section
4(c) of Annex I hereto.

         "Legal Action" has the meaning set forth in Section 3.6(g).

         "Majority in liquidation amount of the Securities" means, except as
provided in the terms of the Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class, or,
as the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who
are the record owners of more than 50% of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation
or otherwise, plus accrued and unpaid Distributions to the date upon which
the voting percentages are determined) of all outstanding Securities of the
relevant class.

         "Ministerial Action" has the meaning set forth in Section 4(c) of
Annex I.

         "Officers' Certificate" means, with respect to any Person other
than an individual, a certificate signed by two Authorized Officers of such
Person, and in the case where the Person is an individual, a certificate
signed by such Person. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Declaration
shall include:

         (a) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;

         (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers'
Certificate;

         (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer 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 officer,
such condition or covenant has been complied with.

         "Paying Agent" has the meaning specified in Section 3.8(i).

         "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company,

                                     5

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trust, unincorporated association, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.

         "Preferred Guarantee Trustee" means The Bank of New York, as
trustee under the Preferred Securities Guarantee until a successor is
appointed thereunder, and thereafter means such successor trustee.

         "Preferred Securities Guarantee" means the guarantee agreement to
be dated as of _______________, 2002 of the Sponsor in respect of the
Preferred Securities.

         "Preferred Security" has the meaning specified in Section 7.1.

         "Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books
of a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

         "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

         "Pricing Agreement" means the pricing agreement between the Trust,
the Debenture Issuer, and the underwriters with respect to the offer and
sale of the Preferred Securities.

         "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

         "Property Trustee Account" has the meaning set forth in Section
3.8(c).

         "Quorum" means a majority of the Administrative Trustees or, if
there are only two Administrative Trustees, both of them, or if there is
only one Administrative Trustee, such Administrative Trustee.

         "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that
owns, directly or indirectly, 100% of the outstanding voting securities of
the Sponsor.

         "Responsible Officer" means, with respect to the Property Trustee,
any officer within the corporate trust department of the Property Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Property
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 Declaration.

                                     6

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         "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

         "Securities" means the Common Securities and the Preferred Securities.

         "Securities Act" means the Securities Act of 1933, as amended from
time to time or any successor legislation.

         "Special Event" has the meaning set forth in Section 4(c) of Annex I.

         "Sponsor" means The Laclede Group, Inc., a Missouri corporation, or
any successor entity in a merger, conversion, consolidation or amalgamation,
in its capacity as sponsor of the Trust.

         "Successor Property Trustee" has the meaning set forth in Section
5.6(b).

         "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

         "Tax Event" has the meaning set forth in Section 4(c) of Annex I.

         "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with
the provisions hereof, and references herein to a Trustee or the Trustees
shall refer to such Person or Persons solely in their capacity as trustees
hereunder.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

         "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities substantially in the form of
Exhibit C including any Pricing Agreement as contemplated therein.

                       ARTICLE II. TRUST INDENTURE ACT

SECTION 2.1       Trust Indenture Act; Application

         (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to
the extent applicable, be governed by such provisions.

                                     7

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         (b) The Property Trustee shall be the only Trustee that is a
trustee for the purposes of the Trust Indenture Act.

         (c) If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by Sections 310 to
317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

         (d) The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

SECTION 2.2       Lists of Holders of Securities

         (a) Each of the Sponsor and the Administrative Trustees, on behalf
of the Trust, shall provide the Property Trustee (i) within 14 days after
each record date for payment of Distributions, a list, in such form as the
Property Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date,
provided that neither the Sponsor nor the Administrative Trustees, on behalf
of the Trust, shall be obligated to provide such List of Holders at any time
the List of Holders does not differ from the most recent List of Holders
given to the Property Trustee by the Sponsor and the Administrative Trustees
on behalf of the Trust, and (ii) at any other time, within 30 days of
receipt by the Trust of a written request for a List of Holders as of a date
no more than 14 days before such List of Holders is given to the Property
Trustee. The Property Trustee shall preserve, in as current a form as is
reasonably practicable, all information contained in Lists of Holders given
to it or that it receives in the capacity as Paying Agent (if acting in such
capacity), provided that the Property Trustee may destroy any List of
Holders previously given to it upon receipt of a new List of Holders.

         (b) The Property Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3       Reports by the Property Trustee

         Within 60 days after May 15 of each year beginning May 15, 2003,
the Property Trustee shall provide to the Holders of the Preferred
Securities such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313
of the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4       Periodic Reports to Property Trustee

         Each of the Sponsor and the Administrative Trustees, on behalf of
the Trust, shall provide to the Property Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust


                                     8

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<PAGE>

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

SECTION 2.5       Evidence of Compliance with Conditions Precedent

         Each of the Sponsor and the Administrative Trustees, on behalf of
the Trust, shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Declaration that
relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate required to be given by an officer pursuant
to Section 314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6       Events of Default; Waiver

         (a) The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

             (i) is not waivable under the Indenture, the Event of Default
under the Declaration shall also not be waivable; or

             (ii) requires the consent or vote of greater than a majority in
principal amount of the holders of the Debentures (a "Super Majority") to be
waived under the Indenture, the Event of Default under the Declaration may
only be waived by the vote of the Holders of at least the proportion in
aggregate liquidation amount of the Preferred Securities that the relevant
Super Majority represents of the aggregate principal amount of the
Debentures outstanding.

         The foregoing provisions of this Section 2.6(a) shall be in lieu
of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from
this Declaration and the Securities, as permitted by the Trust Indenture
Act. Upon such waiver, any such default shall cease to exist, and any Event
of Default with respect to the Preferred Securities arising therefrom shall
be deemed to have been cured, for every purpose of this Declaration, but no
such waiver shall extend to any subsequent or other default or an Event of
Default with respect to the Preferred Securities or impair any right
consequent thereon. Any waiver by the Holders of the Preferred Securities of
an Event of Default with respect to the Preferred Securities shall also be
deemed to constitute a waiver by the Holders of the Common Securities of any
such Event of Default with respect to the Common Securities for all

                                     9

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purposes of this Declaration without any further act, vote, or consent of
the Holders of the Common Securities.

         (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

             (i) is not waivable under the Indenture, except where the
Holders of the Common Securities are deemed to have waived such Event of
Default under the Declaration as provided above in Section 2.6(a) or below
in this Section 2.6(b), the Event of Default under the Declaration shall
also not be waivable; or

             (ii) requires the consent or vote of a Super Majority to be
waived, except where the Holders of the Common Securities are deemed to have
waived such Event of Default under the Declaration as provided in Section
2.6(a) or below in this Section 2.6(b), the Event of Default under the
Declaration may only be waived by the vote of the Holders of at least the
proportion in aggregate liquidation amount of the Common Securities that the
relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding; provided further, each Holder of Common Securities
will be deemed to have waived any such Event of Default and all Events of
Default with respect to the Common Securities and its consequences until all
Events of Default with respect to the Preferred Securities have been cured,
waived or otherwise eliminated, and until such Events of Default have been
so cured, waived or otherwise eliminated, the Property Trustee will be
deemed to be acting solely on behalf of the Holders of the Preferred
Securities and only the Holders of the Preferred Securities will have the
right to direct the Property Trustee in accordance with the terms of the
Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu
of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and
such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are
hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act. Subject to the foregoing provisions of
this Section 2.6(b), upon such waiver, any such default shall cease to exist
and any Event of Default with respect to the Common Securities arising
therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other
default or Event of Default with respect to the Common Securities or impair
any right consequent thereon.

         (c) A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the Preferred Securities
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from
this Declaration and the Securities, as permitted by the Trust Indenture
Act.


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SECTION 2.7       Event of Default; Notice

         (a) The Property Trustee shall, within 90 days after the occurrence
of an event of default actually known to a Responsible Officer of the
Property Trustee, transmit by mail, first class postage prepaid, to the
Holders of the Securities, notices of all such defaults with respect to the
Securities, unless such defaults have been cured before the giving of such
notice (the term "defaults" for purposes of this Section 2.7(a) being hereby
defined to be an Event of Default as defined in the Indenture, not including
any periods of grace provided for therein and irrespective of the giving of
any notice provided therein); provided that, except for a default in the
payment of principal of (or premium, if any) or interest on any of the
Debentures or in the payment of any sinking fund installment established for
the Debentures, the Property Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer of the Property Trustee in
good faith determines that the withholding of such notice is in the
interests of the Holders of the Securities. Such notice shall state that
such Event of Default also constitutes a Declaration event of default.

         (b) The Property Trustee shall not be deemed to have knowledge of
any default except:

             (i) a default under Sections 5.1(a) and 5.1(b) of the
Indenture; or

             (ii) any default as to which the Property Trustee shall have
received written notice or of which a Responsible Officer of the Property
Trustee charged with the administration of the Declaration shall have actual
knowledge.

                          ARTICLE III. ORGANIZATION

SECTION 3.1       Name

         The Trust is named "Laclede Capital Trust I," as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Holders of Securities. The Trust's activities may be conducted
under the name of the Trust or any other name deemed advisable by the
Administrative Trustees.

SECTION 3.2       Office

         The address of the principal office of the Trust is c/o The Laclede
Group, Inc., 720 Olive Street, St. Louis, MO 63101. On at least ten Business
Days' prior written notice to the Holders of Securities, the Administrative
Trustees may designate another principal office.


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SECTION 3.3       Purpose

         The exclusive purposes and functions of the Trust are (a) to issue
and sell Securities and use the proceeds from such sale to acquire the
Debentures and hold and dispose of the Debentures in accordance with this
Declaration, and (b) except as otherwise limited herein, to engage in only
those other activities necessary, appropriate, convenient or incidental
thereto. The Trust shall not borrow money, issue debt or reinvest proceeds
derived from investments, pledge any of its assets, or otherwise undertake
(or permit to be undertaken) any activity that would cause the Trust not to
be classified for United States federal income tax purposes as a grantor
trust.

SECTION 3.4       Authority

         Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee and the duties and the powers of the
Sponsor, the Administrative Trustees shall have exclusive and complete
authority to carry out the purposes of the Trust. An action taken by the
Administrative Trustees in accordance with their powers shall constitute the
act of and serve to bind the Trust and an action taken by the Property
Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the
Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Trustees as set forth in this Declaration.

SECTION 3.5       Title to Property of the Trust

         Legal title to all assets of the Trust shall be vested in the
Property Trustee (acting in such capacity) and shall be administered by the
Property Trustee for the Trust and for the benefit of the Trust and the
Holders in accordance with this Declaration. The Holders shall not have
legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

SECTION 3.6       Powers and Duties of the Administrative Trustees

         The Administrative Trustees shall have the exclusive power, duty
and authority to cause the Trust to engage in the following activities:

         (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more
than one series of Common Securities, and, provided further, that there
shall be no interests in the Trust other than the Securities, and the
issuance of Securities shall be limited to a one-time, simultaneous issuance
of both the Preferred Securities and Common Securities on the Closing Date;

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         (b) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held
of record in the name of the Property Trustee for the benefit of the Holders
of the Preferred Securities and the Holders of the Common Securities;

         (c) to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event; provided that the
Administrative Trustees shall consult with the Sponsor and the Property
Trustee before taking or refraining from taking any Ministerial Action in
relation to a Special Event;

         (d) to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and
with respect to, for purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue
relevant notices to the Holders of Preferred Securities and Holders of
Common Securities as to such actions and applicable record dates;

         (e) to take all actions and perform such duties as may be required
of the Administrative Trustees pursuant to the terms of the Securities;

         (f) to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless pursuant to Section 3.8(f), the Property
Trustee has the exclusive power to bring such Legal Action;

         (g) to employ or otherwise engage employees and agents other than
agents that the Property Trustee has the authority to appoint under this
Declaration (who may be designated as officers with titles) and managers,
contractors, advisors, and consultants and pay reasonable compensation for
such services;

         (h) to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;

         (i) to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Property Trustee, which certificate may be
executed by any Administrative Trustee;

         (j) to incur expenses that are necessary, appropriate, convenient
or incidental to carry out any of the purposes of the Trust;

         (k) to act, or appoint another Person to act, as registrar and
transfer agent for the Securities;

         (l) to give prompt written notice to the Holders of the Securities
of any notice received from the Debenture Issuer of its election to defer
payments of interest on the Debentures by extending the interest payment
period under the Indenture;


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         (m) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of
the State of Delaware and of each other jurisdiction in which such existence
is necessary to protect the limited liability of the Holders of the
Preferred Securities or to enable the Trust to effect the purposes for which
the Trust was created;

         (n) to take any action, not inconsistent with this Declaration or
with applicable law, that the Administrative Trustees determine in their
discretion to be necessary, desirable, convenient or incidental in carrying
out the activities of the Trust as set out in this Section 3.6, including,
but not limited to:

             (i) causing the Trust not to be deemed to be an Investment
Company required to be registered under the Investment Company Act;

             (ii) causing the Trust to be classified for United States
federal income tax purposes as a grantor trust; and

             (iii) cooperating with the Debenture Issuer to ensure that the
Debentures will be treated as indebtedness of the Debenture Issuer for
United States federal income tax purposes, provided that such action does
not materially adversely affect the interests of Holders;

         (o) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with
respect to the Trust to be duly prepared and filed by the Administrative
Trustees, on behalf of the Trust; and

         (p) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

         The Administrative Trustees must exercise the powers set forth in
this Section 3.6 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.3, and the Administrative
Trustees shall not take any action that is inconsistent with the purposes
and functions of the Trust set forth in Section 3.3.

         Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in
Section 3.8.

         Any expenses incurred by the Administrative Trustees pursuant to
this Section 3.6 shall be paid by the Debenture Issuer.

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SECTION 3.7       Prohibition of Actions by the Trust and the Trustees

         The Trust shall not, and the Trustees (including the Property
Trustee) shall cause the Trust not to, engage in any activity other than as
required or authorized by this Declaration. In particular, the Trust shall
not and the Trustees (including the Property Trustee) shall cause the Trust
not to:

         (a) invest any proceeds received by the Trust from holding the
Debentures, but shall distribute all such proceeds to Holders of Securities
pursuant to the terms of this Declaration and of the Securities;

         (b) acquire any assets other than as expressly provided herein;

         (c) possess Trust property for other than a Trust purpose;

         (d) make any loans or incur any indebtedness other than loans
represented by the Debentures;

         (e) issue any securities or other evidences of beneficial ownership
of, or beneficial interest in, the Trust other than the Securities; or

         (f) other than as provided in this Declaration or Annex I, (A)
direct the time, method and place of exercising any trust or power conferred
upon the Debenture Trustee with respect to the Debentures, (B) waive any
past default that is waivable under the Indenture, (C) exercise any right to
rescind or annul any declaration that the principal of all the Debentures
shall be due and payable, or (D) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required unless the Trust shall have received an opinion of counsel to the
effect that such modification will not cause more than an insubstantial risk
that for United States federal income tax purposes the Trust will not be
classified as a grantor trust.

SECTION 3.8       Powers and Duties of the Property Trustee

         (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee (acting in such capacity) in
trust for the benefit of the Trust and the Holders of the Securities. The
right, title and interest of the Property Trustee to the Debentures shall
vest automatically in each Person who may hereafter be appointed as Property
Trustee in accordance with Section 5.6. Such vesting and cessation of title
shall be effective whether or not conveyancing documents with regard to the
Debentures have been executed and delivered.

         (b) The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

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         (c) The Property Trustee shall:

             (i) establish and maintain a segregated non-interest bearing
trust account (the "Property Trustee Account") in the name of and under the
exclusive control of the Property Trustee on behalf of the Holders of the
Securities and, upon the receipt of payments of funds made in respect of the
Debentures held by the Property Trustee, deposit such funds into the
Property Trustee Account and make payments to the Holders of the Preferred
Securities and Holders of the Common Securities from the Property Trustee
Account in accordance with Section 6.1. Funds in the Property Trustee
Account shall be held uninvested until disbursed in accordance with this
Declaration. The Property Trustee Account shall be an account that is
maintained with a banking institution the rating on whose long-term
unsecured indebtedness is at least equal to the rating assigned to the
Preferred Securities by a "nationally recognized statistical rating
organization," as that term is defined for purposes of Rule 436(g)(2) under
the Securities Act;

             (ii) engage in such ministerial activities as shall be
necessary, appropriate, convenient or incidental to effect the redemption of
the Preferred Securities and the Common Securities to the extent the
Debentures are redeemed or mature; and

             (iii) upon written notice of distribution issued by the
Administrative Trustees in accordance with the terms of the Securities,
engage in such ministerial activities as shall be necessary or appropriate
to effect the distribution of the Debentures to Holders of Securities upon
the occurrence of certain Special Events (as may be defined in the terms of
the Securities) arising from a change in law or a change in legal
interpretation or other specified circumstances pursuant to the terms of the
Securities.

         (d) The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to
the terms of the Securities.

         (e) The Property Trustee shall hold the Preferred Securities
Guarantee and the Common Securities Guarantee, for the benefit of the
Holders of the Preferred Securities and the Common Securities, respectively.

         (f) The Property Trustee shall have the exclusive power to take any
Legal Action that arises out of or in connection with an Event of Default of
which a Responsible Officer of the Property Trustee has actual knowledge or
the Property Trustee's duties and obligations under this Declaration or the
Trust Indenture Act.

         (g) The Property Trustee shall continue to serve as a Trustee until
either:

             (i) the Trust has been completely wound up and terminated; or

             (ii) a Successor Property Trustee has been appointed and has
accepted that appointment in accordance with Section 5.6.

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         (h) The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible
Officer of the Property Trustee occurs and is continuing, the Property
Trustee shall, for the benefit of Holders of the Securities, enforce its
rights as holder of the Debentures subject to the rights of the Holders
pursuant to the terms of such Securities.

         (i) The Property Trustee may authorize one or more Persons (each, a
"Paying Agent") to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all Securities, and any such
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act.
Any Paying Agent may be removed by the Property Trustee at any time and a
successor Paying Agent or additional Paying Agents may be appointed at any
time by the Property Trustee.

         (j) Subject to this Section 3.8, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 3.6.

         The Property Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.3, and the Property Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust
set out in Section 3.3.

SECTION 3.9       Duties and Responsibilities of the Property Trustee

         (a) The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically
set forth in this Declaration and no implied covenants shall be read into
this Declaration against the Property Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6) of
which a Responsible Officer of the Property Trustee has actual knowledge,
the Property Trustee shall exercise such of the rights and powers vested in
it by this Declaration, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs.

         (b) No provision of this Declaration shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

             (i) prior to the occurrence of an Event of Default and after
the curing or waiving of all such Events of Default that may have occurred:

                 (A) the duties and obligations of the Property Trustee
shall be determined solely by the express provisions of this Declaration and
the Property Trustee shall not be liable except for the performance of such
duties and obligations as are

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specifically set forth in this Declaration, and no implied covenants or
obligations shall be read into this Declaration against the Property
Trustee; and

                 (B) in the absence of bad faith on the part of the
Property Trustee, the Property Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Property Trustee
and conforming to the requirements of this Declaration; but in the case of
any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Property Trustee, the Property
Trustee shall be under a duty to examine the same to determine whether or
not they substantially conform to the requirements of this Declaration (but
need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein);

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

             (iii) the Property Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a Majority in liquidation
amount of the Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee,
or exercising any trust or power conferred upon the Property Trustee under
this Declaration;

             (iv) no provision of this Declaration shall require the
Property Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers;

             (v) the Property Trustee's sole duty with respect to the
custody, safe keeping and physical preservation of the Debentures and the
Property Trustee Account shall be to deal with such property in a similar
manner as the Property Trustee deals with similar property for its own
account, subject to the protections and limitations on liability afforded to
the Property Trustee under this Declaration and the Trust Indenture Act;

             (vi) the Property Trustee shall have no duty or liability for
or with respect to the value, genuineness, existence or sufficiency of the
Debentures or the payment of any taxes or assessments levied thereon or in
connection therewith;

             (vii) the Property Trustee shall not be liable for any interest
on any money received by it except as it may otherwise agree in writing with
the Sponsor. Money held by the Property Trustee need not be segregated from
other funds held by it except in relation to the Property Trustee Account
maintained by the Property Trustee pursuant to Section 3.8(c)(i) and except
to the extent otherwise required by law; and

             (viii) the Property Trustee shall not be responsible for
monitoring the compliance by the Administrative Trustees or the Sponsor with
their respective duties

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under this Declaration, nor shall the Property Trustee be liable for any
default or misconduct of the Administrative Trustees or the Sponsor.

SECTION 3.10      Certain Rights of Property Trustee

         (a) Subject to the provisions of Section 3.9:

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

             (ii) any direction or act of the Sponsor or the Administrative
Trustees contemplated by this Declaration shall be sufficiently evidenced by
an Officers' Certificate;

             (iii) whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting any action hereunder, the
Property Trustee (unless other evidence is herein specifically prescribed)
may, in the absence of bad faith on its part, request and conclusively rely
upon an Officers' Certificate that, upon receipt of such request, shall be
promptly delivered by the Sponsor or the Administrative Trustees;

             (iv) the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including any financing
or continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or registration thereof;

             (v) the Property Trustee may consult with counsel of its choice
or other experts and the advice or opinion of such counsel and experts with
respect to legal matters or advice within the scope of such experts' area of
expertise 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 accordance with such advice or opinion. Such counsel may be counsel to
the Sponsor or any of its Affiliates, and may include any of its employees.
The Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of
competent jurisdiction;

             (vi) the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Declaration at the
request or direction of any Holder, unless such Holder shall have provided
to the Property Trustee security and indemnity, reasonably satisfactory to
the Property Trustee, against the costs, expenses (including reasonable
attorneys' fees and expenses and the expenses of the Property Trustee's
agents, nominees or custodians) and liabilities that might be incurred by it
in complying with such request or direction, including such reasonable
advances as may be

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requested by the Property Trustee provided, however, that nothing contained
in this Section 3.10(a)(vi) shall be taken to relieve the Property Trustee,
upon the occurrence of an Event of Default, of its obligation to exercise
the rights and powers vested in it by this Declaration;

             (vii) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolutions,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Property Trustee, in its
discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit at the expense of the Sponsor and shall incur
no liability of any kind by reason of such inquiry or investigation;

             (viii) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents, custodians, nominees or attorneys, and the Property 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;

             (ix) any action taken by the Property Trustee or its agents
hereunder shall bind the Trust and the Holders of the Securities, and the
signature of the Property Trustee or its agents alone shall be sufficient
and effective to perform any such action and no third party shall be
required to inquire as to the authority of the Property Trustee to so act or
as to its compliance with any of the terms and provisions of this
Declaration, both of which shall be conclusively evidenced by the Property
Trustee's or its agent's taking such action;

             (x) whenever in the administration of this Declaration the
Property Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action
hereunder, the Property Trustee (i) may request instructions from the
Holders of the Securities which instructions may only be given by the
Holders of the same proportion in liquidation amount of the Securities as
would be entitled to direct the Property Trustee under the terms of the
Securities in respect of such remedy, right or action, (ii) may refrain from
enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be protected in conclusively
relying on or acting in or accordance with such instructions; and

             (xi) except as otherwise expressly provided by this
Declaration, the Property Trustee shall not be under any obligation to take
any action that is discretionary under the provisions of this Declaration.

         (b) No provision of this Declaration shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in
any jurisdiction in which it shall be illegal, or in which the Property
Trustee shall be unqualified or incompetent in accordance with applicable
law, to perform any such act or acts, or to exercise any such

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right, power, duty or obligation. No permissive power or authority available
to the Property Trustee shall be construed to be a duty.

SECTION 3.11      Delaware Trustee

         Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Trustees described in this Declaration. Except as
set forth in Section 5.2, the Delaware Trustee shall be a Trustee for the
sole and limited purpose of fulfilling the requirements of Section 3807(a)
of the Business Trust Act.

SECTION 3.12      Execution of Documents

         Notwithstanding anything to the contrary contained in this
Declaration, including Section 5.9 hereof, except as otherwise required by
the Business Trust Act, any Administrative Trustee is authorized to execute,
deliver and perform on behalf of the Trust any documents that the
Administrative Trustees have the power and authority to execute pursuant to
Section 3.6.

SECTION 3.13      Not Responsible for Recitals or Issuance of Securities

         The recitals contained in this Declaration and the Securities shall
be taken as the statements of the Sponsor, and the Trustees do not assume
any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the property of the Trust or
any part thereof. The Trustees make no representations as to the validity or
sufficiency of this Declaration or the Securities.

SECTION 3.14      Duration of Trust

         The Trust, unless first dissolved pursuant to the provisions of
Article VIII hereof, shall have existence until _______________, 20___.

SECTION 3.15      Mergers

         (a) The Trust may not consolidate, amalgamate, merge with or into,
or be replaced by, or convert to, or convey, transfer or lease its
properties and assets substantially as an entirety to any business trust or
other business entity (as defined in the Business Trust Act), except as
described in Section 3.15(b) and (c) or as provided in Section 4 of Annex I.

         (b) The Trust may, with the consent of the Administrative Trustees
or, if there are more than two, a majority of the Administrative Trustees
and without the consent of the Holders of the Securities, the Delaware
Trustee or the Property Trustee, consolidate, amalgamate, merge with or
into, be replaced by or convey, transfer or lease its properties

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and assets as an entirety or substantially as an entirety to a trust
organized as such under the laws of any State; provided that:

             (i) such successor entity (the "Successor Entity") either:

                 (A) expressly assumes all of the obligations of the Trust
under the Securities; or

                 (B) substitutes for the Securities other securities having
substantially the same terms as the Preferred Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the
Preferred Securities rank with respect to Distributions and payments upon
liquidation, redemption and otherwise;

             (ii) the Debenture Issuer expressly acknowledges a trustee of
the Successor Entity that possesses the same powers and duties as the
Property Trustee as the Holder of the Debentures;

             (iii) the Preferred Securities or any Successor Securities are
listed, or any Successor Securities will be listed upon notification of
issuance, on any national securities exchange or with any other organization
on which the Preferred Securities are then listed or quoted;

             (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Preferred Securities
(including any Successor Securities) to be downgraded by any nationally
recognized statistical rating organization;

             (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the material rights,
preferences and privileges of the Holders of the Securities (including any
Successor Securities) in any material respect (other than with respect to
any dilution of such Holders' interests in the Preferred Securities as a
result of such merger, consolidation, amalgamation or replacement);

             (vi) such Successor Entity has a purpose substantially
identical to that of the Trust;

             (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease the Sponsor has received an
opinion of a nationally recognized independent counsel to the Trust
experienced in such matters to the effect that:

                   (A) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the
material rights, preferences and privileges of the Holders of the Securities
(including any Successor Securities) in any

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material respect (other than with respect to any dilution of the Holders'
interest in the new entity); and

                   (B) following such merger, consolidation, amalgamation or
replacement, neither the Trust nor the Successor Entity will be required to
register as an Investment Company; and

                   (C) following such merger, consolidation, amalgamation or
replacement, the Trust (or the Successor Entity) will continue to be
classified as a grantor trust for United States federal income tax purposes;
and

             (viii) the Sponsor guarantees the obligations of such Successor
Entity under the Successor Securities at least to the extent provided by the
Preferred Securities Guarantee.

