INDENTURE

COMMONWEALTH EDISON COMPANY

TO

CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST
COMPANY OF CHICAGO

TRUSTEE

DATED AS OF JANUARY 1, 1954



COMMONWEALTH EDISON COMPANY
INDENTURE DATED AS OF JANUARY 1, 1954

TABLE OF CONTENTS*
                                                        PAGE
Parties                                                 1
Recitals:
 Purposes of Indenture                                  1
 Form of bond of 1979 Series issuable by
        Commonwealth Edison Company                     2
 Form of assumption endorsement to appear on
        bonds of 1979 Series                            6
 General form of coupon bond issuable by
        Northern Illinois Gas Company.                  7
 General form of interest coupon                        10
 General form of registered bond without
        coupons issuable by Northern
        Illinois Gas Company                            10
 Form of Trustee's certificate of
        authentication                                  13
 Authorization of Indenture                             13
Grant to Trustee                                        14
Legal descriptions of real estate granted to Trustee    14
Reservations to Commonwealth Edison Company             52
Descriptions of other property granted to Trustee       53
Property excepted from lien                             55
Certain excepted property to cease to be
        excepted upon default                           59
Grant subject to certain liens                          59
Trust on which grant to Trustee made                    60
Condition on which grant to Trustee made                60

ARTICLE I

DEFINITIONS

General statement as to meaning of defined terms        60
Sec. 1.01.accountant                                    61
Sec. 1.02.accountant's certificate                      61
Sec. 1.03.accountant, independent                       61
Sec. 1.04.accountant's certificate, independent         61
Sec. 1.05.annual certificate                            61
Sec. 1.06.appraiser, independent                        61

*NOTE:    The Table of Contents was not a part
          of the Indenture in the form in
          which it was executed.

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                                                        PAGE
Sec. 1.07.appraiser's certificate, independent          61
Sec. 1.08.authenticated and delivered                   61
Sec. 1.09.Board of Directors                            62
Sec. 1.10.bondable bond retirements                     62
Sec. 1.11.bondholder; holder of bonds                   62
Sec. 1.12.bonds                                         62
Sec. 1.13.Company                                       63
Sec. 1.14.cost; fair value                              63
Sec. 1.15.counsel, opinion of                           63
Sec. 1.16.current provisions for depreciation           63
Sec. 1.17.default                                       64
Sec. 1.18.default, completed                            64
Sec. 1.19.engineer                                      64
Sec. 1.20.engineer's certificate                        64
Sec. 1.21.engineer, independent                         64
Sec. 1.22.engineer's certificate, independent           64
Sec. 1.23.Indenture                                     65
Sec. 1.24.interim certificate                           65
Sec. 1.25.lien hereof; lien of this Indenture           65
Sec. 1.26.mortgage date of acquisition                  65
Sec. 1.27.mortgaged property                            66
Sec. 1.28.net earnings                                  66
Sec. 1.29.net earnings certificate                      67
Sec. 1.30.net salvage                                   67
Sec. 1.31.newspaper, authorized                         68
Sec. 1.32.office of the Trustee                         68
Sec. 1.33.officers' certificate                         68
Sec. 1.34.order of the Company; request of the Company  68
Sec. 1.35.outstanding                                   68
Sec. 1.36.permitted liens                               69
Sec. 1.37.prior lien                                    70
Sec. 1.38.prior lien bonds                              70
Sec. 1.39.property additions                            70
Sec. 1.40.property additions, exclusions there from     70
Sec. 1.41.property additions, net                       70
Sec. 1.42.property, gas utility                         71
Sec. 1.43.property of the character of property
                additions                               71
Sec. 1.44.renewal fund payment                          71
Sec. 1.45.renewal fund requirement                      71
Sec. 1.46.resolution                                    71
Sec. 1.47.retired                                       71
Sec. 1.48.sinking fund                                  72
Sec. 1.49.Trustee                                       72
Sec. 1.50.trustee                                       72
Sec. 1.51.utilized under this Indenture                 72


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                                                        PAGE
Sec. 1.52. year                                         72
       Acceptance by Trustee of any certificate or
       opinion to constitute evidence of acceptability
       to or approval by Trustee of signer or signers   72

ARTICLE II

ADOPTION OF INDENTURE AND ASSUMPTION OF BONDS
OF 1979 SERIES BY GAS COMPANY

Sec. 2.01.Recital of agreement of Commonwealth Edison
        Company to convey mortgaged property and certain
        other properties to Northern Illinois Gas Company
        and of agreement of Northern Illinois Gas
        Company to adopt Indenture and to assume bonds of
        1979 Series of Commonwealth Edison Company      73
       Adoption of Indenture to be effected
        by execution and delivery by Northern
        Illinois Gas Company of indenture to Trustee    73
       Assumption of bonds of 1979 Series to be
        effected by execution by Northern Illinois
        Gas Company of assumption endorsement           73
       Redesignation of bonds of 1979 Series as bonds
        of Northern Illinois Gas Company                74
Sec. 2.02.Trustee authorized to join with Northern
        Illinois Gas Company in indenture of adoption
        and to authenticate and deliver bonds of
        1979 Series bearing new designation             74
       Trustee to receive:
       (a) officers' certificate as to compliance
        with conditions precedent.                      74
       (b) opinion of counsel as to certain matters     74
       (c) authenticated orders of Illinois Commerce
        Commission referred to in opinion of counsel    75
Sec.2.03. Commonwealth Edison Company to be discharged
        from all liability and obligation in respect
        of Indenture and bonds of 1979 Series and
        Northern Illinois Gas Company to become sole
        mortgagor and obligor                           75

ARTICLE III

ANNUAL AND INTERIM CERTIFICATES

Sec. 3.01. Covenant to file annual certificates with
        Trustee                                         76
       Contents of annual certificate:
       (a) balance, if any, of net property additions
        not previously utilized under Indenture at
        end of year covered by most recent annual
        certificate; sum of $9,000,000 to be stated
        if no annual certificate previously filed       76
       (b) with respect to property additions during
        preceding year: (1) to (10), inclusive,
        specifying certain matters to be covered
        under (b)                                       76

