<PAGE>

                                                                     Exhibit 4.4
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                        ------------------------------

                            AGL CAPITAL CORPORATION


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

                                   INDENTURE


                         Dated as of ________________


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

                              THE BANK OF NEW YORK


                                  as Trustee


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


            [ ]% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES




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<PAGE>

                             Cross-Reference Table

Section of Trust Indenture
Act of 1939, as amended                                     Section of Indenture

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310(a)(1)..........................................................        6.09
   (a)(2).. .......................................................        6.09
310(a)(3)..........................................................         N/A
   (a)(4)..........................................................         N/A
310(a)(5)..........................................................  6.10, 6.11
310(b).............................................................        6.08
310(c).............................................................         N/A
311(a) and (b).....................................................        6.13
311(c).............................................................          NA
312(a).............................................................        4.02
312(b) and (c).....................................................        4.02
313(a).............................................................        4.04
313(b)(1)..........................................................        4.04
313(b)(2)..........................................................        4.04
313(c).............................................................        4.04
313(d).............................................................        4.04
314(a).............................................................        4.03
314(b).............................................................         N/A
314(c)(1) and (2)..................................................        6.07
314(c)(3)..........................................................         N/A
314(d) ............................................................         N/A
314(e).............................................................        6.07
314(f) ............................................................         N/A
315(a)(c) and (d)..................................................        6.01
315(b) ............................................................        5.08
315(e) ............................................................        5.09
316(a)(1) .........................................................        5.07
316(a)(2) .........................................................         N/A
316(b) ............................................................        9.02
317(a) ............................................................        5.05
317(b) ............................................................        6.05
318(a) ............................................................       13.08


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     THIS CROSS REFERENCE TABLE IS NOT PART OF THE INDENTURE AS EXECUTED.
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
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ARTICLE I  DEFINITIONS.........................................................................................     1

     SECTION 1.01    Definitions...............................................................................     1

ARTICLE II SECURITIES..........................................................................................     8

     SECTION 2.01    Forms Generally...........................................................................     8

     SECTION 2.02    Execution and Authentication..............................................................     8

     SECTION 2.03    Form and Payment..........................................................................     8

     SECTION 2.04    Global Security...........................................................................     9

     SECTION 2.05    Interest..................................................................................    10

     SECTION 2.06    Transfer and Exchange.....................................................................    11

     SECTION 2.07    Replacement Securities....................................................................    12

     SECTION 2.08    Temporary Securities......................................................................    12

     SECTION 2.09    Cancellation..............................................................................    13

     SECTION 2.10    Defaulted Interest........................................................................    13

     SECTION 2.11    CUSIP Numbers.............................................................................    14

ARTICLE III PARTICULAR COVENANTS OF THE COMPANY.................................................................   14

     SECTION 3.01    Payment of Principal, Premium and Interest................................................    14

     SECTION 3.02    Offices for Notices and Payments, etc.....................................................    14

     SECTION 3.03    Appointments to Fill Vacancies in Trustee's Office........................................    15

     SECTION 3.04    Provision as to Paying Agent..............................................................    15

     SECTION 3.05    Certificate to Trustee....................................................................    16

     SECTION 3.06    Compliance with Consolidation Provisions..................................................    16

     SECTION 3.07    Limitation on Dividends...................................................................    16

     SECTION 3.08    Covenants as to AGL Capital Trust III.....................................................    17

     SECTION 3.09    Payment of Expenses.......................................................................    17

     SECTION 3.10    Payment Upon Resignation or Removal.......................................................    18

     SECTION 3.11    Waiver of Certain Covenants...............................................................    18

ARTICLE IV SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE...................................    19

     SECTION 4.01    Securityholders' Lists....................................................................    19

     SECTION 4.02    Preservation and Disclosure of Lists......................................................    19
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                               TABLE OF CONTENTS
                                  (continued)

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     SECTION 4.03    Reports by Company........................................................................    20

     SECTION 4.04    Reports by the Trustee....................................................................    21

ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT......................................    22

     SECTION 5.01    Events of Default.........................................................................    22

     SECTION 5.02    Payment of Securities on Default; Suit Therefor...........................................    23

     SECTION 5.03    Application of Moneys Collected by Trustee................................................    25

     SECTION 5.04    Proceedings by Securityholders............................................................    26

     SECTION 5.05    Proceedings by Trustee....................................................................    26

     SECTION 5.06    Remedies Cumulative and Continuing........................................................    27

     SECTION 5.07    Direction of Proceedings and Waiver of Defaults by Majority of Securityholders............    27

     SECTION 5.08    Notice of Defaults........................................................................    27

     SECTION 5.09    Undertaking to Pay Costs..................................................................    28

ARTICLE VI CONCERNING THE TRUSTEE..............................................................................    28

     SECTION 6.01    Duties and Responsibilities of Trustee....................................................    28

     SECTION 6.02    Reliance on Documents, Opinions, etc......................................................    29

     SECTION 6.03    No Responsibility for Recitals, etc.......................................................    31

     SECTION 6.04    Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
                     Securities................................................................................    31

     SECTION 6.05    Moneys to be Held in Trust................................................................    31

     SECTION 6.06    Compensation and Expenses of Trustee......................................................    31

     SECTION 6.07    Officers' Certificate as Evidence.........................................................    32

     SECTION 6.08    Conflicting Interest of Trustee...........................................................    32

     SECTION 6.09    Eligibility of Trustee....................................................................    32

     SECTION 6.10    Resignation or Removal of Trustee.........................................................    33

     SECTION 6.11    Acceptance by Successor Trustee...........................................................    34

     SECTION 6.12    Succession by Merger, etc.................................................................    35

     SECTION 6.13    Limitation on Rights of Trustee as a Creditor.............................................    35

     SECTION 6.14    Authenticating Agents.....................................................................    35

ARTICLE VII CONCERNING THE SECURITYHOLDERS.....................................................................    36
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                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
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     SECTION 7.01    Action by Securityholders.................................................................    36

     SECTION 7.02    Proof of Execution by Securityholders.....................................................    37

     SECTION 7.03    Who Are Deemed Absolute Owners............................................................    37

     SECTION 7.04    Securities Owned by Company Deemed Not Outstanding........................................    38

     SECTION 7.05    Revocation of Consents; Future Holders Bound..............................................    38

ARTICLE VIII SECURITYHOLDERS' MEETINGS.........................................................................    38

     SECTION 8.01    Purposes of Meetings......................................................................    38

     SECTION 8.02    Call of Meetings by Trustee...............................................................    39

     SECTION 8.03    Call of Meetings by Company or Securityholders............................................    39

     SECTION 8.04    Qualifications for Voting.................................................................    39

     SECTION 8.05    Regulations...............................................................................    40

     SECTION 8.06    Voting....................................................................................    40

ARTICLE IX AMENDMENTS..........................................................................................    41

     SECTION 9.01    Without Consent of Securityholders........................................................    41

     SECTION 9.02    With Consent of Securityholders...........................................................    42

     SECTION 9.03    Compliance with Trust Indenture Act; Effect of Supplemental Indentures....................    43

     SECTION 9.04    Notation on Securities....................................................................    43

     SECTION 9.05    Evidence of Compliance of Supplemental Indenture to be Furnished Trustee..................    43

ARTICLE X CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE....................................................    44

     SECTION 10.01   Company May Consolidate, etc., on Certain Terms...........................................    44

     SECTION 10.02   Successor Corporation to be Substituted for Company.......................................    44

     SECTION 10.03   Opinion of Counsel to be Given Trustee....................................................    45

ARTICLE XI SATISFACTION AND DISCHARGE OF INDENTURE.............................................................    45

     SECTION 11.01   Discharge of Indenture....................................................................    45

     SECTION 11.02   Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee...........    46

     SECTION 11.03   Paying Agent to Repay Moneys Held.........................................................    46

     SECTION 11.04   Return of Unclaimed Moneys................................................................    46
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                               TABLE OF CONTENTS
                                  (continued)

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     SECTION 11.05   Defeasance Upon Deposit of Moneys or U.S. Government Obligations..........................    46

ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS....................................    48

     SECTION 12.01   Indenture and Securities Solely Corporate Obligations.....................................    48

ARTICLE XIII MISCELLANEOUS PROVISIONS..........................................................................    48

     SECTION 13.01   Successors................................................................................    48

     SECTION 13.02   Official Acts by Successor Corporation....................................................    48

     SECTION 13.03   Surrender of Company Powers...............................................................    48

     SECTION 13.04   Addresses for Notices, etc................................................................    48

     SECTION 13.05   Governing Law.............................................................................    49

     SECTION 13.06   Evidence of Compliance with Conditions Precedent..........................................    49

     SECTION 13.07   Business Days.............................................................................    49

     SECTION 13.08   Trust Indenture Act to Control............................................................    49

     SECTION 13.09   Table of Contents, Headings, etc..........................................................    50

     SECTION 13.10   Execution in Counterparts.................................................................    50

     SECTION 13.11   Separability..............................................................................    50

     SECTION 13.12   Assignment................................................................................    50

     SECTION 13.13   Acknowledgment of Rights..................................................................    50

ARTICLE XIV REDEMPTION OF SECURITIES -- MANDATORY AND OPTIONAL SINKING FUND....................................    51

     SECTION 14.01   Special Event Redemption..................................................................    51

     SECTION 14.02   Optional Redemption by Company............................................................    51

     SECTION 14.03   No Sinking Fund...........................................................................    52

     SECTION 14.04   Notice of Redemption; Selection of Securities.............................................    52

     SECTION 14.05   Payment of Securities Called for Redemption...............................................    52

ARTICLE XV SUBORDINATION OF SECURITIES.........................................................................    53

     SECTION 15.01   Agreement to Subordinate..................................................................    53

     SECTION 15.02   Default on Senior Indebtedness............................................................    53

     SECTION 15.03   Liquidation; Dissolution; Bankruptcy......................................................    54

     SECTION 15.04   Subrogation...............................................................................    55
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                               TABLE OF CONTENTS
                                  (continued)

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     SECTION 15.05   Trustee to Effectuate Subordination.......................................................    56

     SECTION 15.06   Notice by the Company.....................................................................    56

     SECTION 15.07   Rights of the Trustee; Holders of Senior Indebtedness.....................................    57

     SECTION 15.08   Subordination May Not Be Impaired.........................................................    57

ARTICLE XVI  EXTENSION OF INTEREST PAYMENT PERIOD..............................................................    58

     SECTION 16.01   Extension of Interest Payment Period......................................................    58

     SECTION 16.02   Notice of Extension.......................................................................    58

ARTICLE XVII  GUARANTEE........................................................................................    59

     SECTION 17.01   Guarantee.................................................................................    59

     SECTION 17.02   Delivery of Guarantee.....................................................................    60

EXHIBIT A
</TABLE>

                                      -v-
<PAGE>


          THIS INDENTURE, dated as of [_____________], between AGL Capital
Corporation, a Nevada corporation (hereinafter sometimes called the "Company"),
AGL Resources Inc., a Georgia corporation (hereinafter sometimes called the
"Guarantor"), and The Bank of New York, a New York banking corporation, as
trustee (hereinafter sometimes called the "Trustee"),

                             W I T N E S S E T H :

          In consideration of the premises and the purchase of the Securities by
the holders thereof, the Company and AGL Resources Inc. covenant and agree with
the Trustee for the equal and proportionate benefit of the respective holders
from time to time of the Securities, as follows:

                                   ARTICLE I

                                  DEFINITIONS

SECTION 1.01      Definitions.

     The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), or which are by
reference therein defined in the Securities Act, shall (except as herein
otherwise expressly provided or unless the context otherwise requires) have the
meanings assigned to such terms in the Trust Indenture Act and in the Securities
Act as in force at the date of this Indenture as originally executed. The
following terms have the meanings given to them in the Trust Agreement: (i)
Clearing Agency; (ii) Delaware Trustee; (iii) Property Trustee; (iv)
Administrative Trustees; (v) Underwriting Agreement; and (vi) Distributions. All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. Headings are used for convenience of reference only and do
not affect interpretation. The singular includes the plural and vice versa.

     "Additional Interest" shall have the meaning set forth in Section 2.05(c).

     "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding the power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the

                                       1
<PAGE>

specified Person, and (f) if the specified Person is an individual, any entity
of which the specified Person is an officer, director or general partner.

         "AGL Capital Trust III" shall mean AGL Capital Trust III, a Delaware
business trust created for the purpose of issuing its undivided beneficial
interests in connection with the issuance of Securities under this Indenture.

         "Authenticating Agent" shall mean any agent or agents of the Trustee
which at the time shall be appointed and acting pursuant to Section 6.14.

         "Bankruptcy Law" shall mean Title 11, U.S. Code, or any similar federal
or state law for the relief of debtors.

         "Board of Directors" shall mean either the Board of Directors of the
Company or any duly authorized committee of that board.

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

         "Business Day" shall mean, with respect to any series of Securities,
any day other than a Saturday or a Sunday or a day on which banking institutions
in the city of New York, New York or Atlanta, Georgia are authorized or required
by law or executive order to close.

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

         "Common Securities" shall mean undivided beneficial interests in the
assets of AGL Capital Trust III which rank pari passu with Trust Preferred
Securities issued by AGL Capital Trust III; provided, however, that if an Event
of Default has occurred and is continuing, no payments in respect of
Distributions on, or payments upon liquidation, redemption or otherwise with
respect to, the Common Securities shall be made until the holders of the Trust
Preferred Securities shall be paid in full the Distributions and the
liquidation, redemption and other payments to which they are entitled.

         "Common Stock" shall mean the Common Stock, par value $.01 per share,
of the Company or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

         "Company" shall mean AGL Capital Corporation, a Nevada corporation,
and, subject to the provisions of Article X, shall include its successors and
assigns.

         "Company Request" or "Company Order" shall mean a written request or
order signed in the name of the Company by the Chairman, the Chief Executive
Officer, the President, a Vice

                                       2
<PAGE>

Chairman, a Vice President, the Treasurer, the Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

         "Compounded Interest" shall have the meaning set forth in Section
16.01.

         "Custodian" shall mean any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

         "Declaration Event of Default" means an "Event of Default" as defined
in and under the Trust Agreement.

         "Default" means any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

         "Deferred Interest" shall have the meaning set forth in Section 16.01.

         "Definitive Securities" shall mean those securities issued in fully
registered certificated form not otherwise in global form.

         "Depositary" shall mean, with respect to Securities of any series, for
which the Company shall determine that such Trust Preferred Securities will be
issued as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency under
the Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to Section 2.04(d).

         "Dissolution Event" means the liquidation of the Trust pursuant to the
Trust Agreement, and the distribution of the Trust Preferred Securities held by
the Property Trustee to the holders of the Trust Securities issued by the Trust
pro rata in accordance with the Trust Agreement.