         (c) Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, convert to, be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any other entity or permit any other entity
to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, conversion or replacement would cause
the Trust or Successor Entity to be classified as other than a grantor trust
for United States federal income tax purposes.

                             ARTICLE IV. SPONSOR

SECTION 4.1       Sponsor's Purchase of Common Securities

         On the Closing Date, the Sponsor will purchase Common Securities
issued by the Trust, in an amount at least equal to 3% of the capital of the
Trust, at the same time as Preferred Securities are sold. [In the event of
exercise of the overallotment option set forth in the Underwriting
Agreement, on the [Date of Delivery for the Option Preferred Securities],
the Sponsor will purchase Common Securities issued by the Trust, in an
amount at least equal to 3% of the total additional capital of the Trust
issued by the Trust on such date, at the same time as the Option Preferred
Securities are sold.]

SECTION 4.2       Responsibilities of the Sponsor

         In connection with the issue and sale of the Preferred Securities,
the Sponsor shall have the exclusive right and responsibility to engage in
the following activities:

         (a) to prepare for filing by the Trust with the Commission,
execute, deliver and file a registration statement on Form S-3 in relation
to, among other securities, the Preferred Securities, including any
amendments thereto;

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         (b) to determine the States in which to take appropriate action to
qualify or register for sale all or part of the Preferred Securities and to
do any and all such acts, and advise the Trust of actions it must take, and
prepare for execution and filing any documents to be executed and filed by
the Trust, as the Sponsor deems necessary or advisable in order to comply
with the applicable laws of any such States;

         (c) to prepare for filing by the Trust, execute, deliver and file
an application to the New York Stock Exchange or any other national stock
exchange or the Nasdaq Stock Market for listing upon notice of issuance of
any Preferred Securities;

         (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the
Preferred Securities under Section 12(b) or 12(g) of the Exchange Act,
including any amendments thereto; and

         (e) to negotiate the terms of, execute, deliver and file the
Underwriting Agreement and Pricing Agreement providing for the sale of the
Preferred Securities.

                             ARTICLE V. TRUSTEES

SECTION 5.1       Number of Trustees

         The number of Trustees initially shall be five (5), and:

         (a) at any time before the issuance of any Securities, the Sponsor
may, by written instrument, increase or decrease the number of Trustees; and

         (b) after the issuance of any Securities, the number of Trustees
may be increased or decreased by vote of the Holders of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting
of the Holders of the Common Securities,

provided that, in any case, the number of Trustees shall be at least five
(5) unless the Trustee that acts as the Property Trustee also acts as
Delaware Trustee pursuant to Section 5.2, in which case the number of
Trustees, shall be at least four (4).

SECTION 5.2       Delaware Trustee

         If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

         (a) a natural person who is a resident of the State of Delaware; or

         (b) if not a natural person, an entity that has its principal place
of business in the State of Delaware, and otherwise meets the requirements
of applicable law,


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provided that, if the Property Trustee has a principal place of business in
the State of Delaware and otherwise meets the requirements of applicable
law, then the Property Trustee shall also be the Delaware Trustee and
Section 3.11 shall have no application.

SECTION 5.3       Property Trustee; Eligibility

         (a) There shall at all times be one Trustee that shall act as
Property Trustee that shall:

             (i) not be an Affiliate of the Sponsor; and

             (ii) be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or of
the District of Columbia, or a corporation or other Person permitted by the
Commission to act as an institutional trustee under the Trust Indenture Act,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation or other
Person publishes reports of condition at least annually, pursuant to law or
to the requirements of the supervising or examining authority referred to
above, then for the purposes of this Section 5.3(a)(ii), the combined
capital and surplus of such corporation or other Person shall be deemed to
be its combined and surplus as set forth in its most recent report of
condition so published.

         (b) If at any time the Property Trustee shall cease to be eligible
to so act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(c).

         (c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act,
the Property Trustee and the Holder of the Common Securities (as if it were
the obligor referred to in Section 310(b) of the Trust Indenture Act) shall
in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

         (d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

SECTION 5.4       Qualifications of Administrative Trustees and Delaware
Trustee Generally

         Each Administrative Trustee and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act
through one or more Authorized Officers.

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SECTION 5.5       Initial Trustees

         The initial Administrative Trustees shall be:

                  Douglas H. Yaeger
                  Gerald T. McNeive, Jr.
                  Ronald L. Krutzman

         The initial Delaware Trustee shall be:

                  The Bank of New York (Delaware)
                  502 White Clay Center
                  Rte. 273
                  P. O. Box 6973
                  Newark, Delaware 19711

         The initial Property Trustee shall be:

                  The Bank of New York
                  101 Barclay Street
                  New York, NY 10286

SECTION 5.6       Appointment, Removal and Resignation of Trustees

         (a) Subject to Section 5.6(b), Trustees may be appointed or removed
without cause at any time:

             (i) until the issuance of any Securities, by written instrument
executed by the Sponsor; and

             (ii) after the issuance of any Securities, by vote of the
Holders of a Majority in liquidation amount of the Common Securities voting
as a class at a meeting of the Holders of the Common Securities.

         (b) (i) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.6(a) until a successor Trustee
possessing the qualifications to act as Property Trustee under Section 5.3
(a "Successor Property Trustee") has been appointed by the Sponsor and has
accepted such appointment by written instrument executed by such Successor
Property Trustee and delivered to the Administrative Trustees and the
Sponsor; and (ii) the Trustee that acts as Delaware Trustee shall not be
removed in accordance with this Section 5.6(a) until a successor Trustee
possessing the qualifications to act as Delaware Trustee under Sections 5.2
and 5.4 (a "Successor Delaware Trustee") has been appointed by the Sponsor
and has accepted such appointment by written instrument executed by such
Successor Delaware Trustee and delivered to the Administrative Trustees and
the Sponsor.

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         (c) A Trustee appointed to office shall hold office until his or
her successor shall have been appointed or until his or her death, removal
or resignation. Any Trustee may resign from office (without need for prior
or subsequent accounting) by an instrument in writing signed by the Trustee
and delivered to the Sponsor and the Trust, which resignation shall take
effect upon such delivery or upon such later date as is specified therein;
provided, however, that:

             (i) No such resignation of the Trustee that acts as the
Property Trustee shall be effective:

                 (A) until a Successor Property Trustee has been appointed
and has accepted such appointment by instrument executed by such Successor
Property Trustee and delivered to the Trust, the Sponsor and the resigning
Property Trustee; or

                 (B) until the winding up of the Trust has been completed
and the Trust has been terminated; and

             (ii) no such resignation of the Trustee that acts as the
Delaware Trustee shall be effective until a Successor Delaware Trustee has
been appointed and has accepted such appointment by instrument executed by
such Successor Delaware Trustee and delivered to the Trust, the Sponsor and
the resigning Delaware Trustee.

         (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Property Trustee as the case may be if the Property Trustee or the Delaware
Trustee delivers an instrument of resignation in accordance with this
Section 5.6.

         (e) If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and shall have accepted such appointment as
provided in this Section 5.6 within 60 days after delivery to the Sponsor
and the Trust of an instrument of resignation, the resigning Property
Trustee or Delaware Trustee, as applicable, may petition at the expense of
the Sponsor any court of competent jurisdiction for appointment of a
Successor Property Trustee or Successor Delaware Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Successor Property Trustee or Successor Delaware Trustee, as the
case may be.

         (f) No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

SECTION 5.7       Vacancies among Trustees

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of
Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A
resolution certifying the existence of such vacancy

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by the Administrative Trustee, if there is one, or by each of the
Administrative Trustees, if there are two or, if there are more than two, a
majority of the Administrative Trustees, shall be conclusive evidence of the
existence of such vacancy. The vacancy shall be filled with a Trustee
appointed in accordance with Section 5.6.

SECTION 5.8       Effect of Vacancies

         The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties
of a Trustee shall not operate to annul, dissolve or terminate the Trust.
Whenever a vacancy in the number of Administrative Trustees shall occur,
until such vacancy is filled by the appointment of a Administrative Trustee
in accordance with Section 5.6, the Administrative Trustees in office,
regardless of their number, shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration.

SECTION 5.9       Meetings

         If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Administrative meetings of the Administrative
Trustees may be held at a time and place fixed by resolution of the
Administrative Trustees. Notice of any in-person meetings of the
Administrative Trustees shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not
less than 48 hours before such meeting. Notice of any telephonic meetings of
the Administrative Trustees or any committee thereof shall be hand delivered
or otherwise delivered in writing (including by facsimile, with a hard copy
by overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an
Administrative Trustee at a meeting shall constitute a waiver of notice of
such meeting except where a Administrative Trustee attends a meeting for the
express purpose of objecting to the transaction of any activity on the
ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the
Administrative Trustees present (whether in person or by telephone) and
eligible to vote with respect to such matter, provided that a Quorum is
present, or without a meeting, by the unanimous written consent of the
Administrative Trustees. In the event there is only one Administrative
Trustee, any and all action of such Administrative Trustee shall be
evidenced by a written consent of such Administrative Trustee.

SECTION 5.10      Delegation of Power

         (a) Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to another natural person over the age of 21
his or her power for the purpose of executing any documents contemplated in
Section 3.6, including any

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registration statement or amendment thereto filed with the Commission, or
making any other governmental filing; and

         (b) the Administrative Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing
of such things and the execution of such instruments either in the name of
the Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of the Trust,
as set forth herein.

SECTION 5.11      Merger, Conversion, Consolidation or Succession to Business

         Any Person into which the Property Trustee or the Delaware Trustee,
as the case may be, may be merged or converted or with which either may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Property Trustee or
the Delaware Trustee, as the case may be, shall be the successor of the
Property Trustee or the Delaware Trustee, as the case may be, 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.

                          ARTICLE VI. DISTRIBUTIONS

SECTION 6.1       Distributions

         Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder's Securities. Distributions shall be
made on the Preferred Securities and the Common Securities in accordance
with the preferences set forth in their respective terms. If and to the
extent that the Debenture Issuer makes a payment of interest (including
Compounded Interest (as defined in the Indenture) and Additional Interest
(as defined in the Indenture)), premium and/or principal on the Debentures
held by the Property Trustee (the amount of any such payment being a
"Payment Amount"), the Property Trustee shall and is directed, to the extent
funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders.

                     ARTICLE VII. ISSUANCE OF SECURITIES

SECTION 7.1       General Provisions Regarding Securities

         (a) The Sponsor, pursuant to the Original Declaration, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution
and delivery of this Declaration, an Administrative Trustee, on behalf of
the Trust, shall execute in accordance with Section 7.1(b) and deliver to
the Underwriters named in the Underwriting Agreement a Preferred Security
Certificate, registered in the name of the nominee of the initial Clearing
Agency, representing _____________ Preferred Securities

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having an aggregate liquidation amount with respect to the assets of the
Trust of $_____________, against payment of the purchase price therefor in
immediately available funds, which funds such Administrative Trustee shall
promptly deliver to the Property Trustee.

         In the event of the exercise of the overallotment option set forth
in the Underwriting Agreement, on the Date of Delivery of the Option
Preferred Securities, an Administrative Trustee, on behalf of the Trust,
shall execute in accordance with Section 7.1(b) and deliver to the
Underwriters named in the Underwriting Agreement a Preferred Security
Certificate, registered in the name of the nominee of the initial Clearing
Agency, representing the Option Preferred Securities purchased thereby, not
to exceed ________ Preferred Securities having an aggregate liquidation
amount with respect to the assets of the Trust of $___________, against
payment of the purchase price therefor in immediately available funds, which
funds such Administrative Trustee shall promptly deliver to the Property
Trustee.

         Contemporaneously with the execution and delivery of this
Declaration, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 7.1(b) and deliver to the Sponsor one or
more Common Security Certificates, registered in the name of the Sponsor, in
an aggregate amount of _________ Common Securities having an aggregate
liquidation amount with respect to the assets of the Trust of $______
against payment by the Sponsor of the purchase price therefor in immediately
available funds, which amount such Administrative Trustee shall promptly
deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and
purchase from the Sponsor Debentures registered in the name of the Property
Trustee and having an aggregate principal amount equal to $_________ and
shall deliver to the Sponsor the purchase price therefor (being the sum of
the amounts delivered to the Property Trustee pursuant to (i) the second
sentence of the second paragraph of this Section 7.1(a) and (ii) the first
sentence of this paragraph).

         In the event of the exercise of the overallotment option set forth
in the Underwriting Agreement, on the [Date of Delivery of the Option
Securities], an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 7.1(b) and deliver to the Sponsor Common
Security Certificates, registered in the name of the Sponsor, in an
aggregate amount equal to ____% of the [Option Securities] purchased thereby
not to exceed ________ Common Securities having an aggregate liquidation
amount with respect to the assets of the Trust of $__________ against
payment by the Sponsor of the purchase price therefor in immediately
available funds, which amount such Administrative Trustee shall promptly
deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and
purchase from the Sponsor Debentures registered in the name of the Property
Trustee and having an aggregate principal amount equal to the purchase price
therefor and shall deliver to the Sponsor the purchase price therefor (being
the sum of the amounts delivered to the Property Trustee pursuant to (i) the
second sentence of the third paragraph of this Section 7.1(a) and (ii) the
first sentence of this paragraph).