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                                                        PAGE
        (11) specification of certificates,etc.,
        to accompany, under certain circumstances,
        annual certificate with respect to (b):
         (i) independent engineer's certificate         78
         (ii) independent appraiser's certificate       78
         (iii) independent accountant's certificate     78
         (iv) opinion of counsel                        78
         (v) instruments of conveyance, assignment
                or transfer                             79
       (c) with respect to current provisions for
        depreciation for preceding year:
        (1) to (5), inclusive, specifying matters
        to be covered under (c)                         79
       (d) amount of renewal fund requirement,
        if any,for preceding year                       79
       (e) aggregate amount of net property additions,
        if any, utilized under Indenture during
        preceding year                                  79
       (f) amount, if any, necessary to be added to
        net property additions to avoid negative
        balance of net property additions not utilized
        under Indenture at end of preceding year        80
       (g) balance, if any, of net property additions
        not utilized under Indenture at end of
        preceding year                                  80
       (h) balance, if any, of bondable bond
        retirements not utilized under Indenture
        at end of year covered by most recent annual
         certificate                                    80
       (i) with respect to bondable bond retirements,
        if any, during  preceding year:
       (1) and (2) specifying matters to be covered
        under (i)                                       80
       (j) aggregate amount of bondable bond
        retirements, if any, utilized under
        Indenture during preceding year                 80
       (k) balance, if any, of bondable bond
        retirements not utilized under Indenture at
        end of preceding year                           80
       (l) with respect to amount of cash, if any,
        to be deposited with Trustee at time of
        filing of annual certificate:
        (1) to (6), inclusive, specifying matters
        to be covered under (1)
       Opinion of counsel, officers' certificates and,
        in certain circumstances, independent engineer's
        certificate to be filed with annual certificate 81
Sec. 3.02. Contents of each interim certificate filed
        with Trustee                                    81
       (a) balance, if any, of net property additions
        not previously utilized under Indenture at
        end of year covered by most recent annual
        certificate; sum of $9,000,000 to be stated if no
        annual certificate previously filed             81
       (b) aggregate amount of property additions,
        if any, previously included in an interim
        certificate but not in an annual certificate    82
       (c) aggregate amount of current provisions for
        depreciation, if any, previously deducted in an
        interim certificate but not in an annual
        certificate                                     82

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                                                        PAGE
        (d) with respect to property additions, if
        any, not previously included in an annual
        certificate or in an interim certificate, but
        which Company elects to include in interim
        certificate then being filed:
        (1) to (8), inclusive, specifying certain
        matters to be covered under (d)                 82
        (9) specification of certificates, etc., to
        accompany, under certain circumstances,
        interim certificate with respect to (d):
        (i) independent engineer's certificate          83
        (ii) independent appraiser's certificate        84
        (iii) independent accountant's certificate      84
        (iv) opinion of counsel                         84
        (v) instruments of conveyance, assignment
                or transfer                             84
        (e) with respect to current provisions for
        depreciation, not previously deducted in an
        annual certificate or in an interim cer-
        tificate, for period from end of year covered
        by most recent annual certificate, if any,
        filed with Trustee, or, if no such
        annual certificate filed, from February 1,
        1954, to date not earlier than latest mortgage
        date of acquisition of any of property additions,
        if any, included under (d) of Section 3.02:
        (1) to (5), inclusive, specifying matters
        to be covered under (e)                         85
        (f) aggregate amount of net property additions,
        if any, previously utilized under Indenture
        on basis of interim certificates but not
        included as net property additions utilized under
        Indenture in an annual certificate              85
        (g) aggregate amount of net property additions
        which may be utilized under Indenture           85
        (h) with respect to net property additions
        which are being utilized under Indenture on
        basis of interim certificate then being filed:
        (1) to (6), inclusive, specifying matters
        to be covered under (h)                         85
        (i) balance, if any, of bondable bond
        retirements not utilized under Indenture at
        end of year covered by most recent annual
        certificate                                     86
        (j) aggregate amount of bondable bond
        retirements, if any, previously included in
        an interim certificate but not in an annual
        certificate                                     86
        (k) with respect to bondable bond retirements,
        if any, not previously included in an annual
        certificate or in an interim certificate, but
        which Company elects to include in interim cer-
        tificate then being filed:
        (1), (2) and (3) specifying matters to be
        covered under (k)                               86
        (1) aggregate amount of bondable bond
        retirements, if any, previously utilized
        under Indenture on basis of interim
        certificates but not included as bondable
        bond retirements utilized under Indenturen
        an annual certificate                           87

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                                                        PAGE
        (m) aggregate amount of bondable bond
        retirements which may be utilized under
        Indenture                                       87
        (n) with respect to bondable bond retirements
        which are being utilized under Indenture on
        basis of interim certificate then being filed:
        (1) to (6), inclusive, specifying matters to
        be covered under (n)                            87
        (o) with respect to current provisions for
        depreciation for period from end of year
        covered by most recent annual certificate, if
        any, or, if no such certificate theretofore
        filed, from February 1, 1954, to date within
        sixty days of date of interim certificate
        then being filed:
        (1) to (6), inclusive, specifying matters to
        be covered under (o)                            88
        (p) no defaults and compliance with conditions
        precedent                                       89
        Opinion of counsel to be filed with each interim
        certificate re compliance with conditions
        precedent                                       89
        Net property additions or bondable bond
        retirements may in certain circumstances be
        utilized for complete elimination of cash
        otherwise required to be deposited with Trustee 89