         "Event of Default" shall mean any event specified in Section 5.01,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Extended Interest Payment Period" shall have the meaning set forth in
Section 16.01.

         "Federal Reserve" shall mean the Board of Governors of the Federal
Reserve System.

         "Global Security" means, with respect to the Securities, a Security
executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction, all in accordance with the Indenture,
which shall be registered in the name of the Depositary or its nominee.

         "Indenture" shall mean this instrument as originally executed or, if
amended as herein provided, as so amended.

         "Initial Optional Redemption Date" means [_________].

         "Interest Payment Date" shall have the meaning set forth in Section
2.05.

                                       3
<PAGE>

         "Investment Company Act Event" shall mean the receipt by AGL Capital
Trust III and the Company of an opinion of counsel experienced in such matters
to the effect that, as a result of the occurrence of a change in law or
regulation or a 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 AGL Capital Trust III is or will be
considered an "investment company" that is required to be registered under the
Investment Company Act of 1940, as amended, which change becomes effective on or
after the Issue Date of the Trust Preferred Securities.

         "Issue Date" means [__________].

         "Maturity Date" shall mean [_____________].

         "Mortgage" shall mean and include any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "Non Book-Entry Trust Preferred Securities" shall have the meaning set
forth in Section 2.04.

         "Officers" shall mean any of the Chairman, a Vice Chairman, the Chief
Executive Officer, the President, a Vice President, the Treasurer or an
assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of
the Company.

         "Officers' Certificate" shall mean a certificate signed by two Officers
and delivered to the Trustee.

         "Opinion of Counsel" shall mean a written opinion of counsel, who may
be an employee of the Company and who shall be acceptable to the Trustee.

         "Optional Redemption Price" shall have the meaning set forth in Section
14.02.

         "Other Debentures" means all junior subordinated debentures issued by
the Company from time to time and sold to trusts to be established by the
Company (if any), in each case similar to the Trust.

         "Other Guarantees" means all guarantees issued by the Company with
respect to capital securities (if any) and issued to other trusts established by
the Company (if any), in each case similar to the Trust.

         The term "outstanding" when used with reference to Securities, shall,
subject to the provisions of Section 7.04, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except

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

               (b)  Securities, or portions thereof, for the payment or
                    redemption of which moneys in the necessary amount shall
                    have been deposited in trust with

                                       4
<PAGE>

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

               (c)  Securities in lieu of or in substitution for which other
                    Securities shall have been authenticated and delivered
                    pursuant to the terms of Section 2.07 unless proof
                    satisfactory to the Company and the Trustee is presented
                    that any such Securities are held by bona fide holders in
                    due course.

         "Person" shall mean any individual, corporation, estate, partnership,
joint venture, association, jointstock company, limited liability company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt and as that evidenced by
such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Principal Office of the Trustee", or other similar term, shall mean
the office of the Trustee, at which at any particular time its corporate trust
business shall be principally administered.

         "Property Trustee" shall have the same meaning as set forth in the
Trust Agreement.

         "Redemption Price" means the Special Event Redemption Price or the
Optional Redemption Price, as the context requires.

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer or agent of the Trustee
who customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

         "Securities" means the Company's [ ]% Junior Subordinated Deferrable
Interest Debentures due [__________].

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Securityholder", "holder of Securities", or other similar terms, shall
mean any person in whose name at the time a particular Security is registered on
the register kept by the Company or the Trustee for that purpose in accordance
with the terms hereof.

                                       5
<PAGE>

         "Security Register" shall mean (i) prior to a Dissolution Event, the
list of holders provided to the Trustee pursuant to Section 4.01, and (ii)
following a Dissolution Event, any security register maintained by a security
registrar for the Securities appointed by the Company following the execution of
a supplemental indenture providing for transfer procedures as provided for in
Section 2.06.

         "Senior Indebtedness" shall mean, with respect to an obligor, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of such
obligor for money borrowed, and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by such obligor, (ii) all
capital lease obligations of such obligor, (iii) all obligations of such obligor
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of such obligor and all obligations of such obligor under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business), (iv) all obligations of such obligor for the
reimbursement on any letter of credit, banker's acceptance, security purchase
facility or similar credit transaction, (v) all obligations of the type referred
to in clauses (i) through (v) above of other persons secured by any lien on any
property or asset of such obligor (whether or not such obligation is assumed by
such obligor), except for (1) any such indebtedness that is by its terms
subordinated to or ranks pari passu with the Securities, and (2) all debt
securities or guarantees in respect of those debt securities, issued to any
other trust, or a trustee of such trust, partnership or other entity affiliated
with the Guarantor or the Company that is a financing vehicle of the Guarantor
or the Company (a "financing entity") in connection with the issuance by such
financing entity of equity securities or other securities guaranteed by the
Guarantor or the Company pursuant to an instrument that ranks pari passu with or
junior in right of payment to the Trust Preferred Securities Guarantee.

         "Special Event" shall mean a Tax Event or an Investment Company Act
Event.

         "Special Event Redemption Price" shall mean, with respect to any
redemption of the Securities pursuant to Section 14.01 hereof, an amount of cash
equal to 100% of the principal amount to be redeemed plus accrued and unpaid
interest thereon, if any.

         "Subsidiary" shall mean with respect to any Person, (i) any corporation
at least a majority of whose outstanding voting stock is owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner. For the purposes of this definition, "voting
stock" means shares, interests, participations or other equivalents in the
equity interest (however designated) in such Person having ordinary voting power
for the election of a majority of the directors (or the equivalent) of such
Person, other than shares, interests, participations or other equivalents having
such power only by reason of the occurrence of a contingency.

         "Tax Event" shall mean the receipt by AGL Capital Trust III and the
Company of an opinion of counsel experienced in such matters to the effect that,
as a result of 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,

                                       6
<PAGE>

or as result of any official administrative 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 Issue
Date, there is more than an insubstantial risk that (i) AGL Capital Trust III
is, or will be within 90 days of the date of such opinion, subject to United
States federal income tax with respect to all or part of the income received or
accrued on the Securities, (ii) interest payable by the Company on the
Securities is not, or within 90 days of the date of such opinion will not be,
deductible by the Company, in whole or in part, for United States federal income
tax purposes, or (iii) AGL Capital Trust III is, or will be within 90 days of
the date of such opinion, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

         "Trust Agreement" means the Amended and Restated Trust Agreement of
Trust of AGL Capital Trust III, dated as of the Issue Date.

         "Trustee" shall mean the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder. The term "Trustee"
as used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.

         "Trust Indenture Act of 1939" shall mean the Trust Indenture Act of
1939 as in force at the date of execution of this Indenture, except as provided
in Section 9.03.

         "Trust Preferred Securities" shall mean undivided beneficial interests
in the assets of AGL Capital Trust III which rank pari passu with the Common
Securities issued by AGL Capital Trust III; provided, however, that if an Event
                                            --------  -------
of Default has occurred and is continuing, no payments in respect of
Distributions on, or payments upon liquidation, redemption or otherwise with
respect to, the Common Securities shall be made until the holders of the Trust
Preferred Securities shall be paid in full the Distributions and the
liquidation, redemption and other payments to which they are entitled.

         "Trust Preferred Securities Guarantee" shall mean any guarantee that
the Company may enter into with The Bank of New York, in its capacity as trustee
of the AGL Capital Trust III or other Person that operates directly or
indirectly for the benefit of holders of Trust Preferred Securities of AGL
Capital Trust III.

         "Trust Securities" shall mean the Trust Preferred Securities and the
Common Securities, collectively.

         "Underwriting Agreement" shall mean the Underwriting Agreement dated
[________] among the Company, AGL Resources Inc., AGL Capital Trust III and the
underwriters named therein.

         "U.S. Government Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof, and shall also include a

                                       7
<PAGE>

depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.

                                  ARTICLE II

                                  SECURITIES

SECTION 2.01      Forms Generally.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, the terms of which are incorporated in
and made a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company is subject or usage. Each Security shall be dated the date of its
authentication. The Securities shall be issued in denominations of $[__] and
integral multiples thereof.

SECTION 2.02      Execution and Authentication.

         An Officer shall sign the Securities for the Company by manual or
facsimile signature in the manner set forth in Exhibit A. If an Officer whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall nevertheless be valid.

         A Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Trustee. The signature of the
Trustee shall be conclusive evidence that the Security has been authenticated
under this Indenture. The form of Trustee's certificate of authentication to be
borne by the Securities shall be substantially as set forth in Exhibit A hereto.

         The Trustee shall, upon a Company Order, authenticate for original
issue up to, and the aggregate principal amount of Securities outstanding at any
time may not exceed the sum of $[_______] principal amount of the Securities,
except as provided in Sections 2.06, 2.07, 2.08 and 14.05.

SECTION 2.03      Form and Payment.

         Except as provided in Section 2.04, the Securities shall be issued in
fully registered certificated form without interest coupons. Principal of,
premium, if any, and interest on the Securities issued in certificated form will
be payable, the transfer of such Securities will be registrable and such
Securities will be exchangeable for Securities bearing identical terms and
provisions at the office or agency of the Company maintained for such purpose
under Section 3.02; provided, however, that payment of interest with respect to
                    --------  -------
the Securities may be made at the option of the Company (i) by check mailed to
the holder at such address as shall appear in the Security Register or (ii) by
transfer to an account maintained by the Person entitled thereto,

                                       8
<PAGE>

provided that proper transfer instructions have been received in writing by the
relevant record date. Notwithstanding the foregoing, so long as the holder of
any Securities is the Property Trustee, the payment of the principal of,
premium, if any, and interest (including Compounded Interest and Additional
Interest, if any) on such Securities held by the Property Trustee will be made
at such place and to such account as may be designated by the Property Trustee.

SECTION 2.04   Global Security.

          (a)  In connection with a Dissolution Event,

               (i)   if any Trust Preferred Securities are held in book-entry
          form, the related Definitive Securities shall be presented to the
          Trustee (if an arrangement with the Depositary has been maintained) by
          the Property Trustee in exchange for one or more Global Securities (as
          may be required pursuant to Section 2.06) in an aggregate principal
          amount equal to the aggregate principal amount of all outstanding
          Securities, to be registered in the name of the Depositary, or its
          nominee, and delivered by the Trustee to the Depositary for crediting
          to the accounts of its participants pursuant to the instructions of
          the Administrative Trustees; the Company upon any such presentation
          shall execute one or more Global Securities in such aggregate
          principal amount and deliver the same to the Trustee for
          authentication and delivery in accordance with this Indenture; and
          payments on the Securities issued as a Global Security will be made to
          the Depositary; and

               (ii)  if any Trust Preferred Securities are held in certificated
          form, the related Definitive Securities may be presented to the
          Trustee by the Property Trustee and any Trust Preferred Security
          certificate which represents Trust Preferred Securities other than
          Trust Preferred Securities in book-entry form ("Non Book-Entry Trust
          Preferred Securities") will be deemed to represent beneficial
          interests in Securities presented to the Trustee by the Property
          Trustee having an aggregate principal amount equal to the aggregate
          liquidation amount of the Non Book-Entry Trust Preferred Securities
          until such Trust Preferred Security certificates are presented to the
          Security Registrar for transfer or reissuance, at which time such
          Trust Preferred Security certificates will be cancelled and a
          Security, registered in the name of the holder of the Trust Preferred
          Security certificate or the transferee of the holder of such Trust
          Preferred Security certificate, as the case may be, with an aggregate
          principal amount equal to the aggregate liquidation amount of the
          Trust Preferred Security certificate cancelled, will be executed by
          the Company and delivered to the Trustee for authentication and
          delivery in accordance with the Indenture. Upon the issuance of such
          Securities, Securities with an equivalent aggregate principal amount
          that were presented by the Property Trustee to the Trustee will be
          deemed to have been cancelled.

          (b)  The Global Securities shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon; provided, that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as

                                       9
<PAGE>

appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Security to reflect the amount of any increase or decrease in the amount of
outstanding Securities represented thereby shall be made by the Trustee, in
accordance with instructions given by the Company as required by this Section
2.04.

          (c)  The Global Securities may be transferred, in whole but not in
part, only to the Depositary, another nominee of the Depositary, or to a
successor Depositary selected or approved by the Company or to a nominee of such
successor Depositary.

          (d)  If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or the Depositary has ceased to be
a clearing agency registered under the Exchange Act, and a successor Depositary
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, the Company will
execute, and the Trustee, upon written notice from the Company, will
authenticate and make available for delivery the Definitive Securities, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security in exchange for such Global Security. If
there is an Event of Default, the Depositary shall have the right to exchange
the Global Securities for Definitive Securities. In addition, the Company may at
any time determine that the Securities shall no longer be represented by a
Global Security. In the event of such an Event of Default or such a
determination, the Company shall execute, and subject to Section 2.06, the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and make available for delivery the Definitive
Securities, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security in exchange for such Global
Security. Upon the exchange of the Global Security for such Definitive
Securities, in authorized denominations, the Global Security shall be cancelled
by the Trustee. Such Definitive Securities issued in exchange for the Global
Security shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Definitive Securities to the Depositary for delivery to the Persons in
whose names such Definitive Securities are so registered.

SECTION 2.05   Interest.

          (a)  Each Security will bear interest at the rate of [ ]% per annum
(the "Coupon Rate") from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from
the Issue Date, until the principal thereof becomes due and payable, and at the
Coupon Rate on any overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest, compounded [______], payable (subject to the
provisions of Article XVI) [________] in arrears on [ ______________ ] of each
year (each, an "Interest Payment Date") commencing on [ __________ ], to the
Person in whose name such Security or any predecessor Security is registered, at
the close of business on the regular record date for such interest installment,
which shall be the [ ___ ] day of the month preceding the relevant Interest
Payment Date.

                                       10
<PAGE>

          (b)  Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months and, for any period of less than [___]
months, the number of days lapsed in such period, based on 30-day months. In the
event that any Interest Payment Date falls on a day that is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if made
on such date.

          (c)  During such time as the Property Trustee is the holder of any
Securities, the Company shall pay any additional amounts on the Securities as
may be necessary in order that the amount of Distributions then due and payable
by the AGL Capital Trust III on the outstanding Securities shall not be reduced
as a result of any additional taxes, duties and other governmental charges to
which the AGL Capital Trust III has become subject as a result of a Tax Event
("Additional Interest").

          (d)  Notwithstanding Section 2.05(c) above, neither the Company nor
the Trust will be responsible for, nor will the Company or the Trust be required
to compensate holders of or investors in the Trust Preferred Securities (or
Securities that may be distributed by the Trust) for, any withholding taxes that
are imposed on interest payments on the Securities or on distributions with
respect to the Trust Preferred Securities.