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         (b) The Certificates shall be signed on behalf of the Trust by a
Administrative Trustee. Any such signature shall be the manual signature of
any present or any future Administrative Trustee. In case any Administrative
Trustee of the Trust who shall have signed any of the Securities shall cease
to be such Administrative Trustee before the Certificates so signed shall be
delivered by the Trust, such Certificates nevertheless may be delivered as
though the person who signed such Certificates had not ceased to be such
Administrative Trustee; and any Certificate may be signed on behalf of the
Trust by such persons who, at the actual date of execution of such
Certificate, shall be the Administrative Trustees of the Trust, although at
the date of the execution and delivery of the Declaration any such person
was not a Administrative Trustee. Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, or any one of them, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or
endorsements as the Administrative Trustees, or any one of them, may deem
appropriate, or as may be required to comply with any law or with any rule
or regulation of any stock exchange on which the Securities may be listed,
or to conform to usage.

         (c) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.

         (d) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable subject to Section 10.1(b) with respect to the
Common Securities.

         (e) Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the
terms of, and shall be bound by, this Declaration, the Preferred Securities
Guarantee and the Indenture.

                     ARTICLE VIII. TERMINATION OF TRUST

SECTION 8.1       Dissolution and Termination of Trust

         (a) The Trust shall dissolve:

             (i) upon the bankruptcy of the Holder of the Common Securities
or the Sponsor;

             (ii) upon the filing of a certificate of dissolution or its
equivalent with respect to the Holder of the Common Securities or the
Sponsor, or the revocation of the charter of the Holder of the Common
Securities, or the Sponsor's charter and the expiration of 90 days after the
date of revocation without a reinstatement thereof;

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             (iii) upon the entry of a decree of judicial dissolution of the
Holder of the Common Securities, the Sponsor or the Trust;

             (iv) when all of the Securities shall have been called for
redemption and the amounts necessary for redemption thereof shall have been
paid to the Holders in accordance with the terms of the Securities;

             (v) upon the written direction of the Property Trustee from the
Holder of the Common Securities at any time to dissolve the Trust and, after
satisfaction of liabilities to creditors of the Trust, to distribute the
Debentures to Holders in exchange for the Securities;

             (vi) before the issuance of any Securities, with the consent of
all of the Administrative Trustees and the Sponsor; or

             (vii) upon the expiration of the term of the Trust as set forth
in Section 3.14.

         (b) After the occurrence of an event referred to in Section 8.1(a)
and upon the completion of winding-up of the Trust, the Trustees shall file
a certificate of cancellation with the Secretary of State of the State of
Delaware.

         (c) The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                      ARTICLE IX. TRANSFER OF INTERESTS

SECTION 9.1       Transfer of Securities

         (a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and
in the terms of the Securities. Any transfer or purported transfer of any
Security not made in accordance with this Declaration, and the terms of the
Securities, shall be, to the fullest extent permitted by law, null and void.

         (b) Subject to this Article IX, Preferred Securities shall be
freely transferable.

         (c) Subject to this Article IX, the Sponsor and any Related Party
may only transfer Common Securities to the Sponsor or a Related Party of the
Sponsor; provided that, any such transfer is subject to the condition
precedent that the transferor obtain the written opinion of independent
counsel experienced in such matters that such transfer would not cause more
than an insubstantial risk that:

             (i) the Trust would not be classified for United States federal
income tax purposes as a grantor trust; and


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             (ii) the Trust would be an Investment Company or the transferee
would become an Investment Company.

SECTION 9.2       Transfer of Certificates

         The Administrative Trustees shall provide for the registration of
Certificates and of transfers of Certificates, which will be effected
without charge but only upon payment (with such indemnity as the
Administrative Trustees may require) in respect of any tax or other
governmental charges that may be imposed in relation to it. Upon surrender
for registration of transfer of any Certificate, the Administrative Trustees
shall cause one or more new Certificates to be issued in the name of the
designated transferee or transferees. Every Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Administrative Trustees duly executed
by the Holder or such Holder's attorney duly authorized in writing. Each
Certificate surrendered for registration of transfer shall be canceled by
the Administrative Trustees. A transferee of a Certificate shall be entitled
to the rights and subject to the obligations of a Holder hereunder upon the
receipt by such transferee of a Certificate. By acceptance of a Certificate,
each transferee shall be deemed to have agreed to be bound by this
Declaration. In the event that the Preferred Securities do not remain
book-entry only form, the Property Trustee will act as paying agent and may
designate an additional or substitute paying agent at any time.

SECTION 9.3       Deemed Security Holders

         The Trustees may treat the Person in whose name any Certificate
shall be registered on the books and records of the Trust as the sole holder
of such Certificate and of the Securities represented by such Certificate
for purposes of receiving Distributions and for all other purposes
whatsoever and, accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such Certificate or in the Securities
represented by such Certificate on the part of any Person, whether or not
the Trust shall have actual or other notice thereof.

SECTION 9.4       Book-Entry Interests

         Unless otherwise specified in the terms of the Preferred
Securities, the Preferred Security Certificates, on original issuance, will
be issued in the form of one or more, fully registered, global Preferred
Security Certificates (each a "Global Certificate"), to be delivered to DTC,
the initial Clearing Agency, by, or on behalf of, the Trust. Such Global
Certificate(s) shall initially be registered on the books and records of the
Trust in the name of Cede & Co., the nominee of DTC, and no Preferred
Security Beneficial Owner will receive a definitive Preferred Security
Certificate representing such Preferred Security Beneficial Owner's
interests in such Global Certificate(s), except as provided in Section 9.7.
Unless and until definitive, fully registered Preferred Security
Certificates (the "Definitive Preferred Security Certificates") have been
issued to the Preferred Security Beneficial Owners pursuant to Section 9.7:


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         (a) the provisions of this Section 9.4 shall be in full force and
effect;

         (b) the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the payment
of Distributions on the Global Certificate(s) and receiving approvals, votes
or consents hereunder) as the Holder of the Preferred Securities and the
sole holder of the Global Certificate(s) and shall have no notice obligation
to the Preferred Security Beneficial Owners;

         (c) to the extent that the provisions of this Section 9.4 conflict
with any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

         (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants. DTC
will make book entry transfers among the Clearing Agency Participants and
receive and transmit payments of Distributions on the Global Certificates to
such Clearing Agency Participants.

SECTION 9.5       Notices to Clearing Agency

         Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred
Security Beneficial Owners pursuant to Section 9.7, the Administrative
Trustees shall give all such notices and communications specified herein to
be given to the Preferred Security Holders to the Clearing Agency, and shall
have no notice obligations to the Preferred Security Beneficial Owners.

SECTION 9.6       Appointment of Successor Clearing Agency

         If any Clearing Agency elects to discontinue its services as
securities Clearing Agency with respect to the Preferred Securities, the
Administrative Trustees may, in their sole discretion, appoint a successor
Clearing Agency with respect to such Preferred Securities.

SECTION 9.7       Definitive Preferred Security Certificates

         If:

         (a) a Clearing Agency elects to discontinue its services as
securities Clearing Agency with respect to the Preferred Securities and a
successor Clearing Agency is not appointed within 90 days after such
discontinuance pursuant to Section 9.6; or

         (b) the Administrative Trustees elect after consultation with the
Sponsor to terminate the book entry system through the Clearing Agency with
respect to the Preferred Securities;

         then:


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             (i) Definitive Preferred Security Certificates shall be
prepared by the Administrative Trustees on behalf of the Trust with respect
to such Preferred Securities; and

             (ii) upon surrender of the Global Certificate(s) by the
Clearing Agency, accompanied by registration instructions, the
Administrative Trustees shall cause Definitive Preferred Security
Certificates to be delivered to Preferred Security Beneficial Owners in
accordance with the instructions of the Clearing Agency. Neither the
Trustees nor the Trust shall be liable for any delay in delivery of such
instructions and each of them may conclusively rely on and shall be
protected in relying on, said instructions of the Clearing Agency. The
Definitive Preferred Security Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable
to the Administrative Trustees, as evidenced by their execution thereof, and
may have such letters, numbers or other marks of identification or
designation and such legends or endorsements as the Administrative Trustees
may deem appropriate, or as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Preferred Securities may be listed, or to
conform to usage.

SECTION 9.8       Mutilated, Destroyed, Lost or Stolen Certificates

         If:

         (a) any mutilated Certificates should be surrendered to the
Administrative Trustees, or if the Administrative Trustees shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate; and

         (b) there shall be delivered to the Administrative Trustees such
security or indemnity as may be required by them to keep each of them
harmless, then, in the absence of notice that such Certificate shall have
been acquired by a protected purchaser, any Administrative Trustee on behalf
of the Trust shall execute and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like denomination. In connection with the issuance of any new Certificate
under this Section 9.8, the Administrative Trustees may require the payment
of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section 9.8 shall constitute conclusive evidence of an
ownership interest in the relevant Securities, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at
any time.

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        ARTICLE X. LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                             TRUSTEES OR OTHERS

SECTION 10.1      Liability

         (a) Except as expressly set forth in this Declaration, the
Preferred Securities Guarantee, the Common Securities Guarantee and the
terms of the Securities, the Sponsor shall not be:

             (i) personally liable for the return of any portion of the
capital contributions (or any return thereon) of the Holders of the
Securities that shall be made solely from assets of the Trust; and

             (ii) required to pay to the Trust or to any Holder of
Securities any deficit upon dissolution of the Trust or otherwise.

         (b) The Holder of the Common Securities shall be liable for all of
the debts and obligations of the Trust (other than with respect to the
Securities) to the extent not satisfied out of the Trust's assets.

         (c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Preferred Securities shall be entitled to the same limitation
of personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware.

SECTION 10.2      Exculpation

         (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of
the Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by
this Declaration or by law, except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such
Indemnified Person's gross negligence (or with respect to the Property
Trustee, negligence (subject to the terms of this Declaration)) or willful
misconduct with respect to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence
and amount of assets from which Distribution to Holders of Securities might
properly be paid.

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SECTION 10.3      Fiduciary Duty

         (a) To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities relating thereto to
the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered
Person for its good faith reliance on the provisions of this Declaration.
The provisions of this Declaration, to the extent that they restrict the
duties and liabilities of an Indemnified Person otherwise existing at law or
in equity (other than the duties imposed on the Property Trustee under the
Trustee Indenture Act), are agreed by the parties hereto to replace such
other duties and liabilities of such Indemnified Person.

         (b) Unless otherwise expressly provided herein:

             (i) whenever a conflict of interest exists or arises between
any Covered Person and any Indemnified Person; or

             (ii) whenever this Declaration or any other agreement
contemplated herein or therein provides that an Indemnified Person shall act
in a manner that is, or provide terms that are, fair and reasonable to the
Trust or any Holder of Securities, the Indemnified Person shall resolve such
conflict of interest, take such action or provide such terms, considering in
each case the relative interest of each party (including its own interest)
to such conflict, agreement, transaction or situation and the benefits and
burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting practices or
principles. In the absence of bad faith by the Indemnified Person, the
resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other
agreement contemplated herein or of any duty or obligation of the
Indemnified Person at law or in equity or otherwise.

         (c) Whenever in this Declaration an Indemnified Person is permitted
or required to make a decision:

             (i) in its "discretion" or under a grant of similar authority,
the Indemnified Person shall be entitled to consider such interests and
factors as it desires, including its own interest, and shall have no duty or
obligation to give any consideration to any interest of or factors affecting
the Trust or any other Person; or

             (ii) in its "good faith" or under another express standard, the
Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Declaration or by
applicable law.

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SECTION 10.4      Indemnification

         (a) (i) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by
reason of the fact that he or she is or was a Company Indemnified Person
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Trust, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

             (ii) The Debenture Issuer shall indemnify, to the fullest
extent permitted by law, any Company Indemnified Person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Trust to procure a
judgment in its favor by reason of the fact that he or she is or was a
Company Indemnified Person against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Trust and except that no such indemnification
shall be made in respect of any claim, issue or matter as to which such
Company Indemnified Person shall have been adjudged to be liable to the
Trust unless and only to the extent that the Court of Chancery of the State
of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such Court of
Chancery or such other court shall deem proper.

             (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action
without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim,
issue or matter therein, he or she shall be indemnified, to the fullest
extent permitted by law, against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.

             (iv) Any indemnification under paragraphs (i) and (ii) of this
Section 10.4(a) (unless ordered by a court) shall be made by the Debenture
Issuer only as

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authorized in the specific case upon a determination that indemnification of
the Company Indemnified Person is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in paragraphs
(i) and (ii). Such determination shall be made (1) by the Administrative
Trustees by a majority vote of a quorum consisting of such Administrative
Trustees who were not parties to such action, suit or proceeding, (2) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested Administrative Trustees so directs, by independent legal
counsel in a written opinion, or (3) by the Common Security Holder of the
Trust.