ARTICLE IV

DESIGNATION, FORM, EXECUTION, REGISTRATION AND EXCHANGE OF BONDS

Sec. 4.01.Issue in series                               89
       General designation of bonds issuable
        by Northern Illinois Gas Company                90
       Change in designation                            90
       Characteristics with respect to which
        bonds of different series to be identical       90
       Date of bonds                                    90
Sec. 4.02.Designation, terms and provisions of bonds
        of each series, to extent not set forth in
        Indenture, to be set forth in a supplemental
        indenture                                       91
       Authorized terms, provisions and
        characteristics of bonds of several series      91
Sec. 4.03.Bonds, interest coupons and Trustee's
        certificate to be substantially in forms set
        forth in recitals in Indenture                  92
       Bonds may be engraved, lithographed or printed   92
       Legends upon bonds                               93
Sec. 4.04.Denominations of definitive coupon bonds
        and registered bonds                            93
Sec. 4.05.Execution of bonds and coupons                93
Sec. 4.06.Maintenance of offices or agencies and
        keeping of books for registration, transfer
        and exchange of bonds                           94
Sec. 4.07.Registration of coupon bonds as to principal  94
Sec. 4.08.Transfer of registered bonds                  94
Sec. 4.09.Exchange of coupon bonds as between
        denominations                                   95

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                                                        PAGE
        Exchange of coupon bonds for registered bonds   95
        Exchange of registered bonds as between
        denominations                                   95
        Exchange of registered bonds for coupon bonds   95
Sec. 4.10.Temporary bonds                               95
Sec. 4.11.Conditions with respect to exchanges of bonds 97
Sec. 4.12.Lost, destroyed or mutilated bonds            97
Sec. 4.13.Persons deemed owners of bonds and coupons    98
Sec. 4.14.Authentication of bonds                       98
Sec. 4.15.Conditions with respect to previously
        authenticated bonds delivered by Company
        to Trustee                                      99
Sec. 4.16.Disposition of bonds delivered to Trustee     99

ARTICLE V

BONDS OF 1979 SERIES

Sec. 5.01.Designations of bonds of 1979 Series          99
        Bonds of 1979 Series outstanding not to exceed
        $60,000,000 principal amount                    99
Sec. 5.02.Bonds of 1979 Series issuable by
        Commonwealth Edison Company to be registered
        bonds without coupons                           100
        Bonds of 1979 Series issuable by Northern
        Illinois Gas Company to be coupon bonds
        registrable as to principal and registered bonds
        without coupons                                 100
Sec. 5.03.Denominations and numbering of bonds of
        1979 Series                                     100
        Date, maturity date, interest rate and interest
        payment dates of bonds of 1979 Series           100
        Medium of payment of principal of and interest
        on bonds of 1979 Series                         100
        Places of payment of principal and interest and
        for registration, transfer and exchange of bonds
        of 1979 Series                                  100
Sec. 5.04. Redemption of bonds of 1979 Series           101
Sec. 5.05. Sinking fund for bonds of 1979 Series        101
      I. Time and amount of sinking fund payments to be
        made by Company                                 101
      Sinking fund payments subject to reduction by
        amount equal to principal amount of bonds of
        1979 Series reacquired by Company and delivered
        to Trustee for cancellation                     101
      Trustee to receive within period for each sinking
        fund payment:
      (a) officers' certificate as to certain matters   102
      (b) uncancelled bonds of 1979 Series, if any      102
      (c) cash, if any, specified in officers'
        certificate                                     102
      II. Application by Trustee of sinking fund cash
        toward redemption of bonds of 1979 Series by
        payment of applicable sinking fund redemption
        price set forth in Section 5.04                 102
      (a) Company may direct Trustee to apply specified
        amount of sinking fund cash toward redemption of
        bonds of 1979 Series.                           103

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                                                        PAGE
        (b) Sinking fund cash in excess of specified
        amount on deposit with Trustee to be applied by
        Trustee toward redemption of bonds of 1979 Series
        under specified circumstances                   103
        (c) If sinking fund cash on deposit with
        Trustee is less than specified amount, Company
        may direct Trustee to apply specified amount of
        such cash toward redemption of bonds of 1979
        Series under specified circumstances            103
        Covenant of Company to deposit, in case of
        each redemption pursuant to Division II, cash
        equal to premium and accrued interest on bonds
        of 1979 Series to be redeemed                   103
        Sinking fund cash to be applied toward
        redemption of bonds of 1979 Series pursuant
        to Division II may, and in case of (b) above
        shall, be deemed to include, to extent specified,
        cash received by Trustee from sale of government
        obligations                                     103
        Amount of sinking fund cash expended by Trustee
        in purchase of government obligations to be
        included in determination of amount of sinking
        fund cash on deposit with Trustee for purposes
        of (b) and (c) above                            104
        III. Sinking fund cash on deposit with Trustee
        may be paid to Company in amount equal to
        principal amount of bonds of 1979 Series
        reacquired by Company and certified to
        Trustee as basis for such withdrawal            104
        Trustee to receive:
        (a) request of Company for such payment         104
        (b) officers' certificate as to certain matters 104
        (c) uncancelled bonds of 1979 Series, if any    105
        (d) opinion of counsel as to compliance with
        conditions precedent.                           105
        IV. Principal amounts of bonds of 1979 Series
        to be certified to Trustee, and amounts of
        sinking fund cash to be applied toward redemption
        of bonds of 1979 Series, only in multiples of
        $1,000.                                         105
        V. On retirement of all bonds of 1979 Series,
        sinking fund cash on deposit with Trustee to
        be paid to Company on request therefor          105

ARTICLE Vl

ISSUANCE OF BONDS

        Sec. 6.01. Aggregate principal amount of bonds
        issuable under Indenture not limited            105
        Power of Board of Directors to fix terms of
        sale of bonds not limited                       106
        Trustee not to authenticate bonds if Company
        in default                                      106
        Sec. 6.02 Not exceeding $60,000,000 principal
        amount of bonds of 1979 Series may be executed
        by Commonwealth Edison Company and authenticated
        and delivered by Trustee                        106