SECTION 2.06   Transfer and Exchange.

     Upon surrender for registration of transfer of any Security at the office
or agency of the Company maintained for the purpose pursuant to Section 3.02,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount.

     At the option of the holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
make available for delivery, the Securities which the holder making the exchange
is entitled to receive.

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

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

                                       11
<PAGE>

     No service charge shall be made to a holder for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith.

     The Company shall not be required to (i) issue, register the transfer of or
exchange Securities during a period beginning at the opening of business 15 days
before the day of mailing of a notice of redemption or any notice of selection
of Securities for redemption under Article XIV hereof and ending at the close of
business on the day of such mailing; or (ii) register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

SECTION 2.07   Replacement Securities.

     If any mutilated Security is surrendered to the Trustee, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Security, the Company shall issue and the Trustee shall
authenticate a replacement Security if the Trustee's requirements for
replacements of Securities are met. An indemnity bond must be supplied by the
holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any agent thereof or any authenticating agent
from any loss that any of them may suffer if a Security is replaced. The Company
or the Trustee may charge for its expenses in replacing a Security.

     Every replacement Security is an obligation of the Company and shall be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities duly issued hereunder.

SECTION 2.08   Temporary Securities.

     Pending the preparation of Definitive Securities, the Company may execute,
and upon Company Order the Trustee shall authenticate and make available for
delivery, temporary Securities that are printed, lithographed, typewritten,
mimeographed or otherwise reproduced, in any authorized denomination,
substantially of the tenor of the Definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.

     If temporary Securities are issued, the Company shall cause Definitive
Securities to be prepared without unreasonable delay. The Definitive Securities
shall be printed, lithographed or engraved, or provided by any combination
thereof, or in any other manner permitted by the rules and regulations of any
applicable securities exchange, all as determined by the officers executing such
Definitive Securities. After the preparation of Definitive Securities, the
temporary Securities shall be exchangeable for Definitive Securities upon
surrender of the temporary Securities at the office or agency maintained by the
Company for such purpose pursuant to Section 3.02 hereof, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in exchange therefor the same aggregate principal amount of

                                       12
<PAGE>

Definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as Definitive Securities.

SECTION 2.09   Cancellation.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall retain or dispose of cancelled Securities in accordance
with its normal practices (subject to the record retention requirement of the
Exchange Act) unless the Company directs them to be returned to it. The Company
may not issue new Securities to replace Securities that have been redeemed or
paid or that have been delivered to the Trustee for cancellation.

SECTION 2.10   Defaulted Interest.

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the holder on the relevant
regular record date by virtue of having been such holder; and such Defaulted
Interest shall be paid by the Company, at its election, as provided in clause
(a) or clause (b) below:

          (a)  The Company may make payment of any Defaulted Interest on
     Securities to the Persons in whose names such Securities (or their
     respective Predecessor Securities) are registered at the close of business
     on a special record date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner: the Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each such Security and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date for the payment of such Defaulted Interest
     which shall not be more than 15 nor less than 10 days prior to the date of
     the proposed payment and not less than 10 days after the receipt by the
     Trustee of the notice of the proposed payment. The Trustee shall promptly
     notify the Company of such special record date and, in the name and at the
     expense of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the special record date therefor to be mailed, first
     class postage prepaid, to each Securityholder at his or her address as it
     appears in the Security Register, not less than 10 days prior to such
     special record date. Notice of the proposed payment of such Defaulted
     Interest and the special record date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names such Securities (or their respective Predecessor Securities) are
     registered on such special record date and shall be no longer payable
     pursuant to the following clause (b).

          (b)  The Company may make payment of any Defaulted Interest on any
     Securities in any other lawful manner not inconsistent with the
     requirements of any

                                       13
<PAGE>

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

SECTION 2.11   CUSIP Numbers.

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

                                  ARTICLE III

                      PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01   Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of the holders of the
Securities that it will duly and punctually pay or cause to be paid the
principal of and premium, if any, and interest on the Securities at the place,
at the respective times and in the manner provided herein. Except as provided in
Section 2.03, each installment of interest on the Securities may be paid by
mailing checks for such interest payable to the order of the holder of Security
entitled thereto as they appear in the Security Register.

SECTION 3.02   Offices for Notices and Payments, etc.

     So long as any of the Securities remain outstanding, the Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where the Securities may be presented for payment, an office or agency where the
Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and an office or agency where notices and demands to or
upon the Company in respect of the Securities or of this Indenture may be
served. The Company will give to the Trustee written notice of the location of
any such office or agency and of any change of location thereof. Until otherwise
designated from time to time by the Company in a notice to the Trustee, any such
office or agency for all of the above purposes shall be the Principal Office of
the Trustee. In case the Company shall fail to maintain any such office or
agency in the Borough of Manhattan, The City of New York, or shall fail to give
such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the Principal
Office of the Trustee.

     In addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside the Borough of Manhattan, The
City of New York, where the Securities may be presented for payment,
registration of transfer and for exchange in the manner provided in this
Indenture, and the Company may from time to time rescind such

                                       14
<PAGE>

designation, as the Company may deem desirable or expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain any such office or agency in the Borough of
Manhattan, The City of New York, for the purposes above mentioned. The Company
will give to the Trustee prompt written notice of any such designation or
rescission thereof.

SECTION 3.03   Appointments to Fill Vacancies in Trustee's Office.

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

SECTION 3.04   Provision as to Paying Agent.

          (a)  If the Company shall appoint a paying agent other than the
               Trustee with respect to the Securities, it will cause such paying
               agent to execute and deliver to the Trustee an instrument in
               which such agent shall agree with the Trustee, subject to the
               provision of this Section 3.04,

               (1)  that it will hold all sums held by it as such agent for the
                    payment of the principal of and premium, if any, or interest
                    on the Securities (whether such sums have been paid to it by
                    the Company or by any other obligor on the Securities of
                    such series) in trust for the benefit of the holders of the
                    Securities;

               (2)  that it will give the Trustee notice of any failure by the
                    Company (or by any other obligor on the Securities) to make
                    any payment of the principal of and premium or interest on
                    the Securities when the same shall be due and payable; and

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

          (b)  If the Company shall act as its own paying agent, it will, on or
               before each due date of the principal of and premium, if any, or
               interest on the Securities, set aside, segregate and hold in
               trust for the benefit of the holders of the Securities a sum
               sufficient to pay such principal, premium or interest so becoming
               due and will notify the Trustee of any failure to take such
               action and of any failure by the Company (or by any other obligor
               under the Securities) to make any payment of the principal of and
               premium, if any, or interest on the Securities when the same
               shall become due and payable.

          (c)  Anything in this Section 3.04 to the contrary notwithstanding,
               the Company may, at any time, for the purpose of obtaining a
               satisfaction and discharge with respect to the Securities
               hereunder, or for any other reason,

                                       15
<PAGE>

               pay or cause to be paid to the Trustee all sums held in trust for
               any such series by the Trustee or any paying agent hereunder, as
               required by this Section 3.04, such sums to be held by the
               Trustee upon the trusts herein contained.

          (d)  Anything in this Section 3.04 to the contrary notwithstanding,
               the agreement to hold sums in trust as provided in this Section
               3.04 is subject to Sections 11.03 and 11.04.

SECTION 3.05   Certificate to Trustee.

     The Company will deliver to the Trustee on or before 120 days after the end
of each fiscal year in each year, commencing with the first fiscal year ending
after the date hereof, so long as Securities are outstanding hereunder, an
Officers' Certificate, one of the signers of which shall be the principal
executive, principal financial or principal accounting officer of the Company
stating that in the course of the performance by the signers of their duties as
officers of the Company they would normally have knowledge of any default
(without regard to periods of grace or notice periods) by the Company in the
performance of any covenants contained herein, stating whether or not they have
knowledge of any such default and, if so, specifying each such default of which
the signers have knowledge and the nature thereof.

SECTION 3.06   Compliance with Consolidation Provisions.

     The Company will not, while any of the Securities remain outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other Person unless the provisions of
Article X hereof are complied with.

SECTION 3.07   Limitation on Dividends.

     Neither the Guarantor nor the Company will (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of its respective capital stock (which includes common and
preferred stock) or (ii) make any payment of principal, interest or premium, if
any, on or repay, repurchase or redeem any of its debt securities that rank pari
passu with or junior in right of payment to, with respect to the Company, the
Company's Securities and with respect to the Guarantor, its debt that is
subordinated to its Senior Indebtedness, or (iii) make any guarantee payments
with respect to any guarantee of the debt securities of any of their respective
subsidiaries if such guarantee ranks pari passu with or junior in right of
payment to, with respect to the Company, the Securities and with respect to the
Guarantor, debt that is subordinated to its Senior Indebtedness (other than (a)
dividends or distributions in shares of, or options, warrants or rights to
subscribe for or purchase shares of, Common Stock of the Company; (b) any
declaration of a dividend in connection with the implementation of a
stockholder's rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto; (c)
payments under the Trust Preferred Securities Guarantee; (d) as a direct result
of, and only to the extent required in order to avoid the issuance of fractional
shares of capital stock, following a reclassification of the Company's capital
stock or the exchange or conversion of one class or series of the Company's
capital stock for another class or series of the Company's capital stock;

                                       16
<PAGE>

and (e) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged) if at such time (i) there shall have
occurred and be continuing a Declaration Event of Default, (ii) there shall have
occurred and be continuing an Event of Default, (iii) there shall have occurred
and be continuing a payment default under the Trust Agreement or the Indenture,
(iv) if such Securities are held by AGL Capital Trust III, the Company shall be
in default with respect to its payment of any obligations under the Trust
Preferred Securities Guarantee, or (v) the Company shall have given notice of
its election of the exercise of its right to extend the interest payment period,
or any extension thereof, pursuant to Section 16.01 and shall not have rescinded
such notice, and such exercise of its right to extend the interest payment
period, or any extension thereof, shall have commenced.

SECTION 3.08   Covenants as to AGL Capital Trust III.

     In the event Securities are issued to AGL Capital Trust III or a trustee of
such trust in connection with the issuance of Trust Securities by AGL Capital
Trust III, for so long as such Trust Securities remain outstanding, the Company
will (i) maintain 100% direct ownership of the Common Securities of AGL Capital
Trust III; provided, however, that any successor of the Company, permitted
pursuant to Article X, may succeed to the Company's ownership of such Common
Securities, (ii) not cause, as sponsor of AGL Capital Trust III or permit, as a
holder of Common Securities, the dissolution, winding up or termination of the
Trust, except in connection with a distribution of the Securities to holders of
Trust Securities, as provided in the Trust Agreement; (iii) use its reasonable
efforts to cause AGL Capital Trust III (a) to remain a business trust, except in
connection with a distribution of Securities, the redemption of all of the Trust
Securities or certain mergers, consolidations or amalgamations, each as
permitted by the Trust Agreement and (b) to otherwise continue to be treated as
a grantor trust and not an association taxable as a corporation for United
States federal income tax purposes and (iv) use its reasonable efforts to cause
each holder of Trust Securities to be treated as owning an undivided beneficial
interest in the Securities.

SECTION 3.09   Payment of Expenses.

     In connection with the offering, sale and issuance of the Securities to the
AGL Capital Trust III and in connection with the sale of the Trust Securities by
the AGL Capital Trust III, the Company, in its capacity as borrower with respect
to the Securities, shall:

          (a)  pay all costs and expenses relating to the offering, sale and
issuance of the Securities, including compensation of the Trustee in accordance
with the provisions of Section 6.06;

          (b)  pay all costs and expenses of the AGL Capital Trust III
(including, but not limited to, costs and expenses relating to the organization
of the AGL Capital Trust III, the offering, sale and issuance of the Trust
Securities, the fees and expenses of the Property Trustee and the Delaware
Trustee, the costs and expenses relating to the operation of the AGL Capital
Trust III, including without limitation, costs and expenses of accountants,
attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, paying agent(s), registrar(s),
transfer agent(s), duplicating, travel and telephone and

                                       17
<PAGE>

other telecommunications expenses and costs and expenses incurred in connection
with the acquisition, financing, and disposition of assets of the AGL Capital
Trust III;

          (c)       be primarily and fully liable for any indemnification
obligations arising with respect to the Trust Agreement;

          (d)       pay any and all taxes (other than United States withholding
taxes attributable to the AGL Capital Trust III or its assets) and all
liabilities, costs and expenses with respect to such taxes of the AGL Capital
Trust III; and

          (e)       pay all other fees, expenses, debts and obligations (other
than payments of principal of, premium, if any, or interest on the Trust
Securities) related to AGL Capital Trust III.

SECTION 3.10        Payment Upon Resignation or Removal.

     Upon termination of this Indenture or the removal or resignation of the
Trustee, unless otherwise stated, the Company shall pay to the Trustee all
amounts accrued and owing to the date of such termination, removal or
resignation. Upon termination of the Trust Agreement or the removal or
resignation of the Delaware Trustee or the Property Trustee, as the case may be,
pursuant to Section 5.7 of the Trust Agreement, the Company shall pay to the
Delaware Trustee or the Property Trustee, as the case may be, all amounts
accrued and owing to the date of such termination, removal or resignation.

SECTION 3.11        Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in (a) any additional covenant or restriction
specified with respect to the Securities if before the time for such compliance
the holders of at least a majority in aggregate principal amount of the
Securities then outstanding with respect to which such covenant or restriction
was so specified, considered as one class, shall, by act of such holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition and (b) Sections 3.02, 3.03, 3.04, 3.05, 3.06,
3.07, 3.08 or Article X if before the time for such compliance the holders of at
least a majority in principal amount of Securities then outstanding under this
Indenture shall, by act of such holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition;
but, in the case of (a) or (b), no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                       18
<PAGE>

                                  ARTICLE IV

                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE

SECTION 4.01        Securityholders' Lists.

         The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

               (a)  on a semiannual basis not more than 15 days after each
                    regular record date for the Securities, a list, in such form
                    as the Trustee may reasonably require, of the names and
                    addresses of the Securityholders as of such record date; and

               (b)  at such other times as the Trustee may request in writing,
                    within 30 days after the receipt by the Company, of any such
                    request, a list of similar form and content as of a date not
                    more than 15 days prior to the time such list is furnished,

               except that, no such lists need be furnished so long as the
               Trustee is in possession thereof by reason of its acting as
               Security registrar.

SECTION 4.02        Preservation and Disclosure of Lists.