             (v) To the fullest extent permitted by applicable law, expenses
(including attorneys' fees) incurred by a Company Indemnified Person in
defending a civil, criminal, administrative or investigative action, suit or
proceeding referred to in paragraph (i) and (ii) of this Section 10.4(a)
shall be paid by the Debenture Issuer in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such Company Indemnified Person to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by
the Debenture Issuer as authorized in this Section 10.4(a). Notwithstanding
the foregoing, no advance shall be made by the Debenture Issuer if a
determination is reasonably and promptly made (i) by the Administrative
Trustees by a majority vote of a quorum of disinterested Administrative
Trustees, (ii) if such a quorum is not obtainable, or, even if obtainable,
if a quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion or (iii) the Common Security
Holder of the Trust, that, based upon the facts known to the Administrative
Trustees, counsel or the Common Security Holder at the time such
determination is made, such Company Indemnified Person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the
best interests of the Trust, or, with respect to any criminal proceeding,
that such Company Indemnified Person believed or had reasonable cause to
believe his or her conduct was unlawful. In no event shall any advance be
made in instances where the Administrative Trustees, independent legal
counsel or Common Security Holder reasonably determine that such person
deliberately breached his duty to the Trust or its Common or Preferred
Security Holders.

             (vi) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section 10.4(a)
shall not be deemed exclusive of any other rights to which those seeking
indemnification and advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors of the Debenture
Issuer or Preferred Security Holders of the Trust or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office. All rights to indemnification under this Section
10.4(a) shall be deemed to be provided by a contract between the Debenture
Issuer and each Company Indemnified Person who serves in such capacity at
any time while this Section 10.4(a) is in effect. Any repeal or modification
of this Section 10.4(a) shall not affect any rights or obligations then
existing.

             (vii) The Debenture Issuer or the Trust may purchase and
maintain insurance on behalf of any person who is or was a Company
Indemnified Person against

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any liability asserted against him or her and incurred by him in any such
capacity, or arising out of his or her status as such, whether or not the
Debenture Issuer would have the power to indemnify him or her against such
liability under the provisions of this Section 10.4(a).

             (viii) For purposes of this Section 10.4(a), references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in
a consolidation or merger, so that any person who is or was a director,
trustee, officer or employee of such constituent entity, or is or
was serving at the request of such constituent entity as a director,
trustee, officer, employee or agent of another entity, shall stand in the
same position under the provisions of this Section 10.4(a) with respect to
the resulting or surviving entity as he or she would have with respect to
such constituent entity if its separate existence had continued.

             (ix) The indemnification and advancement of expenses provided
by, or granted pursuant to this Section 10.4(a) shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased
to be a Company Indemnified Person and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         (b) The Debenture Issuer agrees to indemnify, to the fullest extent
permitted by law, the (i) Property Trustee, (ii) the Delaware Trustee, (iii)
any Affiliate of the Property Trustee and the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee and
the Delaware Trustee (each of the Persons in (i) through (iv) being referred
to as a "Fiduciary Indemnified Person") for, and to hold each Fiduciary
Indemnified Person harmless against, any loss, liability, claim, damage or
expense incurred without gross negligence (or, in the case of the Property
Trustee, negligence (subject to the terms of this Declaration))or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The
provisions of this Section 10.4(b) shall survive the satisfaction and
discharge of this Declaration or the resignation or removal of any Trustee.

SECTION 10.5      Businesses

         Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee (subject to Section 5.3 (c)) may engage in or possess an
interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee, or the
Property Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of

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a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as
a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person, the Delaware Trustee
and the Property Trustee may engage or be interested in any financial or
other transaction with the Sponsor or any Affiliate of the Sponsor, or may
act as depositary for, trustee or agent for, or act on any committee or body
of holders of, securities or other obligations of the Sponsor or its
Affiliates.


                           ARTICLE XI. ACCOUNTING

SECTION 11.1      Fiscal Year

         The fiscal year ("Fiscal Year") of the Trust shall begin on October
1 and end on September 30, or such other year as is required by the Code.

SECTION 11.2      Certain Accounting Matters

         (a) At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of
account, records and supporting documents, which shall reflect in reasonable
detail, each transaction of the Trust. The books of account shall be
maintained on the accrual method of accounting, in accordance with generally
accepted accounting principles, consistently applied. The Trust shall use
the accrual method of accounting for United States federal income tax
purposes. The books of account and the records of the Trust shall be
examined by and reported upon as of the end of each Fiscal Year of the Trust
by a firm of independent certified public accountants selected by the
Administrative Trustees.

         (b) The Administrative Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, within 90 days after the end
of each Fiscal Year of the Trust, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year,
and the related statements of income or loss.

         (c) The Administrative Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities any annual United States
federal income tax information statement required by the Code, containing
such information with regard to the Securities held by each Holder as is
required by the Code and the Treasury Regulations. Notwithstanding any right
under the Code to deliver any such statement at a later date, the
Administrative Trustees shall endeavor to deliver all such statements within
30 days after the end of each Fiscal Year of the Trust.

         (d) The Administrative Trustees shall cause to be duly prepared and
filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United
States federal income tax law, and any other annual income tax returns
required to be filed by the Administrative Trustees on behalf of the Trust
with any state or local taxing authority.

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SECTION 11.3      Banking

         The Trust shall maintain one or more bank accounts in the name and
for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Debentures held by the Property Trustee shall be
made directly to the Property Trustee Account and no other funds of the
Trust shall be deposited in the Property Trustee Account. The sole
signatories for such accounts shall be designated by the Administrative
Trustees; provided, however, that the Property Trustee shall designate
the signatories for the Property Trustee Account.

SECTION 11.4      Withholding

         The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such
forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms
as shall reasonably be requested by the Trust to assist it in determining
the extent of, and in fulfilling, its withholding obligations. The
Administrative Trustees shall file required forms with applicable
jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the
Holder to applicable jurisdictions. To the extent that the Trust is required
to withhold and pay over any amounts to any authority with respect to
distributions or allocations to any Holder, the amount withheld shall be
deemed to be a distribution in the amount of the withholding to the Holder.
In the event of any claimed over withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                    ARTICLE XII. AMENDMENTS AND MEETINGS

SECTION 12.1      Amendments

         (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by
a written instrument approved and executed by the Administrative Trustees
(or, if there are more than two Administrative Trustees a majority of the
Administrative Trustees); and

             (i) if the amendment affects the rights, powers, duties,
obligations or immunities of the Property Trustee, also by the Property
Trustee; and

             (ii) if the amendment affects the rights, power, duties,
obligations or immunities of the Delaware Trustee, also by the Delaware
Trustee;

         (b) No amendment shall be made, and any such purported amendment
shall be void and ineffective:

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             (i) unless, in the case of any proposed amendment, the Property
Trustee shall have first received an Officers' Certificate from the Sponsor
that such amendment is permitted by, and conforms to, the terms of this
Declaration (including the terms of the Securities);

             (ii) unless, in the case of any proposed amendment that affects
the rights, powers, duties, obligations or immunities of the Property
Trustee or the Delaware Trustee, the Property Trustee or the Delaware
Trustee as the case may be, shall have first received:

                  (A) an Officers' Certificate from the Sponsor that such
amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities); and

                  (B) an opinion of counsel (who may be counsel to the
Sponsor or the Trust) that such amendment is permitted by, and conforms to,
the terms of this Declaration (including the terms of the Securities); and

             (iii) to the extent the result of such amendment would be to:

                   (A) cause the Trust to fail to continue to be classified
for purposes of United States federal income taxation as a grantor trust;

                   (B) reduce or otherwise adversely affect the powers of
the Property Trustee in contravention of the Trust Indenture Act; or

                   (C) cause the Trust to be deemed to be an Investment
Company required to be registered under the Investment Company Act;

         (c) At such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only
with such additional requirements as may be set forth in the terms of such
Securities;

         (d) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

         (e) Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities;

         (f) The rights of the holders of the Common Securities under
Article V to increase or decrease the number of, and appoint and remove,
Trustees shall not be amended without the consent of the Holders of a
Majority in liquidation amount of the Common Securities; and

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         (g) Notwithstanding Section 12.1(c), this Declaration may be
amended without the consent of the Holders of the Securities to:

             (i) cure any ambiguity;

             (ii) correct or supplement any provision in this Declaration
that may be defective or inconsistent with any other provision of this
Declaration;

             (iii) add to the covenants, restrictions or obligations of the
Sponsor; or

             (iv) conform to any change in Rule 3a-5 or written change in
interpretation or application of Rule 3a-5 by any legislative body, court,
government agency or regulatory authority which amendment does not have a
material adverse effect on the rights, preferences or privileges of the
Holders of the Preferred Securities.

SECTION 12.2      Meetings of the Holders of Securities; Action by Written
Consent

         (a) Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the
terms of the Securities) to consider and act upon any matter on which
Holders of such class of Securities are entitled to act under the terms of
this Declaration, the terms of the Securities or the rules of any stock
exchange on which the Preferred Securities are listed or admitted for
trading. The Administrative Trustees shall call a meeting of the Holders of
such class if directed to do so by the Holders of at least 10% in
liquidation amount of such class of Securities. Such direction shall be
given by delivering to the Administrative Trustees one or more calls in
writing stating that the signing Holders of Securities wish to call a
meeting and indicating the general or specific purpose for which the meeting
is to be called. Any Holders of Securities calling a meeting shall specify
in writing the Certificates held by the Holders of Securities exercising the
right to call a meeting and only those Securities specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.

         (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

             (i) notice of any such meeting shall be given to all the
Holders of Securities having a right to vote thereat at least 7 days and not
more than 60 days before the date of such meeting. Whenever a vote, consent
or approval of the Holders of Securities is permitted or required under this
Declaration or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading, such vote, consent or
approval may be given at a meeting of the Holders of Securities. Any action
that may be taken at a meeting of the Holders of Securities may be taken
without a meeting, without a vote and without prior notice, if a consent in
writing setting forth the action so taken is signed by the Holders of
Securities owning not less than the minimum amount of Securities in
aggregate liquidation amount that would be necessary to authorize or take
such action at a meeting at which all Holders of Securities having a

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right to vote thereon were present and voting. Prompt notice of the taking
of action without a meeting shall be given to the Holders of Securities
entitled to vote who have not consented in writing. The Administrative
Trustees may specify that any written ballot submitted to a Holder of the
Securities for the purpose of taking any action without a meeting shall be
returned to the Trust within the time specified by the Administrative
Trustees;

             (ii) each Holder of a Security may authorize any Person to act
for it by proxy on all matters in which a Holder of Securities is entitled
to participate, including waiving notice of any meeting, or voting or
participating at a meeting. No proxy shall be valid after the expiration of
11 months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the Holder of Securities
executing it. Except as otherwise provided herein, all matters relating to
the giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and
the Holders of the Securities were stockholders of a Delaware corporation;

             (iii) each meeting of the Holders of the Securities shall be
conducted by the Administrative Trustees or by such other Person that the
Administrative Trustees may designate; and

             (iv) unless the Business Trust Act, this Declaration, the terms
of the Securities, the Trust Indenture Act or the listing rules of any stock
exchange on which the Preferred Securities are then listed or trading
otherwise provides, the Administrative Trustees, in their sole discretion,
shall establish all other provisions relating to meetings of Holders of
Securities, including notice of the time, place or purpose of any meeting at
which any matter is to be voted on by any Holders of Securities, waiver of
any such notice, action by consent without a meeting, the establishment of a
record date, quorum requirements, voting in person or by proxy or any other
matter with respect to the exercise of any such right to vote.

                  ARTICLE XIII. REPRESENTATIONS OF PROPERTY
                        TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1      Representations and Warranties of Property Trustee

         The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Property Trustee represents and warrants to the Trust and
the Sponsor at the time of the Successor Property Trustee's acceptance of
its appointment as Property Trustee that:

         (a) the Property Trustee is a national banking association or a
state banking corporation with trust powers, duly organized, validly
existing and in good standing under the laws of the United States or under
the laws of the state in which it was formed,

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as applicable, with trust power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, the Declaration;

         (b) the execution, delivery and performance by the Property Trustee
of the Declaration have been duly authorized by all necessary corporate
action on the part of the Property Trustee. The Declaration has been duly
executed and delivered by the Property Trustee, and it constitutes a legal,
valid and binding obligation of the Property Trustee, enforceable against it
in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

         (c) the execution, delivery and performance of the Declaration by
the Property Trustee do not conflict with or constitute a breach of the
Articles of Organization or By-laws of the Property Trustee; and

         (d) no consent, approval or authorization of, or registration with
or notice to, any State or Federal banking authority is required for the
execution, delivery or performance by the Property Trustee, of the
Declaration.

SECTION 13.2      Representation and Warranties of Delaware Trustee

         The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Delaware Trustee represents and warrants to the Trust and
the Sponsor at the time of the Successor Delaware Trustee's acceptance of
its appointment as Delaware Trustee that:

         (a) the Delaware Trustee is a Delaware banking corporation or a
national banking association with its principal place of business in the
State of Delaware duly organized, validly existing and in good standing
under the laws of the State of Delaware or under the laws of the United
States, as applicable, with corporate power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of,
the Declaration;

         (b) the Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and the Declaration. The
Declaration under Delaware law constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the
court (regardless of whether the enforcement of such remedies is considered
in a proceeding in equity or at law);

         (c) no consent, approval or authorization of, or registration with
or notice to, any State or Federal banking authority is required for the
execution, delivery or performance by the Delaware Trustee, of the
Declaration; and

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         (d) the Delaware Trustee is a natural person who is a resident of
the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware.