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                                                        PAGE
       Trustee to receive:
       (a) request of Commonwealth Edison Company for
        authentication                                  106
       (b) officers' certificate as to compliance with
        conditions precedent.                           106
       (c) opinion of counsel as to certain matters     106
       (d) authenticated orders of Illinois Commerce
        Commission referred to in opinion of counsel    106
        Sec. 6.03.Exchange of bonds of 1979 Series
        issued by Commonwealth Edison Company for bonds
        designated as bonds of Northern Illinois Gas
        Company                                         107
        Sec. 6.04.Trustee to receive upon application
        for authentication of bonds:
       (a) resolution of Board of Directors             107
       (b) officers' certificate, in certain cases,
        with respect to certain  matters                108
       (c) opinion of counsel with respect to
        certain matters                                 108
       (d) authenticated orders, if any, of governmental
        authorities                                     108
       (e) supplemental indenture in case bonds
        constitute initial issue  of particular series  108
        Sec. 6.05.Bonds other than bonds of 1979 Series
        issuable in principal amount equal to 66 2/3%
        of amount of net property additions not pre-
        viously utilized under Indenture                108
       Trustee to receive:
       (a) instruments and documents specified in
        Section 6.04                                    109
       (b) interim certificate, to be accompanied by
        certain certificates, etc., as required under
        particular circumstances                        109
       (c) net earnings certificate, to be signed by
        independent accountant under certain
        circumstances                                   109

        Sec. 6.06. Bonds other than bonds of 1979 Series
        issuable in principal amount equal to amount of
        deposited cash                                  109
        Trustee to receive:
        (a) instruments and documents specified in
        Section 6.04                                    109
        (b) cash                                        109
        (c) net earnings certificate, to be signed
        by independent accountant under certain
        circumstances                                   109
        Cash deposited under Section 6.06 to be
        held and applied under Section 11.02            110

        Sec. 6.07. Bonds other than bonds of 1979
        Series issuable in principal amount equal to
        amount of bondable bond retirements not previously
        utilized under Indenture                        110
        Trustee to receive:
        (a) instruments and documents specified
        in Section 6.04                                 110
        (b) interim certificate, together with bonds,
        if any to be surrendered, and cash, if any to
        be deposited                                    110

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                                                        PAGE
       (c) net earnings certificate in certain cases,
        to be signed by independent accountant under
        certain circumstances                           110

ARTICLE VII

REDEMPTION OF BONDS

        Sec. 7.01.Redemptions of bonds to be effected in
        manner set forth in Section 7.01 in absence of
        different provisions in any agreement of
        bondholders or supplemental indenture           111
        Manner of effecting redemption                  111
        Sec. 7.02.Bonds called for redemption to become
        due and payable on redemption date, first
        publication of notice having been made          113
        Effect upon rights of bondholders of
        completion of notice of redemption and deposit
        of redemption funds with Trustee                113
        Payment of bonds redeemed                       114
       Issuance of fully registered bonds in lieu of
        unredeemed portions of fully registered bonds   114
       Upon first publication of redemption notice
        Company's direction to Trustee to apply cash
        on deposit toward redemption deemed irrevocable 114

        Sec. 7.03.Manner of effecting redemption when
        made pursuant to agreement of bondholders       114

ARTICLE VIII

RENEWAL FUND

        Sec. 8.01. Covenant with respect to renewal
        fund requirement                                115
        Determination of renewal fund payment
        and manner and date of making of such payment
        in each year                                    115
        Cash deposited with Trustee under renewal fund
        requirement to be held and applied under
        Section 11.03                                   115
        Sec. 8.02. Renewal fund requirement subject to
        reduction by amount equal to amount of net
        property additions or bondable bond retirements
        not previously utilized under Indenture         115
        Trustee to receive:
        (a) request of Company for such reduction       115
        (b) interim certificate, to be accompanied by
        certain certificates, etc., bonds and cash,
        as required under particular circumstances      116

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                                                        PAGE
ARTICLE IX

PARTICULAR COVENANTS OF COMPANY

        Sec. 9.01.Covenant to pay principal, interest and
        premium, if any, on bonds outstanding           116
        Covenant not to issue bonds except in
        accordance with Indenture and to perform all
        conditions and covenants of Indenture and of
        bonds                                           116
        Sec. 9.02.Covenant to maintain offices or
        agencies for specified purposes                 116
        Sec. 9.03.Covenant as to seisin and title,
        warranty, etc                                   116
        Sec. 9.04.Covenant to give further assurances,
        etc                                             117
        Sec. 9.05.Covenant to transfer into name of
        Company real estate in name of nominee upon
        which property of character of property addi-
        tions has been installed                        117
        Covenant to transfer to Trustee real
        estate excepted from lien upon installation
        thereon of property of character of property
        additions                                       117

        Sec. 9.06.Covenant re recording and filing; and
        covenant to furnish opinions of counsel with
        respect thereto                                 117
        Sec. 9.07.Covenant to maintain corporate existence
        of Company and its right to carry on business   118
        Sec. 9.08.Covenant to maintain, preserve and
        repair mortgaged property                       118
        Covenant as to periodic filing with Trustee of
        independent engineer's certificates re adequacy
        of maintenance                                  118

        Sec. 9.09. Covenant to pay taxes and assessments 119
        Covenant to protect mortgaged property against
        mechanics' and other liens                      119
        Covenant to file annually with Trustee officers'
        certificate re payment of taxes and assessments 119

        Sec. 9.10. Covenant with respect to insurance
        of mortgaged property against certain risks;
        Company may maintain own plan of protection,
        subject to certain conditions                   120
        Trustee to receive in latter event:
        (1) officers' certificate as to certain matters 120
        (2) independent engineer's certificate as to
        certain matters                                 120
        Insurance proceeds aggregating more than $10,000
        in the case of any one loss to be payable to
        Trustee                                         120
        Officers' certificate regarding compliance with
        insurance covenantto be filed with Trustee
        annually and at request of Trustee              120
        Trustee may require policies of insurance to be
        submitted to it annually for inspection         121
        Insurance proceeds received by Trustee to be
        held and applied under Section 11.03            121