               (a)  The Trustee shall preserve, in as current a form as is
                    reasonably practicable, all information as to the names and
                    addresses of the holders of the Securities (1) contained in
                    the most recent list furnished to it as provided in Section
                    4.01 or (2) received by it in the capacity of Securities
                    registrar (if so acting) hereunder. The Trustee may destroy
                    any list furnished to it as provided in Section 4.01 upon
                    receipt of a new list so furnished.

               (b)  In case three or more holders of Securities (hereinafter
                    referred to as "applicants") apply in writing to the Trustee
                    and furnish to the Trustee reasonable proof that each such
                    applicant has owned a Security for a period of at least six
                    months preceding the date of such application, and such
                    application states that the applicants desire to communicate
                    with other holders of Securities or with holders of all
                    Securities with respect to their rights under this Indenture
                    and is accompanied by a copy of the form of proxy or other
                    communication which such applicants propose to transmit,
                    then the Trustee shall within five Business Days after the
                    receipt of such application, at its election, either:

                    (1)  afford such applicants access to the information
                         preserved at the time by the Trustee in accordance with
                         the provisions of subsection (a) of this Section 4.02,
                         or

                                       19
<PAGE>

                    (2)  inform such applicants as to the approximate number of
                         holders of all Securities, whose names and addresses
                         appear in the information preserved at the time by the
                         Trustee in accordance with the provisions of subsection
                         (a) of this Section 4.02, and as to the approximate
                         cost of mailing to such Securityholders the form of
                         proxy or other communication, if any, specified in such
                         application.

               If the Trustee shall elect not to afford such applicants access
               to such information, the Trustee shall, upon the written request
               of such applicants, mail to each Securityholder whose name and
               address appear in the information preserved at the time by the
               Trustee in accordance with the provisions of subsection (a) of
               this Section 4.02 a copy of the form of proxy or other
               communication which is specified in such request with reasonable
               promptness after a tender to the Trustee of the material to be
               mailed and of payment, or provision for the payment, of the
               reasonable expenses of mailing, unless within five days after
               such tender, the Trustee shall mail to such applicants and file
               with the Commission, together with a copy of the material to be
               mailed, a written statement to the effect that, in the opinion of
               the Trustee, such mailing would be contrary to the best interests
               of the holders of Securities of such series or all Securities, as
               the case may be, or would be in violation of applicable law. Such
               written statement shall specify the basis of such opinion. If the
               Commission, after opportunity for a hearing upon the objections
               specified in the written statement so filed, shall enter an order
               refusing to sustain any of such objections or if, after the entry
               of an order sustaining one or more of such objections, the
               Commission shall find, after notice and opportunity for hearing,
               that all the objections so sustained have been met and shall
               enter an order so declaring, the Trustee shall mail copies of
               such material to all such Securityholders with reasonable
               promptness after the entry of such order and the renewal of such
               tender; otherwise the Trustee shall be relieved of any obligation
               or duty to such applicants respecting their application.

               (c)  Each and every holder of Securities, by receiving and
                    holding the same, agrees with the Company and the Trustee
                    that neither the Company nor the Trustee nor any paying
                    agent shall be held accountable by reason of the disclosure
                    of any such information as to the names and addresses of the
                    holders of Securities in accordance with the provisions of
                    subsection (b) of this Section 4.02, regardless of the
                    source from which such information was derived, and that the
                    Trustee shall not be held accountable by reason of mailing
                    any material pursuant to a request made under said
                    subsection (b).

SECTION 4.03        Reports by Company.

               (a)  The Company covenants and agrees to file with the Trustee,
                    within 45 days after the date on which the Company is
                    required to file the same with the Commission, copies of the
                    annual reports and of the information, documents and other
                    reports (or copies of such portions of any of the

                                       20
<PAGE>

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

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

               (c)  The Company covenants and agrees to transmit by mail to all
                    holders of Securities, as the names and addresses of such
                    holders appear upon the Security Register, within 30 days
                    after the filing thereof with the Trustee, such summaries of
                    any information, documents and reports required to be filed
                    by the Company pursuant to subsections (a) and (b) of this
                    Section 4.03 as may be required by rules and regulations
                    prescribed from time to time by the Commission.

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

SECTION 4.04        Reports by the Trustee.

               (a)  The Trustee shall transmit to Securityholders such reports
                    concerning the Trustee and its actions under this Indenture
                    as may be required pursuant to the Trust Indenture Act at
                    the times and in the manner provided pursuant thereto. If
                    required by Section 313(a) of the Trust Indenture Act, the
                    Trustee shall, within sixty days after each [__] 15
                    following the date of this Indenture, commencing [___] 15,
                    [___], deliver to Securityholders a brief report, dated as
                    of such [___] 15, which complies with the provisions of such
                    Section 313(a).

               (b)  A copy of each such report shall, at the time of such
                    transmission to Securityholders, be filed by the Trustee
                    with each stock exchange, if any,

                                       21
<PAGE>

                    upon which the Securities are listed, with the Commission
                    and with the Company. The Company will promptly notify the
                    Trustee when the Securities are listed on any stock exchange
                    and of any delisting thereof.

                                   ARTICLE V

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

SECTION 5.01        Events of Default.

     One or more of the following events of default shall constitute an Event of
Default hereunder (whatever the reason for such Event of Default and whether it
shall be voluntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

               (a)  default in the payment of any interest upon any Security or
                    any Other Debentures when it becomes due and payable, and
                    continuance of such default for a period of 30 days;
                    provided, however, that a valid extension of an interest
                    --------  -------
                    payment period by the Company in accordance with the terms
                    hereof shall not constitute a default in the payment of
                    interest for this purpose; or

               (b)  default in the payment of all or any part of the principal
                    of (or premium, if any, on) any Security or any Other
                    Debentures within three Business Days of when the same shall
                    become due and payable either at maturity, upon redemption,
                    by declaration or otherwise; or

               (c)  default in the performance, or breach, of any covenant or
                    warranty of the Company in this Indenture (other than a
                    covenant or warranty a default in whose performance or whose
                    breach is elsewhere in this Section specifically dealt
                    with), and continuance of such default or breach for a
                    period of 90 days after there has been given, by registered
                    or certified mail, to the Company by the Trustee or to the
                    Company and the Trustee by the holders of at least 25% in
                    aggregate principal amount of the outstanding Securities a
                    written notice specifying such default or breach and
                    requiring it to be remedied and stating that such notice is
                    a "Notice of Default" hereunder; or

               (d)  a court having jurisdiction in the premises shall enter a
                    decree or order for relief in respect of the Company in an
                    involuntary case under any applicable bankruptcy, insolvency
                    or other similar law now or hereafter in effect, or
                    appointing a receiver, liquidator, assignee, custodian,
                    trustee, sequestrator (or similar official) of the Company
                    or for any substantial part of its property, or ordering the
                    windingup or liquidation of its affairs and such decree or
                    order shall remain unstayed and in effect for a period of 90
                    consecutive days; or

                                       22
<PAGE>

               (e)  the Company shall commence a voluntary case under any
                    applicable bankruptcy, insolvency or other similar law now
                    or hereafter in effect, shall consent to the entry of an
                    order for relief in an involuntary case under any such law,
                    or shall consent to the appointment of or taking possession
                    by a receiver, liquidator, assignee, trustee, custodian,
                    sequestrator (or other similar official) of the Company or
                    of any substantial part of its property, or shall make any
                    general assignment for the benefit of creditors, or shall
                    fail generally to pay its debts as they become due.

     If an Event of Default with respect to Securities at the time outstanding
occurs and is continuing, then in every such case the Trustee or the holders of
not less than 33% in aggregate principal amount of the Securities then
outstanding may declare the principal amount of all Securities to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the holders of the outstanding Securities), and upon any such
declaration the same shall become immediately due and payable.

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

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company,
the Trustee and the holders of the Securities shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the Trustee and the holders of the Securities shall
continue as though no such proceeding had been taken.

SECTION 5.02        Payment of Securities on Default; Suit Therefor.

                                       23
<PAGE>

     If an Event of Default described in clause (a) or (b) of Section 5.01 shall
have occurred and be continuing, the Company shall, upon demand of the Trustee,
pay to the Trustee, for the benefit of the holders of the Securities, the whole
amount that then shall have become due and payable on all such Securities for
principal and premium, if any, or interest, or both, as the case may be, with
interest upon the overdue principal and premium, if any, and (to the extent that
payment of such interest is enforceable under applicable law and, if the
Securities are held by AGL Capital Trust III or a trustee of such trust, without
duplication of any other amounts paid by AGL Capital Trust III or a trustee in
respect thereof) upon the overdue installments of interest at the rate borne by
the Securities; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any expenses
or liabilities incurred by the Trustee hereunder other than through its
negligence or bad faith.

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

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Securities under Title
11, United States Code, or any other applicable law, or in case a receiver or
trustee shall have been appointed for the property of the Company or such other
obligor, or in the case of any other similar judicial proceedings relative to
the Company or other obligor upon the Securities, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 5.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Securities and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Securities, or to the
creditors or property of the Company or such other obligor, unless prohibited by
applicable law and regulations, to vote on behalf of the holders of the
Securities in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or
person performing similar functions in comparable proceedings, and to collect
and receive any moneys or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of its charges and
expenses; and any receiver, assignee or trustee in bankruptcy or reorganization
is hereby authorized by each of the Securityholders to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to the

                                       24
<PAGE>

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

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

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities, or the production thereof on any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the holders of the
Securities.

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

SECTION 5.03        Application of Moneys Collected by Trustee.

     Any moneys collected by the Trustee shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the Securities in respect of which moneys have
been collected, and stamping thereon the payment, if only partially paid, and
upon surrender thereof if fully paid:

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

     Second:             To the payment of all Senior Indebtedness of the
Company if and to the extent required by Article XV;

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

     Fourth:             To the Company.

                                       25
<PAGE>

SECTION 5.04        Proceedings by Securityholders.

     No holder of any Security shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof with respect to the Securities
specifying such Event of Default, as hereinbefore provided, and unless also the
holders of not less than a majority in aggregate principal amount of the
Securities then outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action, suit or
proceeding, it being understood and intended, and being expressly covenanted by
the taker and holder of every Security with every other taker and holder and the
Trustee, that no one or more holders of Securities shall have any right in any
manner whatever by virtue of or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of any other holder of Securities, or
to obtain or seek to obtain priority over or preference to any other such
holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Securities.

     Notwithstanding any other provisions in this Indenture, however, the right
of any holder of any Security to receive payment of the principal of (premium,
if any) and interest on such Security, on or after the same shall have become
due and payable, or to institute suit for the enforcement of any such payment,
shall not be impaired or affected without the consent of such holder and by
accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Security with every other such taker
and holder and the Trustee, that no one or more holders of Securities shall have
any right in any manner whatsoever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of the holders of any
other Securities, or to obtain or seek to obtain priority over or preference to
any other such holder, or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of all
holders of Securities. For the protection and enforcement of the provisions of
this Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

SECTION 5.05        Proceedings by Trustee.

     In case an Event of Default occurs with respect to Securities and is
continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

                                       26
<PAGE>

SECTION 5.06      Remedies Cumulative and Continuing.

         All powers and remedies given by this Article V to the Trustee or to
the Securityholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any other powers and remedies available to the Trustee or
the holders of the Securities, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to the Securities, and no delay
or omission of the Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.04, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

SECTION 5.07      Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders.

         The holders of a majority in aggregate principal amount of the
Securities at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
                                                                    --------
however, that (subject to the provisions of Section 6.01) the Trustee shall have
-------
the right to decline to follow any such direction if the Trustee shall determine
that the action so directed would be unjustly prejudicial to the holders not
taking part in such direction or if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed would
involve the Trustee in personal liability. Prior to any declaration accelerating
the maturity of the Securities, the holders of a majority in aggregate principal
amount of the Securities at the time outstanding may on behalf of the holders of
all of the Securities waive any past default or Event of Default and its
consequences except a default (a) in the payment of principal of or premium, if
any, or interest on any of the Securities or (b) in respect of covenants or
provisions hereof which cannot be modified or amended without the consent of the
holder of each Security affected. Upon any such waiver, the default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Securities shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 5.07, said default or Event of Default shall
for all purposes of the Securities and this Indenture be deemed to have been
cured and to be not continuing.

SECTION 5.08      Notice of Defaults.

         The Trustee shall, within 90 days after the occurrence of a default
with respect to the Securities mail to all Securityholders, as the names and
addresses of such holders appear upon the Security register, notice of all
defaults known to the Trustee, unless such defaults shall have been cured before
the giving of such notice (the term "defaults" for the purpose of this Section

                                       27
<PAGE>

5.08 being hereby defined to be the events specified in clauses (a), (b), (c),
(d) and (e) of Section 5.01, not including periods of grace, if any, provided
for therein, and irrespective of the giving of written notice specified in
clause (c) of Section 5.01); and provided that, except in the case of default in
                                 -------- ----
the payment of the principal of or premium, if any, or interest on any of the
Securities, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders;
and provided further, that in the case of any default of the character specified
    -------- -------
in Section 5.01(c) no such notice to Securityholders shall be given until at
least 75 days after the occurrence thereof but shall be given within 90 days
after such occurrence.

SECTION 5.09      Undertaking to Pay Costs.

         All parties to this Indenture agree, and each holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 25% in aggregate principal
amount of the Securities outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security against the Company on or after the
same shall have become due and payable.

                                  ARTICLE VI

                            CONCERNING THE TRUSTEE

SECTION 6.01      Duties and Responsibilities of Trustee.

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

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

               (a)   prior to the occurrence of an Event of Default and after
                     the curing or waiving of all Events of Default which may
                     have occurred

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<PAGE>

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

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

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

          (c)  the Trustee shall not be liable with respect to any action taken
               or omitted to be taken by it in good faith, in accordance with
               the direction of the Securityholders pursuant to Section 5.07,
               relating to the time, method and place of conducting any
               proceeding for any remedy available to the Trustee, or exercising
               any trust or power conferred upon the Trustee, under this
               Indenture.

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

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

SECTION 6.02   Reliance on Documents, Opinions, etc.