                         ARTICLE XIV. MISCELLANEOUS

SECTION 14.1      Notices

         All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows:

         (a) if given to the Trust, in care of the Administrative Trustees
at the Trust's mailing address set forth below (or such other address as the
Trust may give notice of to the Holders of the Securities):

                  Laclede Capital Trust I
                  c/o The Laclede Group, Inc.
                  720 Olive Street
                  St. Louis, MO 63101
                  Attention: Treasurer
                  Facsimile: (314) 421-1979

         (b) if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as Delaware Trustee may give notice of to
the Holders of the Securities):

                  The Bank of New York (Delaware)
                  502 White Clay Center
                  Route 273
                  P.O. Box 6973
                  Newark, Delaware 19711
                  Attention: Corporate Trust Department

         (c) if given to the Property Trustee, at its Corporate Trust Office
(or such other address as the Property Trustee may give notice of to the
Holders of the Securities):

                  The Bank of New York
                  101 Barclay Street
                  New York, NY 10286
                  Attention: Corporate Trust Administration

         (d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder
of the Common Securities may give notice to the Trust);

                                     47

<PAGE>
<PAGE>

                  The Laclede Group, Inc.
                  720 Olive Street
                  St. Louis, MO 63101
                  Attention: General Counsel

                  Facsimile: (314) 421-1979


         (e) if given to any other Holder, at the address set forth on the
books and records of the Trust for such Holder.

         All such notices shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no
notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

SECTION 14.2      Governing Law

         This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws.

SECTION 14.3      Intention of the Parties

         It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust.
The provisions of this Declaration shall be interpreted to further this
intention of the parties.

SECTION 14.4      Headings

         Headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration
or any provision hereof.

SECTION 14.5      Successor and Assigns

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successor and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind and inure to the benefit of their
respective successors and assigns, whether so expressed.

SECTION 14.6      Partial Enforceability

         If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the
remainder of this Declaration, or the

                                     48

<PAGE>
<PAGE>

application of such provision to persons or circumstances other than those
to which it is held invalid, shall not be affected thereby.

SECTION 14.7      Counterparts

         This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each party hereto to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and
they shall have the same force and effect as though all of the signers had
signed a single signature page.

SECTION 14.8      Recitals

         The recitals contained herein and in the Securities shall be taken
as the statements of the Sponsor and Trust, and the Trustees assume no
responsibility for their correctness. The Trustees make no representations
as to the validity or sufficiency of this Declaration or of the Securities.








                                     49

<PAGE>
<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused these presents to
be executed as of the day and year first above written.


                                     -----------------------------------------
                                     Douglas H. Yaeger, as Administrative
                                               Trustee



                                     -----------------------------------------
                                     Gerald T. McNeive, Jr., as Administrative
                                               Trustee


                                     -----------------------------------------
                                     Ronald L. Krutzman, as Administrative
                                               Trustee



                                         THE BANK OF NEW YORK
                                           (DELAWARE), as Delaware Trustee

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


                                         THE BANK OF NEW YORK, as Property
                                           Trustee

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


                                         THE LACLEDE GROUP, INC., as Sponsor
                                           and Debenture Issuer

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




                                     50

<PAGE>
<PAGE>

                                   ANNEX I

                                  TERMS OF
                 ___% TRUST ORIGINATED PREFERRED SECURITIES
                  ____% TRUST ORIGINATED COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of __________________, 2002 (as amended from time to time,
the "Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities and
the Common Securities are set out below (each capitalized term used but not
defined herein has the meaning set forth in the Declaration or, if not
defined in such Declaration, as defined in the Prospectus referred to below:

1.       Designation and Number

         (a) Preferred Securities. __________ Preferred Securities of the
Trust with an aggregate liquidation amount with respect to the assets of the
Trust of _______ Million Dollars ($__,000,000) [(including up to _____
Preferred Securities of the Trust with an aggregate liquidation amount with
respect to the assets of the Trust of _______________ Dollars
($____________) issuable upon the exercise of the overallotment option set
forth in the Underwriting Agreement)] and each with a liquidation amount
with respect to the assets of the Trust of $25 per preferred security, are
hereby designated, for the purposes of identification only, as "___% Trust
Originated Preferred Securities (SM) ('TOPrS(SM)')" (the "Preferred
Securities"). The Preferred Security Certificates evidencing the Preferred
Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom
as may be required by ordinary usage, custom or practice or to conform to
the rules of any stock exchange on which the Preferred Securities are
listed.

         (b) Common Securities. __________ Common Securities of the Trust
with an aggregate liquidation amount with respect to the assets of the Trust
of _______________ Dollars ($__________) [(including up to _______Common
Securities of the Trust with an aggregate liquidation amount with respect to
the assets of the Trust of _____________ Dollars ($________) issuable upon
the exercise of the overallotment option set forth in the Underwriting
Agreement)] and each with a liquidation amount with respect to the assets of
the Trust of $25 per common security, are hereby designated, for the
purposes of identification only, as "____% Trust Originated Common
Securities" (the "Common Securities"). The Common Security Certificates
evidencing the Common Securities shall be substantially in the form of
Exhibit A-2 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or
practice.

2.       Distributions

         (a) Distributions payable on each Security will be fixed at a rate
per annum of ____% (the "Coupon Rate") of the stated liquidation amount of
$25 per Security, such


                                    A-1

<PAGE>
<PAGE>

rate being the rate of interest payable on the Debentures to be held by the
Property Trustee. Distributions in arrears for more than one quarter will
bear interest thereon computed quarterly at the Coupon Rate ("Compound
Interest") (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to
the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds available
therefor. The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a
360-day year of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed.
Distributions will be computed on the basis of the actual number of days
elapsed per 90-day quarter.

         (b) Distributions on the Securities will be cumulative, will accrue
from ________________, 2002 and will be payable quarterly in arrears, on
_________, __________, __________ and _________ of each year, commencing on
______________, 2002, except as otherwise described below. The Debenture
Issuer has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures
for a period not exceeding 20 consecutive quarters (each an "Extension
Period"), during which Extension Period no interest shall be due and payable
on the Debentures, provided that no Extension Period shall last beyond the
date of maturity of the Debentures. As a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded quarterly during
any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further extend such Extension Period;
provided that such Extension Period together with all such previous and
further extensions thereof may not exceed 20 consecutive quarters. Payments
of accrued Distributions will be payable to Holders as they appear on the
books and records of the Trust on the first record date after the end of the
Extension Period. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

         (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the relevant
record dates. While the Preferred Securities remain in book-entry only form,
the relevant record dates shall be one Business Day prior to the relevant
payment dates that correspond to the interest payment dates on the
Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Preferred
Securities will be made as described under the heading "Description of the
Preferred Securities -- Book-Entry Only Issuance -- DTC" in the Prospectus
dated _______________, 2002 (the "Prospectus"), of the Trust included in the
Registration Statement on Form S-3 of the Sponsor and the Trust. The
relevant record dates for the Common Securities shall be the same record
date as for the Preferred Securities. If the Preferred Securities shall not
continue to remain in book-entry only form, the relevant record dates for
the Preferred


                                    A-2

<PAGE>
<PAGE>

Securities shall conform to the rules of any securities exchange on which
the securities are listed and, if none, shall be selected by the
Administrative Trustees, which dates shall be at least one Business Day but
less than 60 Business Days before the relevant payment dates, which payment
dates correspond to the interest payment dates on the Debentures.
Distributions payable on any Securities that are not punctually paid on any
Distribution payment date, as a result of the Debenture Issuer having failed
to make a payment under the Debentures, will cease to be payable to the
Person in whose name such Securities are registered on the relevant record
date, and such defaulted Distribution will instead be payable to the Person
in whose name such Securities are registered on the special record date or
other specified date determined in accordance with the Indenture. If any
date on which Distributions are payable on the Securities is not a Business
Day, then payment of the Distribution payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on
the immediately preceding Business Day, in each case with the same force and
effect as if made on such date.

         (d) In the event that there is any money or other property held by
or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the
Securities.

3.       Liquidation Distribution Upon Dissolution

         In the event of any dissolution of the Trust (other than in
connection with the redemption of the Securities), the Trust shall be
liquidated by the Administrative Trustees as expeditiously as the
Administrative Trustees determine to be possible by distributing to the
Holders, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, a Like Amount (as defined below) of the
Debentures, unless such distribution is determined by the Property Trustee
not to be practicable, in which event such Holders will be entitled to
receive out of the assets of the Trust legally available for distribution to
Holders, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the aggregate of the
liquidation amount of $25 per Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution").

         "Like Amount" means (i) with respect to a redemption of the
Securities, Securities having a liquidation amount equal to the principal
amount of Debentures to be paid in accordance with their terms and (ii) with
respect to a distribution of Debentures upon liquidation of the Trust,
Debentures having a principal amount equal to the liquidation amount of the
Securities of the Holder to whom such Debentures are distributed.

         If, upon any such liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets legally
available to pay in full the aggregate Liquidation Distribution, then the
amounts payable directly by the Trust with respect to the Securities shall
be paid on a Pro Rata basis.

                                    A-3

<PAGE>
<PAGE>

4.       Redemption and Distribution

         (a) Redemption of the Securities will occur simultaneously with any
repayment of the Debentures, whether at maturity or earlier prepayment. The
Debentures will mature on ___________, 20 (the "Stated Maturity"), unless
prepaid earlier as provided in this Section 4.

         Upon the repayment of the Debentures in whole or in part, whether
at maturity or earlier prepayment, the proceeds from such repayment shall be
simultaneously applied to redeem Securities having an aggregate liquidation
amount equal to the aggregate principal amount of the Debentures so repaid
at the Redemption Price. The "Redemption Price" shall be $25 per Security
plus an amount equal to unpaid Distributions thereon accumulated to the date
of redemption, payable in cash. If fewer than all the outstanding Securities
are to be so redeemed, the Securities will be redeemed Pro Rata and the
Preferred Securities to be redeemed will be as described in Section 4(f)(ii)
below.

         (b) The Debentures are prepayable prior to the Stated Maturity at
the option of the Debenture Issuer (i) in whole or in part, from time to
time, on or after __________ or (ii) at any time prior to __________, in
whole but not in part, upon the occurrence and continuation of a Special
Event, in either case at a prepayment price (the "Prepayment Price") equal
to 100% of the principal amount thereof plus unpaid interest thereon
(including Compound Interest, if any) accrued to the date of prepayment.

         (c) The following terms used herein shall be defined as follows:

         "Investment Company Event" means that the Administrative Trustees
shall have received an opinion of independent counsel experienced in such
matters, who shall not be an officer or an employee of the Sponsor or any of
its Affiliates, to the effect that, as a result of the occurrence of a
change in law or regulation or a written change (including any announced
prospective change) in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority,
there is more than an insubstantial risk that the Trust is or will be
considered an "investment company" that is required to be registered under
the Investment Company Act, which change or prospective change becomes
effective or would become effective, as the case may be, on or after the
date of the issuance of the Preferred Securities.

         "Special Event" means a Tax Event or an Investment Company Event,
as the case may be.

         "Tax Event" means that the Administrative Trustees shall have
received an opinion of independent tax counsel experienced in such matters,
who shall not be an officer or an employee of the Sponsor or any of its
Affiliates, to the effect that, as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws or any
regulations thereunder of the United States or any political subdivision or
taxing authority thereof or therein or (b) any official administrative

                                    A-4

<PAGE>
<PAGE>

pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such pronouncement or
decision is announced on or after the date of the original issuance of the
Debentures, there is more than an insubstantial risk that (i) the Trust is,
or will be within 90 days of the date of such opinion, subject to United
States federal income tax with respect to income received or accrued on the
Debentures, (ii) interest payable on the Debentures is not, or within 90
days of the date thereof will not be, deductible by the Debenture Issuer, in
whole or in part, for United States federal income tax purposes or (iii) the
Trust is, or will be within 90 days of the date thereof, subject to more
than a de minimis amount of other taxes, duties or other governmental
charges.

         (d) The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions have been paid on
all Securities for all quarterly Distribution periods terminating on or
before the date of redemption.

         (e) The Debenture Issuer will have the right at any time to
dissolve the Trust and cause the Debentures to be distributed to the Holders
subject to the receipt by the Debenture Issuer of an opinion of tax counsel
that Holders will not recognize gain or loss for United States federal
income tax purposes as a result of such distribution or exchange. If the
Debentures are distributed to the Holders and the Preferred Securities are
then listed on an exchange, the Debenture Issuer will use its best efforts
to cause the Debentures to be listed on the NYSE or on such other exchange
as the Preferred Securities are then listed.

         On the date fixed for any distribution of Debentures upon
dissolution of the Trust, (i) the Preferred Securities will no longer be
deemed to be outstanding, (ii) the Clearing Agency or its nominee, as the
record holder of the Preferred Securities, will receive a registered global
certificate or certificates representing the Debentures to be delivered upon
such distribution and (iii) any certificates representing Preferred
Securities not held by the Clearing Agency or its nominee will be deemed to
represent Debentures having an aggregate principal amount equal to the
aggregate liquidation amount of, with an interest rate identical to the
Coupon Rate of, and accrued and unpaid interest equal to accumulated and
unpaid Distributions on, such Preferred Securities until such certificates
are presented to the Debenture Issuer or its agent for transfer or
reissuance.

         (f) Redemption or Distribution Procedures.