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                                                        PAGE

        Sec. 9.11. Covenant to permit bondholders to make
        advances to perform covenants under Sections
        9.09 and 9.10 in event of failure of Company
        so to do                                        121
        Sec. 9.12.In case mortgage date of acquisition
        of any property addition is before actual date
        of acquisition or, in the case of property subject
        to prior liens, before actual date of discharge
        of last prior lien, covenant to file and deposit
        with Trustee, under certain circumstances,
        officers' certificate as to certain matters and
        cash equal to proceeds of property disposed of
        during period from such mortgage date of
        acquisition to such actual date of acquisition
        or actual date of discharge                     121
        Cash required to be deposited with Trustee under
        Section 9.12 subject to reduction by amount
        equal to amount of net property additions or
        bondable bond retirements not previously utilized
        under Indenture                                 122
        Trustee to receive:
        (a) request of Company for such reduction       122
        (b) interim certificate, to be accompanied by
        certain certificates, etc., bonds and cash,
        as required under particular circumstances      122
        Cash deposited with Trustee under Section
        9.12 to be held and applied under Section
        11.03                                           122
        Sec. 9.13. Covenant to deposit with Trustee,
        at time of filing of each annual certificate,
        cash in amount equal to any negative balance
        requirement stated in such certificate          122
        Such cash subject to reduction by amount equal
        to amount of net property additions or bondable
        bond retirements not previously utilized under
        Indenture                                       122
        Trustee to receive:
        (a) request of Company for such reduction       123
        (b) interim certificate, to be accompanied by
        certain certificates, etc., bonds and cash,
        as required under particular circumstances      123
        Cash deposited with Trustee under Section 9.13
        to be held and applied under Section 11.03      123
        Sec. 9.14. Covenant not to acquire property
        subject to prior lien or to transfer all
        property to another corporation, property of
        which is subject to lien of certain nature,
        except under specified conditions               123
        Prior to any such acquisition or transfer
        Trustee to receive:
        (1) officers' certificate as to certain matters   124
        (2) independent engineer's certificate as to
        certain matters                                 124
        (3) independent accountant's certificate as
        to certain matters                              124
        (4) opinion of counsel as to certain matters    124

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                                                        PAGE

        Sec. 9.15. Covenant to pay principal of and
        interest and premium, if any, on prior lien
        bonds; not to issue additional prior lien
        bonds under prior liens; to deposit with Trustee
        cash and securities received as consideration for
        property released from a prior lien to extent
        not deposited with prior lien trustee; to procure
        discharge of any prior lien upon retirement of all
        prior lien bonds and thereupon to deposit with
        Trustee cash and securities on deposit under such
        prior lien to extent not required to be deposited
        under another prior lien                        124
        Cash deposited with Trustee under Section 9.15
        subject to reduction by amount equal to amount of
        net property additions or bondable bond retirements
        not previously utilized under Indenture         125
        Trustee to receive:
        (a) request of Company for such reduction       125
        (b) interim certificate, to be accompanied by
        certain certificates, etc., bonds and cash,
        as required under particular circumstances      125
        Cash deposited with Trustee under Section 9.15
        to be held and applied under Section 11.03, and
        securities deposited with Trustee under Section
        9.15 to be dealt with and disposed of under
        Section 12.01                                   125
        Sec. 9.16. Covenant to permit Trustee to
        examine mortgaged property and books and
        records                                         126
        Sec. 9.17. Covenant to file with Trustee and
        Securities and Exchange Commission certain
        information and reports; to transmit summaries
        of certain documents and reports to bondholders;
        and to furnish Trustee with names and addresses of
        bondholders                                     126
        Sec. 9.18. Covenant to cause any paying agent,
        other than Trustee, to deliver to Trustee
        agreement to hold funds in trust for benefit of
        bondholders and to notify Trustee of failure of
        Company to make payments                        127
        In case Company acts as its own paying agent,
        covenant to set aside and hold in trust for
        benefit of bondholders sum sufficient to
        pay principal, interest and premium, if any     127
        In order to obtain discharge of Indenture,
        Company may pay or cause to be paid to Trustee
        funds held by Company or any paying agent       127

ARTICLE X

POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY

        Sec. 10.01. Right of Company to possession
        until occurrence of a completed default         127
        Sec. 10.02. Without release by Trustee, Company may:
        (a) sell or otherwise dispose of machinery,
        equipment, etc., which is inadequate, obsolete,
        unnecessary or not advantageous to retain for
        use in gas Utility business                     128

xiv
                                                        PAGE
        (b) cancel, make changes in or substitutions
        of leases, easements, etc., and enter into
        and make changes in agreements affecting
        mortgaged property, unless use of gas utility
        property by Company thereby materially
        interfered with                                 128
        (c) abandon any of mortgaged property,
        subject to certain opinion of Board of
        Directors with respect to effect of such
        abandonment                                     128
        (d) assent to or procure modification
        of or surrender any franchise, license, etc.,
        subject to certain conditions                   128
        (e) assent to or procure modification
        of or surrender any franchise, license, etc.,
        subject to certain opinion of Board of
        Directors with respect thereto                  129
        (f) alter, repair, replace, change
        location of or add to facilities,
        equipment, etc., subject to certain conditions  129
        (g) grant easements, licenses, etc., over or
        upon mortgaged property for certain purposes,
        subject to certain conditions                   129
        (h) dedicate portions of mortgaged property
        for public highways, subject to certain
        conditions                                      129
        Cash received by Company as proceeds of
        property of character of property additions
        not subject to prior lien disposed of under
        Section 10.02 without deposit of proceeds with
        Trustee to be included in net salvage           129
        Sec. 10.03. Release by Trustee of portions of
        mortgaged property                              130
        Trustee to receive:
        (a) resolution requesting such release          130
        (b) officers' certificate as to certain matters 130
        (c) independent appraiser's certificate if
        securities involved in consideration for release 130
        (d) independent engineer's certificate if
        property, other than securities, involved in
        consideration for release                       131
        (e) if consideration relates both to property
        to be released and property excepted from lien of
        Indenture, independent engineer's certificate as
        to fair value of such excepted property         131
        (f)engineer's certificate as to fair value of
        property to be released                         131
        (g) independent engineer's certificate, under
        certain circumstances, as to fair value of
        property to be released                         131
        (h) cash equal to fair value of property to be
        released                                        131
        (i) opinion of counsel as to compliance with
        conditions precedent                            131
        Cash deposited with Trustee under Section
        10.03 to be held and applied under Section
        11.03                                           132
        Sec. 10.04. Cash deposited under Section 10.03
        subject to reduction by any one or more of following:

XV

                                                        PAGE
        (a) principal amount of purchase money
        obligations deposited with Trustee, subject to
        certain limitations                             132
        (b) principal amount of prior lien bonds
        assumed by purchaser of property released,
        subject to certain limitations                  132
        (c) amount equal to amount of net property
        additions or bondable bond retirements not
        previously utilized under Indenture             132
        Trustee to receive:
        (1) request of Company for such reduction       133
        (2) in case of reduction under (a)
        above, opinion of counsel and officers'
        certificate as to certain matters               133
        (3) in case of reduction under (b)
        above, officers' certificate and opinion of
        counsel as to certain matters                   133
        (4) in case of reduction under (c)
        above, interim certificate, to be accompanied
        by certain certificates, etc., bonds and cash,
        as required under particular circumstances      134
        (5) in case of reduction otherwise than under
        (c) above, officers' certificate as to certain
        matters                                         134
        (6) in case of reduction otherwise than under
        (c) above, opinion of counsel as to compliance
        with conditions precedent                       134
        (7) purchase money obligations, if any, referred
        to under (a) above                              134
        Purchase money obligations deposited
        with Trustee under Section 10.04 to be dealt
        with and disposed of under Section 12.01.       134
        Sec. 10.05.Release by Trustee of mortgaged
        property subject to and to be released from
        prior lien                                      134
        Trustee to receive:
        (a) resolution requesting such release          134
        (b) officers' certificate as to certain matters 135
        (c) opinion of counsel as to compliance with
        conditions precedent                            135
        (d) certificate of trustee under prior lien
        with respect to release of property from
        such lien                                       135
        (e) engineer's certificate as to fair value of
        property to be released                         135
        (f) independent engineer's certificate, under
        certain circumstances, as to fair value of
        property to be released                         135
        Sec. 10.06. Delivery by Trustee, for purposes
        of record, of instruments releasing property
        excepted from lien                              135
        Trustee to receive:
        (a) resolution requesting such release          135
        (b) officers' certificate as to certain matters 136
        (c) opinion of counsel as to certain matters    136
        Sec. 10.07. Release by Trustee of mortgaged
        property taken by eminent domain or by exercise
        of right of municipal purchase                  136

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                                                        PAGE
        Trustee to receive:
        (a) opinion of counsel as to certain matters    136
        (b) cash in amount equal to consideration for
        property taken or purchased                     136
        Cash deposited with Trustee under Section 10.07,
        subject to reduction by amount equal to amount of
        net property additions or bondable bond
        retirements not previously utilized under
        Indenture                                       136
        Trustee to receive:
        (a) request of Company for such reduction       137
        (b) interim certificate, to be accompanied by
        certain certificates, etc., bonds and cash,
        as required under particular circumstances      137
        Cash deposited with Trustee under Section 10.07
        to be held and applied under Section 11.03      137
        Sec. 10.08.Receiver or trustee in possession
        may, with approval of Trustee, exercise powers
        of Company under Article X; and Trustee, if in
        possession, may exercise such powers            137
        Sec. 10.09.Trustee not required to, but may, in
        its discretion, release mortgaged property when
        Company in default                              137
        Sec. 10.10.Purchaser in good faith of released
        mortgaged property not bound to ascertain
        authority of Trustee to execute release         138

ARTICLE XI

APPLICATION OF CASH RECEIVED BY THE TRUSTEE

        Sec. 11.01.All cash deposited with Trustee under
        provisions of Indenture to be held and applied
        under provisions of Article XI                  138
        Sec. 11.02. Cash deposited with Trustee under
        Section 6.06 as basis for issuance of bonds shall be:
        (a) paid over by Trustee in amount equal to 66 2/3%
        of amount of net property additions not previously
        utilized under Indenture or in amount equal to amount
        of bondable bond retirements not previously utilized
        under Indenture                                 138
        Trustee to receive:
        (1) request of Company for such payment         138
        (2) interim certificate, to be accompanied by
        certain certificates, etc., bonds and cash, as
        required under particular circumstances; or     138
        (b) applied to purchase or redemption
        of bonds as provided in Section 11.04           139
        Sec. 11.03. Cash deposited with Trustee under
        Sections 8.01, 9.10, 9.12, 9.13, 9.15, 10.03,
        10.07 and 12.04, and cash (other than cash re-
        ceived as income) referred to in Section 12.03,
        shall be:

xvii

                                                        PAGE
        (a) paid over in amount equal to amount of
        net property additions or bondable bond
        retirements not previously utilized under
        Indenture                                       139
        Trustee to receive:
        (1) request of Company for such payment         139
        (2) interim certificate, to be accompanied by
        certain certificates, etc., bonds and cash, as
        required under particular circumstances; or     139
        (b) in the case of proceeds of insurance
        deposited with Trustee under Section 9.10,
        paid over in amount equal to maintenance
        expenditures made in repair or replacement of
        property damaged or destroyed, but not in excess
        of fair value of property acquired or
        constructed in repair or replacement
        of property damaged or destroyed                139
        Trustee to receive:
        (1) request of Company for such payment         139
        (2) officers' certificate as to certain matters 139
        (3) engineer's certificate as to fair value of
        property acquired or constructed in repair or
        replacement of property damaged or destroyed    140
        (4) opinion of counsel as to compliance with
        conditions precedent; or                        140
        (c) applied to purchase or redemption of bonds
        under Section 11.04                             140
        Sec. 11.04. Cash deposited with Trustee and
        not paid over pursuant to Section 11.02 or
        11.03 shall, on direction of Company accompanied
        by resolution and officers' certificate as to
        no default, be used by Trustee for purchase or
        redemption of bonds                             140
        Cash in excess of $50,000 on deposit with
        Trustee for five years and as to which no
        direction shall have been received, shall be
        used for purchase or redemption of bonds        140
        Limitations on price at which bonds may be
        purchased by Trustee                            140
        Trustee may purchase from Company outstanding
        bonds tendered by Company, and accompanied by
        officers' certificate as to certain matters,
        at not in excess of cost of such bonds to
        Company                                         141
        Direction to Trustee to, or requirement that
        Trustee, redeem bonds out of cash on deposit
        constitutes irrevocable direction to Trustee
        to apply required cash to such redemption       141
        Unless all bonds of particular series have
        been purchased or redeemed, cash deposited
        with Trustee for purchase or redemption
        of such bonds may not be used otherwise than
        for such purchase or redemption                 141

xviii

                                                        PAGE
        Sec. 11.05.Cash on deposit with Trustee and not
        required for other purposes shall on request
        of Company be invested in United States
        Government obligations                          141
        Trustee to pay interest to Company on request
        accompanied by officers' certificate as to no
        defaults                                        142
        Government obligations shall be sold at
        request of Company or when Trustee deems
        sale advisable                                  142
        If net proceeds of sale are less than amount
        expended for such obligations, Company shall pay
        deficiency to Trustee                           142
        If net proceeds of sale exceed amount expended
        for such obligations, Trustee shall pay excess to
        Company on request accompanied by officers'
        certificate as to no defaults                   142
        For purposes of Section 11.05 payment of
        government obligations shall be treated as
        sale and acquisition of government obligations
        in exchange for other government obligations
        shall be treated as purchase at amount expended in
        purchase of obligations surrendered             142
        Company to accept government obligations held
        by Trustee pursuant to Section 11.05 in lieu of
        cash                                            142
        Sec. 11.06.Receiver or trustee in possession
        may, with approval of Trustee, exercise powers
        of Company under Article XI; and Trustee, if in
        possession, may exercise such powers            143
        Sec. 11.07.Trustee not required to, but may, in
        its discretion, pay over cash on deposit with
        Trustee when Company in default                 143


ARTICLE XII

CONCERNING SECURITIES DEPOSITED WITH THE TRUSTEE

        Sec. 12.01.All securities deposited with Trustee
        under Section 9.15, all purchase money obligations
        deposited with Trustee under Section 10.04, and
        all other securities deposited with Trustee under
        provisions of Indenture, other than government
        obligations, to be held and disposed of under
        provisions of Article XII                       143
        Sec. 12.02. General powers of Trustee with
        respect to deposited securities                 144
        Trustee, in certain cases, to receive officers'
        certificate as to no default and independent
        appraiser's certificate as to fair value of
        securities                                      144
        Right of Company to vote deposited shares of
        stock                                           145
        Powers of Trustee with respect to defaulted
        deposited securities.                           145
        Sec. 12.03. Prior to default, Trustee to pay
        over cash income in respect of deposited
        securities upon order of Company but only upon
        receipt, if requested, of officers' certificate
        as to no default                                145
        Cash received by Trustee in respect of
        deposited securities, otherwise than as income,
        to be held and applied under Section 11.03      146


xix

                                                        PAGE

        Sec. 12.04.Release from lien and delivery by
        Trustee of securities held under Section 12.01,
        including all but not less than all of any purchase
        money obligations secured by a particular lien  146
        Trustee to receive:
        (a) resolution requesting such release          146
        (b) officers' certificate as to certain matters 146
        (c) independent appraiser's certificate as to
        fair value of securities to be released         146
        (d) opinion of counsel as to compliance with
        conditions precedent                            146
        (e) cash equal to fair value of securities to
        be released                                     146
        Release from lien and delivery by Trustee of
        all but not less than all purchase money obligations
        secured by a particular lien                    146
        Trustee to receive:
        (a) resolution requesting such release          147
        (b) officers' certificate as to certain matters 147
        (c) opinion of counsel as to compliance with
        conditions precedent                            147
        (d) cash equal to principal amount of such
        purchase money obligations                      147
        Cash deposited with Trustee under Section
        12.04 subject to reduction by amount equal
        to amount of net property additions or bondable
        bond retirements not previously utilized under
        Indenture                                       147
        Trustee to receive:
        (a) request of Company for such reduction       147
        (b) interim certificate, to be accompanied
        by certain certificates, etc., bonds and cash,
        as required under particular circumstances      147
        Cash received by Trustee under Section 12.04
        to be held and applied under Section 11.03      147
        Sec. 12.05.Receiver or trustee in possession
        may, with approval of Trustee, exercise powers
        of Company under Article XII; and Trustee,
        if in possession, may exercise such powers      147
        Sec. 12.06.Trustee not required to, but may, in
        discretion of Trustee, deliver released
        securities when Company in default              148