     Except as otherwise provided in Section 6.01:

          (a)  the Trustee may conclusively rely and shall be protected in
               acting or refraining from acting upon any resolution,
               certificate, statement,

                                       29
<PAGE>

               instrument, opinion, report, notice, request, consent, order,
               bond, note, debenture or other paper or document believed by it
               to be genuine and to have been signed or presented by the proper
               party or parties;

          (b)  any request, direction, order or demand of the mentioned herein
               may be sufficiently evidenced by an Officers' Certificate (unless
               other evidence in respect thereof be herein specifically
               prescribed); and any Board Resolution may be evidenced to the
               Trustee by a copy thereof certified by the Secretary or an
               Assistant Secretary of the Company;

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

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

          (e)  the Trustee shall not be liable for any action taken or omitted
               by it in good faith and believed by it to be authorized or within
               the discretion or rights or powers conferred upon it by this
               Indenture; nothing contained herein shall, however, relieve the
               Trustee of the obligation, upon the occurrence of an Event of
               Default (that has not been cured or waived), to exercise such of
               the rights and powers vested in it by this Indenture, and to 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;

          (f)  the Trustee shall not be bound to make any investigation into the
               facts or matters stated in any resolution, certificate,
               statement, instrument, opinion, report, notice, request, consent,
               order, approval, bond, debenture, coupon or other paper or
               document, unless requested in writing to do so by the holders of
               a majority in aggregate principal amount of the outstanding
               Securities; provided, however, that if the payment within a
               reasonable time to the Trustee of the costs, expenses or
               liabilities likely to be incurred by it in the making of such
               investigation is, in the opinion of the Trustee, not reasonably
               assured to the Trustee by the security afforded to it by the
               terms of this Indenture, the Trustee may require indemnity
               satisfactory to it against such expense or liability as a
               condition to so proceeding;

          (g)  the Trustee may execute any of the trusts or powers hereunder or
               perform any duties hereunder either directly or by or through
               agents (including any Authenticating Agent) or attorneys, and the
               Trustee shall not be

                                       30
<PAGE>

                  responsible for any misconduct or negligence on the part of
                  any such agent or attorney appointed by it with due care.

SECTION 6.03      No Responsibility for Recitals, etc.

         The recitals contained herein and in the Securities (except in the
certificate of authentication of the Trustee or the Authenticating Agent) shall
be taken as the statements of the Company and the Trustee and the Authenticating
Agent assume no responsibility for the correctness of the same. The Trustee and
the Authenticating Agent make no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Company of any Securities or the proceeds of any Securities authenticated and
delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.

SECTION 6.04      Trustee, Authenticating Agent, Paying Agents, Transfer Agents
or Registrar May Own Securities.

         The Trustee or any Authenticating Agent or any paying agent or any
transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee, Authenticating Agent, paying agent, transfer
agent or Security registrar.

SECTION 6.05      Moneys to be Held in Trust.

         Subject to the provisions of Section 11.04, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
and any paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of Default shall have occurred and be continuing, all
interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by the Chairman of the Board of Directors,
the President or a Vice President or the Treasurer or an Assistant Treasurer of
the Company.

SECTION 6.06      Compensation and Expenses of Trustee.

         The Company, as borrower, covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation as
shall be agreed to in writing between the Company and the Trustee (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and the Company will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify each of the
Trustee or any predecessor Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense including taxes (other than taxes based on the
income of the Trustee) incurred without negligence or bad faith on the part of

                                       31
<PAGE>

the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim (regardless of whether asserted by the Company, a
Security Holder or any other Person) of liability in the premises. The
obligations of the Company under this Section 6.06 to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Securities.

         Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(d) or Section
5.01(e), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

SECTION 6.07      Officers' Certificate as Evidence.

         Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof is herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

SECTION 6.08      Conflicting Interest of Trustee.

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

SECTION 6.09      Eligibility of Trustee.

         The Trustee hereunder shall at all times 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 to act as trustee by the Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 6.09 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

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<PAGE>

         The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

SECTION 6.10      Resignation or Removal of Trustee.

            (a)   The Trustee, or any trustee or trustees hereafter appointed,
                  may at any time resign by giving written notice of such
                  resignation to the Company and by mailing notice thereof to
                  the holders of the Securities at their addresses as they shall
                  appear on the Security register. Upon receiving such notice of
                  resignation, the Company shall promptly appoint a successor
                  trustee or trustees by written instrument, in duplicate, one
                  copy of which instrument shall be delivered to the resigning
                  Trustee and one copy to the successor trustee. If no successor
                  trustee shall have been so appointed and have accepted
                  appointment within 60 days after the mailing of such notice of
                  resignation to the Securityholders, the resigning Trustee may,
                  petition any court of competent jurisdiction for the
                  appointment of a successor trustee, or any Securityholder who
                  has been a bona fide holder of a Security for at least six
                  months may, subject to the provisions of Section 5.09, on
                  behalf of himself and all others similarly situated, petition
                  any such court for the appointment of a successor trustee.
                  Such court may thereupon, after such notice, if any, as it may
                  deem proper and prescribe, appoint a successor trustee.

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

                  (1)   the Trustee shall fail to comply with the provisions of
                        Section 6.08 after written request therefor by the
                        Company or by any Securityholder who has been a bona
                        fide holder of a Security or Securities for at least six
                        months, or

                  (2)   the Trustee shall cease to be eligible in accordance
                        with the provisions of Section 6.09 and shall fail to
                        resign after written request therefor by the Company or
                        by any such Securityholder, or

                  (3)   the Trustee shall become incapable of acting, or shall
                        be adjudged a bankrupt or insolvent, or a receiver of
                        the Trustee or of its property shall be appointed, or
                        any public officer shall take charge or control of the
                        Trustee or of its property or affairs for the purpose of
                        rehabilitation, conservation or liquidation,

                  then, in any such case, the Company may remove the Trustee and
                  appoint a successor trustee by written instrument, in
                  duplicate, one copy of which instrument shall be delivered to
                  the Trustee so removed and one copy to the successor trustee,
                  or, subject to the provisions of Section 5.09, any

                                       33
<PAGE>

                  Securityholder who has been a bona fide holder of a Security
                  for at least six months may, on behalf of himself and all
                  others similarly situated, petition any court of competent
                  jurisdiction for the removal of the Trustee and the
                  appointment of a successor trustee. Such court may thereupon,
                  after such notice, if any, as it may deem proper and
                  prescribe, remove the Trustee and appoint a successor trustee.

            (c)   The holders of a majority in aggregate principal amount of the
                  Securities at the time outstanding may at any time remove the
                  Trustee and nominate a successor trustee, which shall be
                  deemed appointed as successor trustee unless within 10 days
                  after such nomination the Company objects thereto or if no
                  successor trustee shall have been so appointed and shall have
                  accepted appointment within 30 days after such removal, in
                  which case the Trustee so removed or any Securityholder, upon
                  the terms and conditions and otherwise as in subsection (a) of
                  this Section 6.10 provided, may petition, any court of
                  competent jurisdiction for an appointment of a successor
                  trustee.

            (d)   Any resignation or removal of the Trustee and appointment of a
                  successor trustee pursuant to any of the provisions of this
                  Section 6.10 shall become effective upon acceptance of
                  appointment by the successor trustee as provided in Section
                  6.11. If no successor trustee shall have been so appointed and
                  have accepted appointment within 60 days after the date the
                  Trustee receives notice of its removal, the removed Trustee
                  may petition any court of competent jurisdiction for the
                  appointment of a successor trustee, or any Securityholder who
                  has been a bona fide holder of a Security for at least six
                  months may, subject to the provisions of Section 5.09, on
                  behalf of himself and all others similarly situated, petition,
                  any such court for the appointment of a successor trustee.
                  Such court may thereupon, after such notice, if any, as it may
                  deem proper and prescribe, appoint a successor trustee.

SECTION 6.11      Acceptance by Successor Trustee.

         Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor trustee,
the trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 6.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring trustee thereunder. Upon
request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing to act
shall,

                                       34
<PAGE>

nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
6.06.

         No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 6.11, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities at their addresses as they shall
appear on the Security register. If the Company fails to mail such notice within
10 days after the acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

SECTION 6.12      Succession by Merger, etc.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

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

SECTION 6.13      Limitation on Rights of Trustee as a Creditor.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent included therein.

SECTION 6.14      Authenticating Agents.

         There may be one or more Authenticating Agents appointed by the Trustee
upon the request of the Company with power to act on its behalf and subject to
its direction in the authentication and delivery of Securities issued upon
exchange or transfer thereof as fully to all intents and purposes as though any
such Authenticating Agent had been expressly authorized to authenticate and
deliver Securities; provided, that the Trustee shall have no liability to the
                    --------

                                       35
<PAGE>

Company for any acts or omissions of the Authenticating Agent with respect to
the authentication and delivery of Securities. Any such Authenticating Agent
shall at all times be a corporation organized and doing business under the laws
of the United States or of any state or territory thereof or of the District of
Columbia authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of at least $25,000,000 and being subject to
supervision or examination by federal, state, territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 6.14 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect herein specified in this Section.

     Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, if such successor corporation is
otherwise eligible under this Section 6.14 without the execution or filing of
any paper or any further act on the part of the parties hereto or such
Authenticating Agent.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.14, shall give
written notice of such appointment to the Company and shall mail notice of such
appointment to all Securityholders as the names and addresses of such holders
appear on the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein.

     The Company, as borrower, agrees to pay to any Authenticating Agent from
time to time reasonable compensation for its services. Any Authenticating Agent
shall have no responsibility or liability for any action taken by it as such in
accordance with the directions of the Trustee.

                                  ARTICLE VII

                        CONCERNING THE SECURITYHOLDERS

SECTION 7.01   Action by Securityholders.

     Whenever in this Indenture it is provided that the holders of a specified
percentage in aggregate principal amount of the Securities may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action)

                                       36
<PAGE>

the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article VIII, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.

     If the Company shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, as evidenced by an Officers' Certificate, fix in advance a
record date for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action or to revoke any such action, but the Company shall have no obligation to
do so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action or revocation may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Securities shall be computed as of
the record date; provided, however, that no such authorization, agreement or
                 --------  -------
consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.

SECTION 7.02   Proof of Execution by Securityholders.

     Subject to the provisions of Section 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Securities shall be proved by the Security
Register or by a certificate of the Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem
necessary.

     The record of any Securityholders' meeting shall be proved in the manner
provided in Section 8.06.

SECTION 7.03   Who Are Deemed Absolute Owners.

     Prior to due presentment for registration of transfer of any Security, the
Company, the Trustee, any Authenticating Agent, any paying agent, any transfer
agent and any Security registrar may deem the person in whose name such Security
shall be registered upon the Security Register to be, and may treat him as, the
absolute owner of such Security (whether or not such Security shall be overdue)
for the purpose of receiving payment of or on account of the principal of and
premium, if any, and (subject to Section 2.05) interest on such Security and for
all other purposes; and neither the Company nor the Trustee nor any
Authenticating Agent nor any paying agent nor any transfer agent nor any
Security registrar shall be affected by any notice to the contrary. All such
payments so made to any holder for the time being or upon his order shall be

                                       37
<PAGE>

valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

SECTION 7.04   Securities Owned by Company Deemed Not Outstanding.

     In determining whether the holders of the requisite aggregate principal
amount of Securities have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities which a Responsible Officer
of the Trustee actually knows are so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as outstanding
for the purposes of this Section 7.04 if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Securities and that
the pledgee is not the Company or any such other obligor or person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

SECTION 7.05   Revocation of Consents; Future Holders Bound.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Securities specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor),
subject to Section 7.01, the serial number of which is shown by the evidence to
be included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee at its principal office and upon
proof of holding as provided in Section 7.02, revoke such action so far as
concerns such Security (or so far as concerns the principal amount represented
by any exchanged or substituted Security). Except as aforesaid any such action
taken by the holder of any Security shall be conclusive and binding upon such
holder and upon all future holders and owners of such Security, and of any
Security issued in exchange or substitution therefor, irrespective of whether or
not any notation in regard thereto is made upon such Security or any Security
issued in exchange or substitution therefor.

                                 ARTICLE VIII

                           SECURITYHOLDERS' MEETINGS

SECTION 8.01   Purposes of Meetings.

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

          (a)  to give any notice to the Company or to the Trustee, or to give
               any directions to the Trustee, or to consent to the waiving of
               any default

                                       38
<PAGE>

               hereunder and its consequences, or to take any other action
               authorized to be taken by Securityholders pursuant to any of the
               provisions of Article V;

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

          (c)  to consent to the execution of an indenture or indentures
               supplemental hereto pursuant to the provisions of Section 9.02;
               or

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

SECTION 8.02   Call of Meetings by Trustee.

     The Trustee may at any time call a meeting of Securityholders to take any
action specified in Section 8.01, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or at such other place as the
Trustee shall determine. Notice of every meeting of the Securityholders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed to holders of Securities
at their addresses as they shall appear on the Securities Register. Such notice
shall be mailed not less than 20 nor more than 180 days prior to the date fixed
for the meeting.

SECTION 8.03   Call of Meetings by Company or Securityholders.

     In case at any time the Company pursuant to a resolution of the Board of
Directors, or the holders of at least 33% in aggregate principal amount of the
Securities then outstanding, shall have requested the Trustee to call a meeting
of Securityholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or such Securityholders may determine the time and the place in
the Borough of Manhattan, or such other place as the Company shall determine for
such meeting and may call such meeting to take any action authorized in Section
8.01, by mailing notice thereof as provided in Section 8.02.

SECTION 8.04   Qualifications for Voting.

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

                                       39
<PAGE>

SECTION 8.05   Regulations.

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

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

     Subject to the provisions of Section 8.04, at any meeting each holder of
Securities or proxy therefor shall be entitled to one vote for each $25.00
principal amount of Securities held or represented by him; provided, however,
                                                           --------  -------
that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Securities held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other Securityholders. Any
meeting of Securityholders duly called pursuant to the provisions of Section
8.02 or 8.03 may be adjourned from time to time by a majority of those present,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

SECTION 8.06   Voting.

     The vote upon any resolution submitted to any meeting of holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of such holders or of their representatives by proxy and the serial
number or numbers of the Securities held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. The holders of the Trust Preferred
Securities shall vote for all purposes as a single class.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                       40
<PAGE>

                                  ARTICLE IX

                                  AMENDMENTS

SECTION 9.01   Without Consent of Securityholders.