             (i) Notice of any prepayment of the Debentures, or notice of
distribution of Debentures in exchange for the Securities (a "Redemption/
Distribution Notice") will be given by the Property Trustee by mail to each
Holder of Securities to be redeemed or exchanged not fewer than 30 nor more
than 60 days before the date fixed for redemption or exchange thereof that,
in the case of a redemption, will be the date fixed for the prepayment of
the Debentures. For purposes of the calculation of the date of redemption or
exchange and the dates on which notices are given pursuant to this Section
4(f)(i), a Redemption/Distribution Notice shall be deemed to be given on the
day such notice is first mailed by first-class mail, postage prepaid, to
Holders. Each


                                    A-5

<PAGE>
<PAGE>

Redemption/Distribution Notice shall be addressed to the Holder at the
address of each such Holder appearing in the books and records of the Trust.
No defect in the Redemption/Distribution Notice or in the mailing of either
thereof with respect to any Holder shall affect the validity of the
redemption or exchange proceedings with respect to any other Holder.

             (ii) In the event that fewer than all the outstanding
Securities are to be redeemed, the Securities to be redeemed shall be
redeemed Pro Rata from each Holder, it being understood that, in respect of
Preferred Securities registered in the name of and held of record by the
Clearing Agency or its nominee, the distribution of the proceeds of such
redemption will be made to each Clearing Agency Participant (or Person on
whose behalf such nominee holds such Securities) in accordance with the
procedures applied by such agency or nominee.

             (iii) If Securities are to be redeemed and the Trust gives a
Redemption/ Distribution Notice, which notice may only be issued if the
Debentures are redeemed as set out in this Section 4 (which notice will be
irrevocable), then by 10:00 a.m., New York City time, on the redemption
date, the Debenture Issuer will deposit with one or more paying agents an
amount of money sufficient to redeem on the redemption date all the
Securities so called for redemption at the Redemption Price. If a
Redemption/Distribution Notice shall have been given and funds deposited as
required, if applicable, then immediately prior to the close of business on
the date of such deposit, or on the redemption date, as applicable,
Distributions will cease to accrue on the Securities so called for
redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders of such Securities to
receive the Redemption Price, but without interest on such Redemption Price.
On presentation and surrender of such Securities at a place of payment
specified in said notice, the said Securities or the specified portions
thereof shall be paid and redeemed by the Trust at the Redemption Price.
Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have
been so called for redemption. If any date fixed for redemption of
Securities is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such date fixed
for redemption. If payment of the Redemption Price in respect of any
Securities is improperly withheld or refused and not paid either by the
Property Trustee or by the Sponsor as guarantor pursuant to the Common
Securities Guarantee or Preferred Securities Guarantee, as applicable,
Distributions on such Securities will continue to accumulate from the
original redemption date to the actual date of payment, in which case the
actual payment date will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.

             (iv) The Trust shall not be required to (i) issue or register
the transfer or exchange of any Securities during a period beginning at the
opening of business 15 days


                                    A-6

<PAGE>
<PAGE>

before the mailing of a notice of redemption of Securities and ending at the
close of business on the day of the mailing of the relevant notice of
redemption and (ii) register the transfer or exchange of any Securities so
selected for redemption in whole or in part, except the unredeemed portion
of any Securities being redeemed in part.

             (v) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws), the Sponsor or
any of its subsidiaries may at any time and from time to time purchase
outstanding Preferred Securities by tender, in the open market or by private
agreement.

5.       Voting Rights - Preferred Securities

         (a) Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

         (b) Subject to the requirements set forth in the immediately
following paragraph, the Holders of a Majority in liquidation amount of the
Preferred Securities, voting separately as a class, have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Property Trustee, or to direct the exercise of any trust or
power conferred upon the Property Trustee under the Declaration, including
the right to direct the Property Trustee, as holder of the Debentures, to
(i) exercise the remedies available to it as holder of the Debentures, (ii)
waive any past Event of Default and its consequences that is waivable under
the Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Debentures shall be due and payable; or (iv)
consent to any amendment, modification or termination of the Indenture or
the Debentures where such consent shall be required; provided, however, that
where a consent or action under the Indenture would require the consent or
act of a Super Majority, only the Holders of at least such Super Majority in
aggregate liquidation amount of the Preferred Securities may direct the
Property Trustee to give such consent or take such action; and provided
further, that where a consent or action under the Indenture is only
effective against each holder of Debentures who has consented thereto, such
consent or action will only be effective against a Holder of Preferred
Securities who directs the Property Trustee to give such consent or take
such action. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
If the Property Trustee fails to enforce its rights under the Debentures
after a holder of record of Preferred Securities has made a written
requests, such Holder of Preferred Securities may, to the fullest extent
permitted by law, institute a legal proceeding directly against the
Debenture Issuer to enforce the Property Trustee's rights under the
Debentures without first instituting any legal proceeding against the
Property Trustee or any other Person.

         Notwithstanding the foregoing, if an Event of Default has occurred
and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay interest on or principal of the Debentures on the
date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder


                                    A-7

<PAGE>
<PAGE>

of Preferred Securities may institute a Direct Action for enforcement of
payment to such Holder of the principal of or interest on the Debentures
having an aggregate principal amount equal to the aggregate liquidation
amount of the Preferred Securities of such Holder on or after the respective
due date specified in the Debentures. Notwithstanding any payments made to
such Holder of Preferred Securities by the Debenture Issuer in connection
with a Direct Action, the Debenture Issuer shall remain obligated to pay the
principal of or interest on the Debentures held by the Trust or the Property
Trustee of the Trust, and the Holders of the Common Securities shall be
subrogated to the rights of the Holder of such Preferred Securities with
respect to payments on the Preferred Securities under the Declaration to the
extent of any payments made by the Debenture Issuer to such Holder in any
Direct Action provided, however, that the Holder has received full payment
in respect of such Preferred Securities. Except as provided in this
paragraph, the Holders of Preferred Securities will not be able to exercise
directly any other remedy available to the holders of the Debentures.

         Except with respect to directing the time, method and place of
conducting a proceeding for a remedy, the Property Trustee shall not take
any of the actions described in clauses (i) through (iv) above unless the
Property Trustee has obtained an opinion of tax counsel experienced in such
matters to the effect that, taking such action into account, the Trust will
continue to be classified as a grantor trust for United States federal
income tax purposes.

         Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for
such purpose, at a meeting of all of the Holders of Securities or pursuant
to written consent without a meeting and without prior notice. The
Administrative Trustees will cause a notice of any meeting at which Holders
of Preferred Securities are entitled to vote to be mailed to each Holder of
record of Preferred Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote and (iii) instructions for the delivery of proxies.

         No vote or consent of the Holders of the Preferred Securities will
be required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms
of the Securities.

         Notwithstanding that Holders of Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of
the Preferred Securities that are owned by the Sponsor or any Affiliate of
the Sponsor shall not be entitled to vote or consent and shall, for purposes
or such vote or consent, be treated as if they were not outstanding.

                                    A-8

<PAGE>
<PAGE>

6.       Voting Rights - Common Securities

         (a) Except as provided under Sections 6(b), (c) and 7 and as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

         (b) The Holders of the Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees.

         (c) Subject to Section 2.6 of the Declaration and only after the
Event of Default with respect to the Preferred Securities has been cured,
waived, or otherwise eliminated and subject to the requirements of the
second to last sentence of this paragraph, the Holders of a Majority in
liquidation amount of the Common Securities, voting separately as a class,
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Property Trustee, or to direct
the exercise of any trust or power conferred upon the Property Trustee under
the Declaration, including the right to direct the Property Trustee as
holder of the Debentures to (i) exercise the remedies available to it as
holder of the Debentures, or exercising any trust or power conferred on the
Debenture Trustee with respect to the Debentures, (ii) waive any past Event
of Default and its consequences that is waivable under the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of
all the Debentures shall be due and payable; or (iv) consent to any
amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required; provided, however, that, where a
consent or action under the Indenture would require the consent or act of a
Super Majority, only the Holders of at least such Super Majority in
aggregate liquidation of the Common Securities may direct the Property
Trustee to give such consent or take such action; and provided further that
where a consent or action under the Indenture is only effective against each
holder of Debentures who has consented thereto, such consent or action will
only be effective against a Holder of Common Securities who directs the
Property Trustee to give such consent or take such action. The Property
Trustee shall not revoke any action previously authorized or approved by a
vote of the Holders of the Preferred Securities. If the Property Trustee
fails to enforce its rights under the Debentures after a holder of record of
Common Securities has made a written request, such Holder of Common
Securities may, to the fullest extent permitted by law, institute a legal
proceeding directly against the Debenture Issuer to enforce the Property
Trustee's rights under the Debentures without first instituting any legal
proceeding against the Property Trustee or any other Person.

         Except with respect to directing the time, method and place of
conducting a proceeding for a remedy, the Property Trustee shall not take
any of the actions described in clauses (i) through (iv) above unless the
Property Trustee has obtained an opinion of tax counsel experienced in such
matters to the effect that, taking such action into account, the Trust will
continue to be classified as a grantor trust for United States federal
income tax purposes.

                                    A-9

<PAGE>
<PAGE>

         Any approval or direction of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened for
such purpose, at a meeting of all of the Holders of Securities in the Trust
or pursuant to written consent without a meeting and without prior written
notice. The Administrative Trustees will cause a notice of any meeting at
which Holders of Common Securities are entitled to vote to be mailed to each
Holder of record of Common Securities. Each such notice will include a
statement setting forth (i) the date of such meeting, (ii) a description of
any resolution proposed for adoption at such meeting on which such Holders
are entitled to vote and (iii) instructions for the delivery of proxies.

         No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms
of the Securities.

7.       Amendments to Declaration and Indenture

         (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or
the Administrative Trustees otherwise propose to effect, (i) any action that
would adversely affect the rights, privileges or preferences of the
Securities, whether by way of amendment to the Declaration or otherwise, or
(ii) the dissolution, winding-up or termination of the Trust, other than as
described in Section 8.1 of the Declaration, then the Holders of outstanding
Securities as a class will be entitled to vote on such amendment or proposal
(but not on any other amendment or proposal) and such amendment or proposal
shall not be effective except with the approval of the Holders of at least a
Majority in liquidation amount of the Securities, voting together as a
single class; provided, however, if any amendment or proposal referred to in
clause (i) above would adversely affect only the Preferred Securities or
only the Common Securities, then only the affected class will be entitled to
vote on such amendment or proposal and such amendment or proposal shall not
be effective except with the approval of a Majority in liquidation amount of
such class of Securities; and provided further, that (w) no such amendment
or proposal which would reduce the principal amount or the distribution rate
or change the payment dates or maturity of the Preferred Securities shall be
permitted without the consent of each Holder of Preferred Securities, (x)
Section 9.1(c) and Section 12.1 of the Declaration shall not be amended
without the consent of all of the Holders of the Securities, (y) Article IV
of the Declaration shall not be amended without the consent of the Holders
of a Majority in liquidation amount of the Common Securities, and (z) the
rights of the Holders of the Common Securities under Article V to increase
or decrease the number of, and appoint and remove, Trustees shall not be
amended without the consent of the Holders of a Majority in liquidation
amount of the Common Securities.

         (b) In the event the consent of the Property Trustee as the holder
of the Debentures is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Debentures,
the Property Trustee shall request the written direction of the Holders of
the Securities with respect to such amendment, modification or termination
and shall vote with respect to such amendment, modification


                                    A-10

<PAGE>
<PAGE>

or termination as directed by a Majority in liquidation amount of the
Preferred Securities, and if no Event of Default has occurred and is
continuing, a Majority in liquidation amount of the Common Securities voting
together as a single class; provided, however, that where a consent under
the Indenture would require the consent of a Super Majority, the Property
Trustee may only give such consent at the direction of the Holders of at
least the proportion in liquidation amount of the Securities that the
relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding; provided, further, that the Property Trustee shall
not take any action in accordance with the directions of the Holders of the
Securities under this Section 7(b) unless the Property Trustee has obtained
an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action.

8.       Pro Rata

         A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each
Holder of Securities according to the aggregate liquidation amount of the
Securities held by the relevant Holder in relation to the aggregate
liquidation amount of all Securities outstanding unless, in relation to a
payment, an Event of Default under the Declaration has occurred and is
continuing, in which case any funds available to make such payment shall be
paid first to each Holder of the Preferred Securities pro rata according to
the aggregate liquidation amount of Preferred Securities held by the
relevant Holder relative to the aggregate liquidation amount of all
Preferred Securities outstanding, and only after satisfaction of all amounts
owed to the Holders of the Preferred Securities, to each Holder of Common
Securities pro rata according to the aggregate liquidation amount of Common
Securities held by the relevant Holder relative to the aggregate liquidation
amount of all Common Securities outstanding.

9.       Ranking

         The Preferred Securities rank pari passu and payment thereon shall
be made Pro Rata with the Common Securities except that, where an Event of
Default occurs and is continuing under the Indenture in respect of the
Debentures held by the Property Trustee, the rights of Holders of the Common
Securities to payment in respect of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights to
payment of the Holders of the Preferred Securities.

10.      Listing

         The Administrative Trustees shall use their best efforts to cause
the Preferred Securities to be listed for quotation on the New York Stock
Exchange.

                                    A-11

<PAGE>
<PAGE>

11.      Acceptance of Securities Guarantee and Indenture

         Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Declaration and to the
provisions of the Preferred Securities Guarantee and the Common Securities
Guarantee, respectively, including the subordination provisions therein and
to the provisions of the Indenture, including the subordination provisions
therein.