     The Company and the Trustee may from time to time and at any time amend the
Indenture, without the consent of the Securityholders, for one or more of the
following purposes:

          (a)  to evidence the succession of another corporation to the Company,
               or successive successions, and the assumption by the successor
               corporation of the covenants, agreements and obligations of the
               Company pursuant to Article X hereof;

          (b)  to add to the covenants of the Company such further covenants,
               restrictions or conditions for the protection of the
               Securityholders as the Board of Directors and the Trustee shall
               consider to be for the protection of the Securityholders, and to
               make the occurrence, or the occurrence and continuance, of a
               default in any of such additional covenants, restrictions or
               conditions a default or an Event of Default permitting the
               enforcement of all or any of the remedies provided in this
               Indenture as herein set forth; provided, however, that in respect
                                              --------  -------
               of any such additional covenant, restriction or condition such
               amendment may provide for a particular period of grace after
               default (which period may be shorter or longer than that allowed
               in the case of other defaults) or may provide for an immediate
               enforcement upon such default or may limit the remedies available
               to the Trustee upon such default;

          (c)  to provide for the issuance under this Indenture of Securities in
               coupon form (including Securities registrable as to principal
               only) and to provide for exchangeability of such Securities with
               the Securities issued hereunder in fully registered form and to
               make all appropriate changes for such purpose;

          (d)  to cure any ambiguity or to correct or supplement any provision
               contained herein or in any supplemental indenture which may be
               defective or inconsistent with any other provision contained
               herein or in any supplemental indenture, or to make such other
               provisions in regard to matters or questions arising under this
               Indenture; provided that any such action shall not materially
                          -------- ----
               adversely affect the interests of the holders of the Securities;

          (e)  to evidence and provide for the acceptance of appointment
               hereunder by a successor trustee with respect to the Securities;

          (f)  to make provision for transfer procedures, certification, book-
               entry provisions, the form of restricted securities legends, if
               any, to be placed on Securities, minimum denominations and all
               other matters required

                                       41
<PAGE>

               pursuant to Section 2.06 or otherwise necessary, desirable or
               appropriate in connection with the issuance of Securities to
               holders of Trust Preferred Securities in the event of a
               distribution of Securities by AGL Capital Trust III following a
               Dissolution Event;

          (g)  to qualify or maintain qualification of this Indenture under the
               Trust Indenture Act; or

          (h)  to make any change that does not adversely affect the rights of
               any Securityholder in any material respect.

     The Trustee is hereby authorized to join with the Company in the execution
of any supplemental indenture to effect such amendment, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer and assignment of any property thereunder, but
the Trustee shall not be obligated to, but may in its discretion, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Any amendment to the Indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

SECTION 9.02   With Consent of Securityholders.

     With the consent (evidenced as provided in Section 7.01) of the holders of
a majority in aggregate principal amount of the Securities at the time
outstanding, the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time amend the Indenture for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
holders of the Securities; provided, however, that no such amendment shall
                           --------  -------
without the consent of the holders of each Security then outstanding and
affected thereby (i) extend the Maturity Date of any Security, or reduce the
rate or extend the time of payment of interest thereon (except as contemplated
by Article XVI), or reduce the principal amount thereof, or reduce any amount
payable on redemption thereof, or make the principal thereof or any interest or
premium thereon payable in any coin or currency other than that provided in the
Securities, or impair or affect the right of any Securityholder to institute
suit for payment thereof, or (ii) reduce the aforesaid percentage of Securities
the holders of which are required to consent to any such amendment to the
Indenture, provided, however, that if the Securities are held by AGL Capital
           --------  -------
Trust III, such amendment shall not be effective until the holders of a majority
in liquidation amount of Trust Securities shall have consented to such
amendment; provided, further, that if the consent of the holder of each
           --------  -------
outstanding Security is required, such amendment shall not be effective until
each holder of the Trust Securities shall have consented to such amendment.

     Upon the request of the Company accompanied by a copy of a resolution of
the Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of any supplemental indenture affecting such
amendment, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid, the Trustee shall join with the Company

                                       42
<PAGE>

in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, prepared by the
Company, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders as their names and addresses appear upon the
Security Register. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

SECTION 9.03   Compliance with Trust Indenture Act; Effect of Supplemental
Indentures.

     Any supplemental indenture executed pursuant to the provisions of this
Article IX shall comply with the Trust Indenture Act. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Securities shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.04   Notation on Securities.

     Securities authenticated and delivered after the execution of any
supplemental indenture affecting such series pursuant to the provisions of this
Article IX may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by the
Company, authenticated by the Trustee or the Authenticating Agent and delivered
in exchange for the Securities then outstanding.

SECTION 9.05   Evidence of Compliance of Supplemental Indenture to be Furnished
Trustee.

     The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article IX.

                                       43
<PAGE>

     The Trustee shall receive an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof.

                                   ARTICLE X

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01  Company May Consolidate, etc., on Certain Terms.

     Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company, as the case may be), or successive
consolidations or mergers in which the Company, or its successor or successors,
as the case may be, shall be a party or parties, or shall prevent any sale,
conveyance, transfer or lease of the property of the Company, or its successor
or successors, as the case may be, as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company, or
its successor or successors, as the case may be) authorized to acquire and
operate the same; provided, that (a) the Company is the surviving Person, or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, conveyance, transfer or lease of property is
made is a Person organized and existing under the laws of the United States or
any State thereof or the District of Columbia, and (b) upon any such
consolidation, merger, sale, conveyance, transfer or lease, the due and punctual
payment of the principal of (and premium, if any) and interest on the Securities
according to their tenor and the due and punctual performance and observance of
all the covenants and conditions of this Indenture to be kept or performed by
the Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
Person formed by such consolidation, or into which the Company, shall have been
merged, or by the Person which shall have acquired such property, as the case
may be, and (c) after giving effect to such consolidation, merger, sale,
conveyance, transfer or lease, no Default or Event of Default shall have
occurred and be continuing.

SECTION 10.02  Successor Corporation to be Substituted for Company.

     In case of any such consolidation, merger, conveyance or transfer and upon
the assumption by the successor corporation, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and premium, if any, and interest on
all of the Securities and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to be performed or observed by
the Company, such successor Person shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party of the
first part, and the Company thereupon shall be relieved of any further liability
or obligation hereunder or upon the Securities. Such successor Person thereupon
may cause to be signed, and may issue either in its own name or in the name of
the Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor Person instead

                                       44
<PAGE>

of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate
and deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor Person thereafter shall
cause to be signed and delivered to the Trustee or the Authenticating Agent for
that purpose. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Indentures had been issued at the date of the execution hereof.

SECTION 10.03  Opinion of Counsel to be Given Trustee.

     The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or lease, and any assumption, permitted or
required by the terms of this Article X complies with the provisions of this
Article X.

                                  ARTICLE XI

                    SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01  Discharge of Indenture.

     When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) and not theretofore cancelled, or (b) all the
Securities not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay on the Maturity Date or upon redemption all of the Securities
(other than any Securities which shall have been destroyed, lost or stolen and
which shall have been replaced as provided in Section 2.08) not theretofore
cancelled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to the Maturity Date or
redemption date, as the case may be, but excluding, however, the amount of any
moneys for the payment of principal of or premium, if any, or interest on the
Securities (1) theretofore repaid to the Company in accordance with the
provisions of Section 11.04, or (2) paid to any State or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in either
case the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04,
6.06, 6.10 and 11.04 hereof, which shall survive until such Securities shall
mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and
the Trustee, on demand of the Company accompanied by any Officers' Certificate
and an Opinion of Counsel and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture, the Company, however, hereby agreeing to reimburse the Trustee for
any costs or

                                       45
<PAGE>

expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Securities.

SECTION 11.02  Deposited Moneys and U.S. Government Obligations to be Held in
Trust by Trustee.

     Subject to the provisions of Section 11.04, all moneys and U.S. Government
Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.05 shall
be held in trust and applied by it to the payment, either directly or through
any paying agent (including the Company if acting as its own paying agent), to
the holders of the particular Securities for the payment of which such moneys or
U.S. Government Obligations have been deposited with the Trustee, of all sums
due and to become due thereon for principal, premium, if any, and interest.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 11.05 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the holders of outstanding Securities.

SECTION 11.03  Paying Agent to Repay Moneys Held.

     Upon the satisfaction and discharge of this Indenture all moneys then held
by any paying agent of the Securities (other than the Trustee) shall, upon
written demand of the Company, be repaid to it or paid to the Trustee, and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

SECTION 11.04  Return of Unclaimed Moneys.

     Any moneys deposited with or paid to the Trustee or any paying agent for
payment of the principal of or premium, if any, or interest on Securities and
not applied but remaining unclaimed by the holders of Securities for two years
after the date upon which the principal of or premium, if any, or interest on
such Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee or such paying agent on Company Request;
and the holder of any of the Securities shall thereafter look only to the
Company for any payment which such holder may be entitled to collect and all
liability of the Trustee or such paying agent with respect to such moneys shall
thereupon cease.

SECTION 11.05  Defeasance Upon Deposit of Moneys or U.S. Government Obligations.

     The Company shall be deemed to have been Discharged (as defined below) from
its obligations with respect to the Securities after the conditions set forth
below have been satisfied:

          (1)  The Company shall have deposited or caused to be deposited
               irrevocably with the Trustee or the Defeasance Agent (as defined
               below) as trust funds in trust, specifically pledged as security
               for, and dedicated solely to, the benefit of the holders of the
               Securities (i) money in an amount, or (ii) U.S. Government
               Obligations which through the payment of interest and principal
               in respect thereof in accordance with their terms will provide,
               not later than

                                       46
<PAGE>

               one day before the due date of any payment, money in an amount,
               or (iii) a combination of (i) and (ii), sufficient, in the
               opinion (with respect to (ii) and (iii)) of a nationally
               recognized firm of independent public accountants expressed in a
               written certification thereof delivered to the Trustee and the
               Defeasance Agent, if any, to pay and discharge each installment
               of principal of and interest and premium, if any, on the
               outstanding Securities on the dates such installments of
               principal, interest or premium are due;

          (2)  no Default or Event of Default with respect to the Securities
               shall have occurred and be continuing on the date of such
               deposit; and

          (3)  the Company shall have delivered to the Trustee and the
               Defeasance Agent, if any, an Opinion of Counsel to the effect
               that holders of the Securities will not recognize income, gain or
               loss for United States federal income tax purposes as a result of
               the exercise of the option under this Section 11.05 and will be
               subject to United States federal income tax on the same amount
               and in the same manner and at the same times as would have been
               the case if such option had not been exercised, and such opinion
               shall be based on a statute so providing or be accompanied by a
               private letter ruling to that effect received from the United
               States Internal Revenue Service or a revenue ruling pertaining to
               a comparable form of transaction to that effect published by the
               United States Internal Revenue Service.

     "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under this Indenture
relating to the Securities (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except (A) the rights
of holders of Securities to receive, from the trust fund described in clause (1)
above, payment of the principal of and the interest and premium, if any, on the
Securities when such payments are due; (B) the Company's obligations with
respect to the Securities under Sections 2.02, 2.07, 2.08, 3.02, 3.04, 6.10 and
11.04; and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.

     "Defeasance Agent" means another financial institution which is eligible to
act as Trustee hereunder and which assumes all of the obligations of the Trustee
necessary to enable the Trustee to act under this Article. In the event such a
Defeasance Agent is appointed pursuant to this Section, the following conditions
shall apply:

          (1)  The Trustee shall have approval rights over the document
               appointing such Defeasance Agent and the document setting forth
               such Defeasance Agent's rights and responsibilities;

          (2)  The Defeasance Agent shall provide verification to the Trustee
               acknowledging receipt of sufficient money and/or U. S.

                                       47
<PAGE>

               Government Obligations to meet the applicable conditions set
               forth in this Section 11.05.

                                  ARTICLE XII

                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                            OFFICERS AND DIRECTORS

SECTION 12.01  Indenture and Securities Solely Corporate Obligations.

     No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture, or in any Security, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor Person to the Company, either directly or through
the Company or any successor Person to the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities.

                                 ARTICLE XIII

                           MISCELLANEOUS PROVISIONS

SECTION 13.01  Successors.

     All the covenants, stipulations, promises and agreements in this Indenture
contained by the Company shall bind its successors and assigns whether so
expressed or not.

SECTION 13.02  Official Acts by Successor Corporation.

     Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at the time be
the lawful sole successor of the Company.

SECTION 13.03  Surrender of Company Powers.

     The Company by instrument in writing executed by authority of two-thirds of
its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall
terminate both as to the Company, as the case may be, and as to any successor
Person.

SECTION 13.04  Addresses for Notices, etc.

     Any notice or demand which by any provision of this Indenture is required
or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be

                                       48
<PAGE>

given or served by being deposited postage prepaid by registered or certified
mail in a post office letter box addressed (until another address is filed by
the Company with the Trustee for the purpose) to the Company, 2325-B Renaissance
Drive, Las Vegas, Nevada 89119, Attention: Secretary. Any notice, direction,
request or demand by any Securityholder to or upon the Trustee shall be deemed
to have been sufficiently given or made, for all purposes, if given or made in
writing at BNY Trust Company of Florida, N.A., Towermarc Plaza, 10161 Centurion
Parkway, Jacksonville, Florida 32256, Attention: Corporate Trust Trustee
Administration (unless another address is provided by the Trustee to the Company
for the purpose).

     Any notice or communication to a Holder shall be mailed by first class mail
to his or her address shown on the register kept by the Registrar. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.

SECTION 13.05  Governing Law.

     This Indenture and each Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of said State, without regard to
conflicts of laws principles thereof.

SECTION 13.06  Evidence of Compliance with Conditions Precedent.

     Upon any application or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that in the opinion of the
signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture (except pursuant to Section 3.05) shall include (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

SECTION 13.07  Business Days.

     In any case where the date of payment of principal of or premium, if any,
or interest on the Securities will not be a Business Day, the payment of such
principal of or premium, if any, or interest on the Securities need not be made
on such date but may be made on the next succeeding Business Day, with the same
force and effect as if made on the date of payment and no interest shall accrue
for the period from and after such date.

SECTION 13.08  Trust Indenture Act to Control.

                                       49
<PAGE>

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, such imposed duties shall control.

SECTION 13.09  Table of Contents, Headings, etc.

     The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

SECTION 13.10  Execution in Counterparts.

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

SECTION 13.11  Separability.

     In case any one or more of the provisions contained in this Indenture or in
the Securities shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of the Securities,
but this Indenture and the Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

SECTION 13.12  Assignment.

     The Indenture is binding upon and inures to the benefit of the parties
thereto and their respective successors and assigns.

SECTION 13.13  Acknowledgment of Rights.

     The Company acknowledges that, with respect to any Securities held by AGL
Capital Trust III or a trustee of such trust, if the Property Trustee of such
Trust fails to enforce its rights under this Indenture as the holder of the
Securities held as the assets of AGL Capital Trust III any holder of Trust
Preferred Securities may institute legal proceedings directly against the
Company to enforce such Property Trustee's rights under this Indenture without
first instituting any legal proceedings against such Property Trustee or any
other person or entity. Notwithstanding the foregoing, if an Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Company to pay principal of or premium, if any, or interest on the
Securities when due, the Company acknowledges that a holder of Trust Preferred
Securities may directly institute a proceeding for enforcement of payment to
such holder of the principal of or premium, if any, or interest on the
Securities having a principal amount equal to the aggregate liquidation amount
of the Trust Preferred Securities of such holder on or after the respective due
date specified in the Securities.

                                       50
<PAGE>

                                  ARTICLE XIV

                   REDEMPTION OF SECURITIES -- MANDATORY AND
                             OPTIONAL SINKING FUND

SECTION 14.01  Special Event Redemption.

     If a Tax Event or an Investment Company Act Event has occurred and is
continuing then, notwithstanding Section 14.02(a), the Company shall have the
right at any time prior to the Initial Optional Redemption Date, upon (i) not
less than 10 days written notice to the Trustee, which notice shall be
accompanied by an Officers' Certificate certifying that a Tax Event or an
Investment Company Act Event entitling the Company to redeem the Securities
pursuant to this Section, has occurred and (ii) not less than 10 days nor more
than 60 days written notice to the Securityholders, to redeem the Securities, in
whole (but not in part), within 90 days following the occurrence of such Tax
Event or Investment Company Act Event at the Special Event Redemption Price.
Following a Tax Event or an Investment Company Act Event, the Company shall take
such action as is necessary to promptly determine the Special Event Redemption
Price. The Special Event Redemption Price shall be paid prior to 12:00 noon, New
York time, on the date of such redemption or such earlier time as the Company
determines, provided that the Company shall deposit with the Trustee an amount
            --------
sufficient to pay the Special Event Redemption Price by 10:00 a.m., New York
time, on the date such Special Event Prepayment Price is to be paid. The Company
shall provide the Trustee with written notice of the Special Event Redemption
Price promptly after the calculation thereof.

SECTION 14.02  Optional Redemption by Company.

          (a)  Subject to the provisions of this Article XIV, the Company shall
have the right to redeem the Securities, in whole or in part, from time to time,
on or after Initial Optional Redemption Date at a redemption price (the
"Optional Redemption Price") equal to the outstanding principal amount of the
Securities, plus accrued and unpaid interest thereon to the date of redemption,
if any.

     If the Securities are only partially redeemed pursuant to this Section
14.02, the Securities will be redeemed pro rata or by lot or by any other method
                                       --- ----
utilized by the Trustee; provided, that if at the time of redemption the
                         --------
Securities are registered as a Global Security, the Depositary shall determine,
in accordance with its procedures, the principal amount of such Securities held
for the account of its participants to be redeemed. The Optional Redemption
Price shall be paid prior to 12:00 noon, New York time, on the date of such
redemption or at such earlier time as the Company determines, provided that the
                                                              --------
Company shall deposit with the Trustee an amount sufficient to pay the Optional
Redemption Price by 10:00 a.m., New York time, on the date such Optional
Redemption Price is to be paid.

          (b)  Notwithstanding the first sentence of Section 14.02, upon the
entry of an order for dissolution of the AGL Capital Trust III by a court of
competent jurisdiction, the Securities thereafter will be subject to optional
redemption, in whole only, but not in part, on or after [______], at the
optional redemption prices set forth in Section 14.02 and otherwise in
accordance with this Article XIV.

                                       51
<PAGE>

SECTION 14.03  No Sinking Fund.

     The Securities are not entitled to the benefit of any sinking fund.

SECTION 14.04  Notice of Redemption; Selection of Securities.

     In case the Company shall desire to exercise the right to redeem all, or,
as the case may be, any part of the Securities in accordance with their terms,
it shall fix a date for redemption and shall mail a notice of such redemption at
least 30 and not more than 60 days prior to the date fixed for redemption to the
holders of Securities so to be redeemed as a whole or in part at their last
addresses as the same appear on the Security Register. Such mailing shall be by
first class mail. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

     Each such notice of redemption shall specify the CUSIP number of the
Securities to be redeemed, the date fixed for redemption, the redemption price
at which the Securities are to be redeemed (or the method by which such
redemption price is to be calculated), the place or places of payment, that
payment will be made upon presentation and surrender of the Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. If less than all the Securities are
to be redeemed the notice of redemption shall specify the numbers of the
Securities to be redeemed. In case any Security is to be redeemed in part only,
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities in principal
amount equal to the unredeemed portion thereof will be issued.

     By 10:00 a.m. New York time on the redemption date specified in the notice
of redemption given as provided in this Section, the Company will deposit with
the Trustee or 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
appropriate Redemption Price, together with accrued interest to the date fixed
for redemption.

     The Company will give the Trustee notice not less than 45 days prior to the
redemption date as to the aggregate principal amount of Securities to be
redeemed and the Trustee shall select, in such manner as in its sole discretion
it shall deem appropriate and fair, the Securities or portions thereof (in
integral multiples of $1,000, except as otherwise set forth in the applicable
form of Security) to be redeemed.

SECTION 14.05  Payment of Securities Called for Redemption.

     If notice of redemption has been given as provided in Section 14.04, the
Securities or portions of Securities with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the applicable Redemption Price, together with interest
accrued to the date fixed for redemption (subject to the rights of

                                       52
<PAGE>

holders of Securities on the close of business on a regular record date in
respect of an Interest Payment Date occurring on or prior to the redemption
date), and on and after said date (unless the Company shall default in the
payment of such Securities at the Redemption Price, together with interest
accrued to said date) interest on the Securities or portions of Securities so
called for redemption shall cease to accrue. 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
Company at the applicable Redemption Price, together with interest accrued
thereon to the date fixed for redemption (subject to the rights of holders of
Securities on the close of business on a regular record date in respect of an
Interest Payment Date occurring on or prior to the redemption date).

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

                                  ARTICLE XV

                          SUBORDINATION OF SECURITIES

SECTION 15.01  Agreement to Subordinate.

     The Company covenants and agrees, and each holder of Securities issued
hereunder likewise covenants and agrees, that the Securities shall be issued
subject to the provisions of this Article XV; and each holder of a Security,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

     The payment by the Company of the principal of (including redemption
payments), premium, if any, and interest on all Securities issued hereunder
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to all Senior Indebtedness of the Company,
whether outstanding at the date of this Indenture or thereafter incurred.

     No provision of this Article XV shall prevent the occurrence of any Default
or Event of Default hereunder.

SECTION 15.02  Default on Senior Indebtedness.

     In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, in the event that any applicable grace
period with respect to such default has ended and such default has not been
cured or waived or ceased to exist, or in the event that the maturity of any
Senior Indebtedness of the Company has been accelerated because of a default,
then, in any of these cases, no payment shall be made by the Company with
respect to the principal (including redemption payments) of or premium, if any,
or interest on the Securities.

     In the event of the acceleration of the maturity of the Securities, then no
payment shall be made by the Company with respect to the principal (including
redemption payments) of or

                                       53
<PAGE>

premium, if any, or interest on the Securities until the holders of all Senior
Indebtedness of the Company outstanding at the time of such acceleration shall
receive payment in full.

     In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraphs of this Section 15.02, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing, within 90 days of
such payment of the amounts then due and owing on such Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of such Senior Indebtedness.

SECTION 15.03  Liquidation; Dissolution; Bankruptcy.

     Upon any payment by the Company or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to creditors
upon any dissolution, winding-up, liquidation, reorganization, assignment for
the benefit of creditors, marshaling of assets or any bankruptcy, insolvency,
debt restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of the Company, all Senior Indebtedness of the Company
must first be paid in full, or payment thereof provided for in money in
accordance with its terms, before any payment is made by the Company on account
of the principal (and premium, if any) or interest on the Securities; and upon
any such dissolution or winding-up or liquidation or reorganization, any payment
by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Securityholders
or the Trustee would be entitled to receive from the Company, except for the
provisions of this Article XV, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Securityholders or by the Trustee under the
Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company (pro rata to such holders on the basis of the
                             --- ----
respective amounts of Senior Indebtedness of the Company held by such holders,
as calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all such Senior
Indebtedness of the Company in full, in money or money's worth, after giving
effect to any concurrent payment or distribution to or for the holders of such
Senior Indebtedness of the Company, before any payment or distribution is made
to the Securityholders or to the Trustee.

     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness of the Company
or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, as their respective

                                       54
<PAGE>

interests may appear, as calculated by the Company, for application to the
payment of all Senior Indebtedness remaining unpaid to the extent necessary to
pay all such Senior Indebtedness in full in money in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for the
benefit of the holders of such Senior Indebtedness of the Company.

     For purposes of this Article XV, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XV with respect to
the Securities to the payment of Senior Indebtedness that may at the time be
outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness of the Company are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the sale, conveyance, transfer or lease of its property as an
entirety, or substantially as an entirety, to another Person upon the terms and
conditions provided for in Article X of this Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 15.03 if such other Person shall, as a part of such consolidation,
merger, sale, conveyance, transfer or lease, comply with the conditions stated
in Article X of this Indenture.

SECTION 15.04  Subrogation.

     Subject to the payment in full of all Senior Indebtedness of the Company,
the rights of the Securityholders shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company, as the case may be, applicable to
such Senior Indebtedness of the Company until the principal of (and premium, if
any) and interest on the Securities shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders or
the Trustee would be entitled except for the provisions of this Article XV, and
no payment over pursuant to the provisions of this Article XV to or for the
benefit of the holders of such Senior Indebtedness of the Company by
Securityholders or the Trustee, shall, as between the Company, its creditors
other than holders of Senior Indebtedness of the Company, and the holders of the
Securities, be deemed to be a payment by the Company to or on account of such
Senior Indebtedness. It is understood that the provisions of this Article XV are
and are intended solely for the purposes of defining the relative rights of the
holders of the Securities, on the one hand, and the holders of such Senior
Indebtedness of the Company on the other hand.

     Nothing contained in this Article XV or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness of the Company, and the
holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Securities the principal of (and
premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the Securities and creditors
of the Company, as the case may be,

                                       55
<PAGE>

other than the holders of Senior Indebtedness of the Company, as the case may
be, nor shall anything herein or therein prevent the Trustee or the holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under the Indenture, subject to the rights, if any, under this
Article XV of the holders of such Senior Indebtedness of the Company in respect
of cash, property or securities of the Company, as the case may be, received
upon the exercise of any such remedy.

SECTION 15.05  Trustee to Effectuate Subordination.

     Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article XV and appoints the Trustee such Securityholder's
attorney-in-fact for any and all such purposes.

SECTION 15.06  Notice by the Company.

     The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article XV. Notwithstanding the provisions of this
Article XV or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XV, unless and until a
Responsible Officer of the Trustee assigned to its Principal Office shall have
received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Article VI of
this Indenture, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
       --------  -------
provided for in this Section 15.06 at least two Business Days prior to the date
(i) upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Security), or (ii) moneys and/or U.S. Government
Obligations are deposited in trust pursuant to Article XI, then anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and U.S. Government Obligations and to apply the
same to the purposes for which they were received, and shall not be affected by
any notice to the contrary that may be received by it within two Business Days
prior to such date.

     The Trustee, subject to the provisions of Article VI of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness of the
Company (or a trustee or representative on behalf of such holder), as the case
may be, to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XV, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or

                                       56
<PAGE>

distribution and any other facts pertinent to the rights of such Person under
this Article XV, and, if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

     Upon any payment or distribution of assets of the Company referred to in
this Article XV, the Trustee and the Securityholders shall be entitled to
conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to the
Securityholders, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XV.

SECTION 15.07  Rights of the Trustee; Holders of Senior Indebtedness.

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

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

     Nothing in this Article XV shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.06.

SECTION 15.08  Subordination May Not Be Impaired.

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

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Securityholders, without
incurring responsibility to the Securityholders and without impairing or
releasing the subordination provided in this Article XV or the obligations

                                       57
<PAGE>

hereunder of the holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

                                  ARTICLE XVI

                     EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 16.01  Extension of Interest Payment Period.

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right, at any time and from time to time during the term of the
Securities, to defer payments of interest by extending the interest payment
period of such Securities for a period not exceeding 20 consecutive quarters,
including the first such quarter during such extension period (the "Extended
Interest Payment Period"), during which Extended Interest Payment Period no
interest shall be due and payable; provided that no Extended Interest Payment
                                   -------- ----
Period shall end on a date other than an Interest Payment Date or extend beyond
the Maturity Date. To the extent permitted by applicable law, interest, the
payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 16.01, will bear interest thereon at the
Coupon Rate compounded quarterly for each quarter of the Extended Interest
Payment Period ("Compounded Interest"). At the end of the Extended Interest
Payment Period, the Company shall pay all interest accrued and unpaid on the
Securities, including any Additional Interest and Compounded Interest (together,
"Deferred Interest") that shall be payable to the holders of the Securities in
whose names the Securities are registered in the Security Register on the first
record date preceding the end of the Extended Interest Payment Period. Before
the termination of any Extended Interest Payment Period, the Company may further
defer payments of interest by further extending such period, provided that such
                                                             --------
period, together with all such previous and further extensions within such
Extended Interest Payment Period, shall not exceed 20 consecutive quarters,
including the first such quarter during such Extended Interest Payment Period,
or extend beyond the Maturity Date. Upon the termination of any Extended
Interest Payment Period and the payment of all Deferred Interest then due, the
Company may commence a new Extended Interest Payment Period, subject to the
foregoing requirements. No interest shall be due and payable during an Extended
Interest Payment Period, except at the end thereof, but the Company may prepay
at any time all or any portion of the interest accrued during an Extended
Interest Payment Period.

SECTION 16.02  Notice of Extension.

          (a)  If the Property Trustee is the only registered holder of the
Securities at the time the Company selects an Extended Interest Payment Period,
the Company shall give written notice to the Administrative Trustees, the
Property Trustee and the Trustee of its selection of such Extended Interest
Payment Period five Business Days before the earlier of (i) the next

                                       58
<PAGE>

succeeding date on which Distributions on the Trust Securities issued by AGL
Capital Trust III are payable, or (ii) the date AGL Capital Trust III is
required to give notice of the record date, or the date such Distributions are
payable, to any national securities exchange or to holders of the Trust
Preferred Securities issued by AGL Capital Trust III, but in any event at least
five Business Days before such record date.

          (b)  If the Property Trustee is not the only holder of the Securities
at the time the Company selects an Extended Interest Payment Period, the Company
shall give the holders of the Securities and the Trustee written notice of its
selection of such Extended Interest Payment Period at least five Business Days
before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the
date the Company is required to give notice of the record or payment date of
such interest payment to any national securities exchange.

          (c)  The quarter in which any notice is given pursuant to paragraphs
(a) or (b) of this Section 16.02 shall be counted as one of the 20 quarters in
the maximum Extended Interest Payment Period permitted under Section 16.01.

                                 ARTICLE XVII

                                   GUARANTEE

SECTION 17.01  Guarantee.