12.      No Preemptive Rights

         The Holders of the Securities shall have no preemptive or similar
rights to subscribe for any additional securities.

13.      Miscellaneous

         These terms constitute a part of the Declaration.

         The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be
appropriate), and the Indenture to a Holder without charge on written
request to the Sponsor at its principal place of business.





                                    A-12

<PAGE>
<PAGE>

                                 EXHIBIT A-1
                   FORM OF PREFERRED SECURITY CERTIFICATE

         [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT --
THIS PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY.
THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS
PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSTIARY) MAY
BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

         UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
NEW YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]

Certificate Number -01-            Number of Preferred Securities __________

                                                    CUSIP NO. _________

                 Certificate Evidencing Preferred Securities

                                     of

                           Laclede Capital Trust I

              ____% Trust Originated Preferred Securities (SM)
        ("TOPrS"(SM)) (liquidation amount $25 per Preferred Security)

         Laclede Capital Trust I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede
& Co. (the "Holder") is the registered owner of preferred securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the ____% Trust Originated Preferred


                                    A1-1

<PAGE>
<PAGE>

Securities (SM) (liquidation amount $25 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities represented hereby
are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of
______________, 2002, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms
used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Preferred
Securities Guarantee to the extent provided therein. The Sponsor will
provide a copy of the Declaration, the Preferred Securities Guarantee and
the Indenture to the Holder without charge upon written request to the
Sponsor at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the
Preferred Securities as evidence of indirect beneficial ownership in the
Debentures.

         This Preferred Security Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware without
regard to principles of conflicts of law thereof.

         IN WITNESS WHEREOF, the Trust has executed this certificate this
_____ day of ___________, 2002.


                                       ________________________________________
                                       Douglas H. Yaeger, as Administrative
                                       Trustee




                                    A1-2

<PAGE>
<PAGE>


                    -------------------------------------
                                 ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:


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

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

----------------------------------------------------------------------------
      (Insert assignee's social security or tax identification number)



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

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

----------------------------------------------------------------------------
                 (Insert address and zip code of assignee)

and irrevocably appoints


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

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

agent to transfer this Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:
      -----------------------------------------------

Signature:
           ------------------------------------------

(Sign exactly as your name appears on the other side of this Preferred
Security Certificate)




                                    A1-3

<PAGE>
<PAGE>

                                 EXHIBIT A-2
                     FORM OF COMMON SECURITY CERTIFICATE

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN LIMITED CIRCUMSTANCES
DESCRIBED IN THE DECLARATION (AS DEFINED BELOW).


Certificate Number                       Number of Common Securities __________

                  Certificate Evidencing Common Securities

                                     of

                           Laclede Capital Trust I

                  ____% Trust Originated Common Securities
                (liquidation amount $25 per Common Security)

         Laclede Capital Trust I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that The
Laclede Group, Inc. (the "Holder"), is the registered owner of common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the ___% Trust Originated Common Securities
(liquidation amount $25 per Common Security) (the "Common Securities").
Except as provided in the Declaration (as defined below), the Common
Securities are not transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate
duly endorsed and in proper form for transfer. The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust
of the Trust dated as of _____________, 2002 as the same may be amended from
time to time (the "Declaration"), including the designation of the terms of
the Common Securities as set forth in Annex I to the Declaration.
Capitalized terms used herein but not defined shall have the meaning given
them in the Declaration. The Holder is entitled to the benefits of the
Common Securities Guarantee to the extent provided therein. The Sponsor will
provide a copy of the Declaration, the Common Securities Guarantee and the
Indenture to the Holder without charge upon written request to the Sponsor
at its principal place of business.

         Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness and the Common
Securities as evidence of indirect beneficial ownership in the Debentures.

                                    A2-1

<PAGE>
<PAGE>

         This Common Security Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to
principles of conflict of laws thereof.


         IN WITNESS WHEREOF, the Trust has executed this certificate this
_____ day of ____________, 2002.




                               ________________________________________________
                               Douglas H. Yaeger, as Administrative Trustee




                                    A2-2

<PAGE>
<PAGE>

                                  EXHIBIT B
                            SPECIMEN OF DEBENTURE

No.
$________
CUSIP NO.

                           THE LACLEDE GROUP, INC.
              ____% SUBORDINATED DEFERRABLE INTEREST DEBENTURES
                               DUE _________20

         The Laclede Group, Inc., a Missouri corporation (the "Issuer,"
which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to The
Bank of New York, not in its individual capacity, but solely as Property
Trustee of Laclede Capital Trust I (the "Trust"), or registered assigns, the
principal sum of _________________________ Dollars ($__________) on
______________, 20___, and to pay interest on said principal sum from
___________, 2002, quarterly (subject to deferral as set forth herein) in
arrears on _________, _______, __________ and _____________ of each year
(each such date, an "Interest Payment Date"), commencing __________________,
2002 at the rate of ____% per annum until the principal hereof shall have
become due and payable, and on any overdue principal and premium, if any,
and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at
the same rate per annum compounded quarterly. The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day months. In the event that any date on which interest
is payable on this Debenture is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the person in whose name this Debenture (or one or
more Predecessor Securities, as defined in said Indenture) is registered at
the close of business on the regular record date for such interest
installment, which shall be the close of business on the Business Day next
preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE
INDENTURE THE DEBENTURES ARE NO LONGER REPRESENTED BY A GLOBAL DEBENTURE --
which shall be the close of business on the _____ day of the month in which
such Interest Payment Date occurs.] If and to the extent the Issuer shall
default in the payment of the interest due on such Interest Payment Date,
interest shall be paid to the person in whose name this Debenture is
registered at the close of business on a subsequent record date (which shall
not be less than five Business Days prior to the date of payment of such
defaulted interest) established by notice given by mail by or on behalf of
the Issuer to the Holder of this Debenture not less than 15 days preceding
such subsequent Record Date. The principal of (and premium, if any) and the
interest on this Debenture shall be payable


                                    B-1

<PAGE>
<PAGE>

at the office or agency of the Trustee in the Borough of Manhattan, the City
of New York maintained for that purpose in any coin or currency of the
United States of America that at the time is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Issuer by check mailed to the registered Holder at
such address as shall appear in the Security Register or by wire transfer to
an account maintained by the Holder. Notwithstanding the foregoing, so long
as the Holder of this Debenture is the Property Trustee, the payment of the
principal of (and premium, if any) and interest on this Debenture will be
made at such place and to such account as may be designated by the Property
Trustee.

         The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debenture is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Debenture, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his or
her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints the
Trustee as his or her attorney-in-fact for any and all such purposes. Each
Holder hereof, by his or her acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

         This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been
signed by or on behalf of the Trustee.

         The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.

         This Debenture shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of
conflict of laws thereof.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
executed this      day of           , 2002.
              ----        ----------

                                        THE LACLEDE GROUP, INC.


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

Attest:

By:
    -------------------------------
        Corporate Secretary



                                    B-2

<PAGE>
<PAGE>

                        CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series of Securities described
in the within-mentioned Indenture.

                                     THE BANK OF NEW YORK, as Trustee



                                     By:
                                         --------------------------------------
                                                  Authorized Signatory

                                     Dated:
                                           ------------------------------------







                                    B-3

<PAGE>
<PAGE>

                         (FORM OF REVERSE OF DEBENTURE)

         This Debenture is one of a duly authorized series of Securities of
the Issuer (herein sometimes referred to as the "Debentures"), specified in
the Indenture, all issued or to be issued in one or more series under and
pursuant to an Indenture dated as of ___________, 2002, duly executed and
delivered between the Issuer and The Bank of New York, a New York banking
corporation, as Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of ____________, 2002, between the Issuer
and the Trustee (the Indenture as so supplemented, the "Indenture"), to
which Indenture reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the Holders of the Debentures. By the terms of the
Indenture, the Debentures are issuable in series that may vary as to amount,
date of maturity, rate of interest and in other respects as provided in the
Indenture. This series of Debentures is limited in aggregate principal
amount as specified in said First Supplemental Indenture.

         The Issuer shall have the right to redeem this Debenture at the
option of the Issuer, without premium or penalty, in whole or in part at any
time on or after ____________, 200__, or at any time in certain
circumstances upon the occurrence of a Special Event, at a redemption price
equal to 100% of the principal amount plus any accrued but unpaid interest,
to the date of such redemption. Any redemption pursuant to this paragraph
will be made upon not less than 30 days' nor more than 60 days' notice. If
the Debentures are only partially redeemed by the Issuer pursuant to an
Optional Redemption, the Debentures will be redeemed pro rata.

         In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation
hereof.

         In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all of the Debentures may
be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.

         The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of a majority in aggregate
principal amount of the Debentures and other Indenture securities of each
series affected at the time Outstanding and affected (voting as one class),
as defined in the Indenture, to execute supplemental indentures for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or
of modifying in any manner the rights of the Holders of the Debentures;
provided, however, that the Issuer and the Trustee may not, without the
consent of the Holder of each Debenture then Outstanding and affected
thereby: (a) change the time of payment of the principal (or any
installment) of any Debenture, or reduce the principal amount thereof, or
reduce the rate or change the time of payment of interest thereon, or impair
the right to institute suit for the enforcement of any payment on any
Debenture when due or (b) reduce the percentage


                                    B-4

<PAGE>
<PAGE>

in principal amount of the Debentures, the consent of whose Holders is
required for any such modification or for any waiver provided for in the
Indenture. The Indenture also contains provisions providing that prior to
the acceleration of the maturity of any Debenture or other securities
outstanding under the Indenture, the Holders of a majority in aggregate
principal amount of Debentures of and other Securities Outstanding under the
Indenture with respect to which a default or an Event of Default shall have
occurred and be continuing (voting as one class) may on behalf of the
Holders of all such affected Securities (including the Debentures) waive any
past default and its consequences, except a default or an Event of Default
in respect of a covenant or provision of the Indenture or of any Debenture
or other Security that cannot be modified or amended without the consent of
the Holder of each Debenture or other Security affected. Any such consent or
waiver by the registered Holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder
and upon all future Holders and owners of this Debenture and of any
Debenture issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Debenture.

         No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at
the rate and in the money herein prescribed.

         The Issuer shall have the right at any time during the term of the
Debentures and from time to time to extend the interest payment period of
such Debentures for up to 20 consecutive quarters (an "Extended Interest
Payment Period"), at the end of which period the Issuer shall pay all
interest then accrued and unpaid (together with interest thereon at the rate
specified for the Debentures to the extent that payment of such interest is
enforceable under applicable law). Before the termination of any such
Extended Interest Payment Period, the Issuer may further extend such
Extended Interest Payment Period, provided that such Extended Interest
Payment Period together with all such further extensions hereof shall not
exceed 20 consecutive quarters. At the termination of any such Extended
Interest Payment Period and upon the payment of all accrued and unpaid
interest and any additional amounts then due, the Issuer may commence a new
Extended Interest Payment Period.

         As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the registered Holder
hereof on the Security Register of the Issuer, upon surrender of this
Debenture for registration of transfer at the office or agency of the
Trustee in the City and State of New York accompanied by a written
instrument or instruments of transfer in form satisfactory to the Issuer or
the Trustee duly executed by the registered Holder hereof or his or her
attorney duly authorized in writing, and thereupon one or more new
Debentures of authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

                                    B-5

<PAGE>
<PAGE>

         Prior to due presentment for registration of transfer of this
Debenture, the Issuer, the Trustee, any paying agent and the Security
Registrar may deem and treat the registered Holder hereof as the absolute
owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of
or on account of the principal hereof and premium, if any, and interest due
hereon and for all other purposes, and neither the Issuer nor the Trustee
nor any paying agent nor any Security Registrar shall be affected by any
notice to the contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Issuer or of any predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.

         Debentures of this series so issued are issuable only in registered
form without coupons in denominations of $25 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
herein and therein set forth, Debentures of this series so issued are
exchangeable for a like aggregate principal amount of Debentures of this
series in authorized denominations, as requested by the Holder surrendering
the same.

         All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                         [End of Form of Debenture]




                                    B-6

<PAGE>
<PAGE>

                                  EXHIBIT C

                           UNDERWRITING AGREEMENT

                          See Form 8-K Exhibit 1.1







                                    C-1

<PAGE>
<PAGE>

                                  EXHIBIT D
                             FORM OF TAX OPINION

Based solely upon the foregoing, we are of the opinion that under current
United States federal income tax law:

         (1)      The Trust will be classified as a grantor trust and not as
                  an association taxable as a corporation. Accordingly, for
                  United States federal income tax purposes, each holder of
                  [the Securities] will generally be considered the owner of
                  an undivided interest in the Subordinated Debentures, and
                  each holder will be required to include in its gross
                  income any original issue discount accrued with respect to
                  its allocable share of those Subordinated Debentures.

         (2)      The Subordinated Debentures will be classified for United
                  States federal income tax purposes as indebtedness of the
                  Debenture Issuer.

         (3)      Although the discussion set forth in the Prospectus
                  Supplement under the heading "CERTAIN UNITED STATES
                  FEDERAL INCOME TAX CONSEQUENCES" does not purport to
                  discuss all possible United States federal income tax
                  consequences of the purchase, ownership and disposition of
                  [the Securities], in our opinion such discussion
                  constitutes, in all material respects, a fair and accurate
                  summary of the United States federal income tax
                  consequences of the purchase, ownership and disposition of
                  [the Securities] under current law.














                                    D-1