     The Guarantor hereby unconditionally guarantees to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of each such Holder, the payment of the principal of (and premium, if
any) and interest, if any, on each such Security, the payment of any sinking
fund payments and the payment of any additional amounts, each as provided for
pursuant to the terms of such Security when and as the same shall become due and
payable, in accordance with the terms of such Security and of this Indenture. In
case of the failure of the Company to make any such payment of principal (or
premium, if any) or interest, if any, or sinking fund payment or payment of
additional amounts, the Guarantor hereby agrees to cause any such payment to be
made when and as the same shall become due and payable by acceleration, call for
redemption or otherwise, as if such payment were made by the Company.

     This Guarantee constitutes an unsecured obligation of the Guarantor and
shall be subordinated and junior in right of payment to all Senior Indebtedness
of the Guarantor, whether outstanding at the date of this Indenture or
thereafter incurred.

     The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
such Security or this Indenture, the absence of any action to enforce the same,
any waiver or consent by the Holder of such Security or by the Trustee with
respect to any provisions thereof or of this Indenture, the obtaining of any
judgment against the Company or any action to enforce the same or any other
circumstances which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. The Guarantor hereby waives the benefits of division and
discussion, diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest or notice with respect
to such Security or the indebtedness evidenced thereby or with respect to any
sinking

                                       59
<PAGE>

fund payment required pursuant to the terms of such Security and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
complete performance of the obligations contained in the Securities and in the
Guarantees. The Guarantees are guarantees of payment and not of collection. If
the Trustee or the Holder of any Security is required by any court or otherwise
to return to the Company or the Guarantor, or any custodian, receiver,
liquidator, trustee, sequestrator or other similar official acting in relation
to the Company or the Guarantor, any amount paid to the Trustee or such Holder
in respect of a Security, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect.

     The Guarantor shall be subrogated to all rights of the Holders of the
Securities of a particular series against the Company in respect of any amounts
paid by the Guarantor on account or such Security pursuant to the provisions of
the Guarantees or this Indenture; provided, however, that the Guarantor shall
not be entitled to enforce or to receive any payments arising out of, or based
upon, such right of subrogation until the principal of (and premium, if any) and
interest, if any, on all Securities of such series issued hereunder shall have
been paid in full.

SECTION 17.02  Delivery of Guarantee.

     To evidence its guarantee provided in Section 17.01, the Guarantor hereby
agrees to the Guarantee, to be endorsed on each Security authenticated and
delivered by the Trustee.

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantor. The Guarantor hereby agrees that its
Guarantee set forth in Section 17.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee.

                                       60
<PAGE>

     Trustee hereby accepts the trusts in this Indenture declared and provided,
upon the terms and conditions hereinabove set forth.

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

                                  AGL RESOURCES INC.



                                  By:
                                       -----------------------------------
                                       Richard T. O'Brien
                                       Executive Vice President and
                                       Chief Financial Officer



                                  AGL CAPITAL CORPORATION



                                  By:
                                       -----------------------------------
                                       Paul R. Shlanta
                                       President


                                  THE BANK OF NEW YORK,
                                  as Trustee



                                  By:
                                       -----------------------------------
                                       Derek Kettel
                                       Agent

                                       61
<PAGE>

                                   EXHIBIT A

         Certificate No. 1


                            AGL CAPITAL CORPORATION

            [ ]% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                            DUE [ _______________ ]

         AGL Capital Corporation, a Nevada corporation (the "Company", which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to The Bank of New York, as Property
Trustee for AGL Capital Trust III or registered assigns, the principal sum of [
______________________ ] ([ ___________]) on [ _____] (the "Maturity Date"),
unless previously redeemed, and to pay interest on the outstanding principal
amount hereof from [ __________ ], or from the most recent interest payment date
(each such date, an "Interest Payment Date") to which interest has been paid or
duly provided for, [________] (subject to deferral as set forth herein) in
arrears on [ ________________ ] of each year, commencing [ ___________ ] at the
rate of [ ]% per annum until the principal hereof shall have become due and
payable, and at the same rate per annum 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 [_______]. 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 and, for any period less than a full calendar month, the number of
days elapsed in such month. In the event that any date on which the principal of
(or premium, if any) or interest on this Security is payable is not a Business
Day, then the payment 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), 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 Security (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
[___] day of the month preceding the relevant interest payment date. Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the holders on such regular record date and may be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the holders of Securities not less than 10 days prior
to such special record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.

         The principal of (and premium, if any) and interest on this Security
shall be payable at the office or agency of the Trustee maintained for that
purpose in any coin or currency of the

                                      A-1
<PAGE>

United States of America that at the time of payment is legal tender for payment
of public and private debts; provided, however, that, payment of interest may be
made at the option of the Company by (i) check mailed to the holder at such
address as shall appear in the Security Register or (ii) by transfer to an
account maintained by the Person entitled thereto, provided that proper written
transfer instructions have been received by the relevant record date.
Notwithstanding the foregoing, so long as the Holder of this Security is the
Property Trustee, the payment of the principal of (and premium, if any) and
interest on this Security will be made at such place and to such account as may
be designated by the Property Trustee.

         The indebtedness evidenced by this Security 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 Security is issued subject
to the provisions of the Indenture with respect thereto. Each holder of this
Security, by accepting the same, (i) agrees to and shall be bound by such
provisions, (ii) 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 (iii) appoints the Trustee 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 Security shall not be entitled to any benefit under the Indenture
hereinafter referred to, or 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.

         This Security is unsecured and is unconditionally guaranteed by AGL
Resources Inc.

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

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

                                                   AGL CAPITAL CORPORATION



                                                   By: _______________________
                                                       Paul R. Shlanta
                                                       President
Attest:


By: _______________________
    Name:
    Title:

                                      A-2
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

         This is one of the Securities referred to in the within mentioned
Indenture.

         Dated ______________________

         THE BANK OF NEW YORK,
         as Trustee

         By _________________________
                 Authorized Signatory

                                      A-3
<PAGE>

         This Security is one of the Securities of the Company (herein sometimes
referred to as the "Securities"), specified in the Indenture, all issued or to
be issued under and pursuant to an Indenture, dated as of [_________] (the
"Indenture"), duly executed and delivered between the Company, AGL Resources
Inc. (the "Guarantor") and The Bank of New York, as Trustee (the "Trustee"), 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 Company, the Guarantor and the holders of the Securities.

         Upon the occurrence and continuation of a Tax Event or an Investment
Company Event, the Company shall have the right at any time, within 90 days
following the occurrence of such Tax Event or Investment Company Event, prior to
[__________] (the "Initial Optional Redemption Date"), to redeem this Security
in whole (but not in part) at the Special Event Redemption Price. "Special Event
Redemption Price" shall mean, with respect to any redemption of the Securities
following a Tax Event or Investment Company Event, an amount of cash equal to
100% of the principal amount to be redeemed plus accrued and unpaid interest
thereon, if any.

         In addition, the Company shall have the right to redeem this Security,
in whole or in part, at any time on or after the Initial Optional Redemption
Date (an "Optional Redemption"), at a redemption price (the "Optional Redemption
Price") equal to the outstanding principal amount of the Securities, plus
accrued and unpaid interest thereon, if any, to the date of redemption.

         The Optional Redemption Price or the Special Event Redemption Price, as
the case requires, shall be paid prior to 12:00 noon, New York time, on the date
of such redemption or at such earlier time as the Company determines, provided,
that the Company shall deposit with the Trustee an amount sufficient to pay the
applicable Redemption Price by 10:00 a.m., New York City time, on the date such
Redemption Price is to be paid. Any redemption pursuant to this paragraph will
be made upon not less than 10 days nor more than 60 days notice. If the
Securities are only partially redeemed by the Company pursuant to an Optional
Redemption, the Securities will be redeemed pro rata or by lot or by any other
method utilized by the Trustee; provided that if, at the time of redemption, the
Securities are registered as a Global Security, the Depositary shall determine
in accordance with its procedures the principal amount of such Securities held
for the account of its participants to be redeemed.

         In the event of redemption of this Security in part only, a new
Security or Securities 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 Securities 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 Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the Securities at the time outstanding, 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

                                      A-4
<PAGE>

Indenture or of modifying in any manner the rights of the holders of the
Securities; provided, however, that no such supplemental indenture shall,
without the consent of each holder of Securities then outstanding and affected
thereby, (i) extend the Maturity Date of any Securities, or reduce the principal
amount thereof, or reduce any amount payable on redemption thereof, or reduce
the rate or extend the time of payment of interest thereon (subject to Article
XVI of the Indenture), or make the principal of, or interest or premium on, the
Securities payable in any coin or currency other than U.S. dollars, or impair or
affect the right of any holder of Securities to institute suit for the payment
thereof, or (ii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture. The Indenture
also contains provisions permitting the holders of a majority in aggregate
principal amount of the Securities at the time outstanding, on behalf of all of
the holders of the Securities, to waive any past default in the performance of
any of the covenants contained in the Indenture, or established pursuant to the
Indenture, and its consequences, except a default in the payment of the
principal of or premium, if any, or interest on any of the Securities or a
default in respect of any covenant or provision under which the Indenture cannot
be modified or amended without the consent of each holder of Securities then
outstanding. Any such consent or waiver by the holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future holders and owners of this Security and of any
Security 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 Security.

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

         The Company shall have the right, at any time and from time to time
during the term of the Securities, to defer payments of interest by extending
the interest payment period of such Securities for a period not exceeding
[__________], including the first such [______] during such extension period,
and not to extend beyond the Maturity Date of the Securities (an "Extended
Interest Payment Period"), at the end of which period the Company shall pay all
interest then accrued and unpaid (together with interest thereon at the rate
specified for the Securities to the extent that payment of such interest is
enforceable under applicable law). Before the termination of any such Extended
Interest Payment Period, the Company may further defer payments of interest by
further extending such Extended Interest Payment Period, provided that such
Extended Interest Payment Period, together with all such previous and further
extensions within such Extended Interest Payment Period, shall not exceed
[_____________], including the first [_______] during such Extended Interest
Payment Period and shall not end on any date other than an Interest Payment
Date, or extend beyond the Maturity Date of the Securities. Upon the termination
of any such Extended Interest Payment Period and the payment of all accrued and
unpaid interest and any additional amounts then due, the Company may commence a
new Extended Interest Payment Period, subject to the foregoing requirements.

         The Company and the Guarantor have agreed not to (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of their respective capital stock
(which includes common and preferred stock) or (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any of

                                      A-5
<PAGE>

their debt securities that rank pari passu with or junior in right of payment
to, with respect to the Company, the Company's Securities or with respect to the
Guarantor, its debt that is subordinated to its Senior Indebtedness, or (iii)
make any guarantee payments with respect to any guarantee of the debt securities
of any of their respective subsidiaries if such guarantee ranks pari passu with
or junior in right of payment to, with respect to the Company, the Securities or
with respect to the Guarantor, debt that is subordinated to its Senior
Indebtedness (other than (a) dividends or distributions in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Common Stock
of the Company or the Guarantor; (b) any declaration of a dividend in connection
with the implementation of a stockholder's rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto; (c) payments under the Trust Preferred Securities
Guarantee; (d) as a direct result of, and only to the extent required in order
to avoid the issuance of fractional shares of capital stock, following a
reclassification of the Company's capital stock or the exchange or conversion of
one class or series of the Company's capital stock for another class or series
of the Company's capital stock; and (e) the purchase of fractional interests in
shares of the Company's capital stock pursuant to the exchange or conversion of
such capital stock or the security being exchanged or converted) if at such time
(i) an Event of Default shall have occurred and be continuing, (ii) there shall
have occurred any event of which the Company or the Guarantor has actual
knowledge that (a) is, or with the giving of notice or the lapse of time, or
both, would be, an Event of Default and (b) in respect of which the Company
shall not have taken reasonable steps to cure, (iii) the Company or the
Guarantor shall be in default with respect to its payment obligations under the
Trust Preferred Securities Guarantee or (iv) the Company shall have given notice
of its election of the exercise of its right to extend the interest payment
period, or any extension thereof, pursuant to Section 16.01 of the Indenture and
shall not have rescinded such notice, and such exercise of its right to extend
the interest payment period, or any extension thereof, shall have commenced.

         The Securities are issuable only in registered form without coupons in
denominations of $[_____] and any integral multiple thereof. As provided in the
Indenture and subject to the transfer restrictions limitations as may be
contained herein and therein from time to time, this Security is transferable by
the holder hereof on the Security Register of the Company, upon surrender of
this Security for registration of transfer at the office or agency of the
Company in the City and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Security
Registrar duly executed by the holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities 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 Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.

         Prior to due presentment for registration of transfer of this Security,
the Company, the Trustee, any authenticating agent, any paying agent, any
transfer agent and the registrar may deem and treat the holder hereof as the
absolute owner hereof (whether or not this Security 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 (subject to the
Indenture) interest due hereon and for all other purposes, and neither the
Company nor the Trustee nor any authenticating agent nor any

                                      A-6
<PAGE>

paying agent nor any transfer agent nor any registrar shall be affected by any
notice to the contrary.

         No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this Security, 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 Company or of any predecessor or successor Person, 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.

         AGL Resources will guarantee on a junior subordinated basis the payment
of the principal (and premium, if any) and interest on the Securities, except
that no payment of interest will be made under the guarantee for any period
during which AGL Capital has exercised its right to defer interest payments on
the Securities. The guarantee will rank junior to AGL Resources' debt which is
not specifically subordinated.

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

         THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PROVISIONS THEREOF.

                                      A-7
<PAGE>

         The undersigned Guarantor has unconditionally guaranteed to each Holder
of a Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of each such Holder, the payment of the principal of (and premium, if
any) and interest, if any, on each such Security, the payment of any sinking
fund payments and the payment of any additional amounts, each as provided for
pursuant to the terms of such Security when and as the same shall become due and
payable, in accordance with the terms of such Security and of the Indenture. In
case of the failure of the Company to make any such payment of principal (or
premium, if any) or interest, if any, or sinking fund payment or payment of
additional amounts, the Guarantor has agreed to cause any such payment to be
made when and as the same shall become due and payable by acceleration, call for
redemption or otherwise, as if such payment were made by the Company.

         This Guarantee constitutes an unsecured obligation of the Guarantor and
shall be subordinated and junior in right of payment to all Senior Indebtedness
of the Guarantor, whether outstanding at the date of this Indenture or
thereafter incurred.

         The obligations of the undersigned to the Holders of the Securities and
to the Trustee are expressly set forth in Article XVII of the Indenture and
reference is hereby made to the Indenture for the precise terms of this
Guarantee.



         [_______________]



                                        AGL RESOURCES INC.



                                        By:
                                        Name: Elizabeth J. White
                                        Title: Vice President and Controller

                                      A-8