ARTICLE XIII


REMEDIES OF TRUSTEE AND BONDHOLDERS UPON DEFAULT

        Sec. 13.01. Coupons transferred or pledged
        separately from bonds, and extended coupons,
        entitled to benefit of Indenture only after
        prior payment of all bonds and coupons not
        transferred, pledged  or extended               148
        Sec. 13.02. Completed defaults enumerated       149
        Trustee or holders of not less than 25% of
        bonds may declare bonds due and payable
        if completed default occurs                     150


xx

                                                        PAGE

        Sec. 13.03.Trustee may enter and operate
        mortgaged property upon completed default;
        application of income; restoration of
        possession                                      150
        Sec. 13.0 4.Power of sale of Trustee upon
        completed default                               152
        Sec. 13.05.Trustee may enforce rights and
        foreclose Indenture upon completed default      152
        Sec. 13.06.Judicial sale of mortgaged property;
        appointment of receiver                         152
        Sec. 13.07.Sale of mortgaged property as an
        entirety or in several parcels.                 152
        Sec. 13.08.Notice of sale                       153
        Sec. 13.09.Adjournment of sale                  153
        Sec. 13.10.Receipt of Trustee for purchase money
        sufficient discharge to purchaser at sale       153
        Sec. 13.11.Use of bonds in payment of purchase
        price                                           154
        Sec. 13.12.Trustee to execute and deliver deed to
        purchaser                                       154
        Sec. 13.13.Entire title and interest of Company
        divested by sale                                155
        Sec. 13.14.Application of proceeds of sale      155
        Sec. 13.15.Principal of bonds to become due in
        case of sale                                    156
        Sec. 13.16.Covenant to pay principal and interest
        to Trustee in case of default                   156
        Right of Trustee to enforce payment and recover
        judgment                                        156
        Application of moneys collected by Trustee      157
        Sec. 13.17.Trustee empowered to institute suits
        to prevent impairment of lien                   157
        Sec. 13.18.Waiver of stay, extension, valuation,
        appraisement and redemption laws                157
        Sec. 13.19.Company may surrender possession of
        mortgaged property to Trustee; voluntary
        receivership; application of income             158
        Sec. 13.20.Exercise of remedies by bondholders;
        conditions precedent                            159
        Court may assess costs against parties seeking
        to enforce rights in certain cases              160
        Sec. 13.21.Waiver of default; rescission of
        acceleration of maturity; restoration of parties
        to former position; delay or omission not a waiver;
        remedies cumulative                             160
        Sec. 13.22.Right of Trustee to file proof of
        debt, claim, etc., on behalf of bondholders;
        Trustee appointed attorney-in-fact of bond-
        holders for such purpose                        161
        Trustee may act without possession of
        bonds or coupons                                162
        Sec. 13.23. Rights, remedies and powers under
        Article XIII subject to applicable laws, etc    162


ARTICLE XIV

BONDHOLDERS' ACTS AND HOLDINGS

        Sec. 14.01. Execution of instruments by
        bondholders                                     162
        Proof of execution                              163
        Proof of ownership of bonds                     163


xxi

                                                        PAGE
        Sec. 14.02.Request or consent of present
        bondholders to bind future holders of bonds     163


ARTICLE XV

IMMUNITY OF OFFICERS, STOCKHOLDERS AND DIRECTORS

        Sec. 15.01.Incorporators, stockholders, officers
        and directors of Company not personally liable  163


ARTICLE XVI

CONSOLIDATIONS, MERGERS AND SALES

        Sec. 16.01.   Subject to certain conditions,
        Company may consolidate with, merge into, or
        sell or lease all or substantially all of
        mortgaged property to, another corporation      164
        Sec. 16.02.   Successor corporation (other
        than a lessee of all or substantially all of
        mortgaged property) under Section 16.01 to
        succeed to rights of Company under Indenture,
        subject to certain conditions                   165
        Company to furnish Trustee with opinion of
        counsel as to compliance with stated conditions 166
        Sec. 16.03. Extent to which property of
        successor corporation to become subject to
        lien of Indenture                               167


ARTICLE XVII

THE TRUSTEE

        Sec. 17.01. Conditions of Trustee's acceptance
        of trust                                        167
        (a) Compensation of Trustee; expenses;
        lien; indemnity by  Company                     167
        (b) May act through agents or attorneys         168
        (c) Not responsible for recitals inIndenture
        or bonds, validity or sufficiency of Indenture or
        bonds, title, security or value of mortgaged
        property; not accountable for use by Company
        of bonds or proceeds thereof                    168
        (d) No obligation to act at request of
        bondholders without security or indemnity,
        subject to Section 17.02                        168
        (e) May rely on opinions of counsel to
        extent permitted by Section 17.02               168
        (f) Adoption and effectiveness of
        resolutions may be evidenced by certificate
        of Secretary or Assistant Secretary             168
        (g) Action taken at request of bondholders
        binding on future bondholders                   169
        (h) Not liable for debts or damages incurred
        in case of entry upon and operation of mortgaged
        property                                        169
        (i) May rely on resolutions,certificates,
        statements, etc., to extent permitted by
        Section 17.02                                   169
        (j) Cash received by Trustee constitutes trust
        funds but need not be segregated                169

xxii

                                                        PAGE


        Trustee not liable, in absence of agreement
        with Company, for interest on cash received by
        Trustee under Indenture. While any such agreement
        is in effect, Trustee shall pay such interest on
        request of Company and receipt of officers'
        certificate as to no defaults                   169
        Sec. 17.02.Trustee not relieved from liability
        for negligent or wilful misconduct              169
        Prior to completed default, Trustee liable
        only for performance of duties specified in
        Indenture, and may rely on certificates
        and opinions furnished it pursuant to
        Indenture                                       169
        Trustee not liable for error of judgment
        made in good faith by responsible officer
        unless negligent in ascertaining facts          170
        Trustee not liable for action taken or
        omitted in good faith when directed by holders
        of majority of bonds                            170
        After completed default, Trustee to use same
        degree of care and skill as prudent man         170
        Trustee may, and if requested by holders of
        majority of bonds shall, make further
        investigation of matters stated in certificates
        or opinions; conditions precedent               170
        Right to examine books, records and premises
        of Company at expense of Company                171
        Sec. 17.03.Trustee to notify bondholders of
        defaults; withholding of notice                 171
        No notice of default required if
        default has been cured                          171
        Sec. 17.04.Trustee to eliminate any conflicting
        interest or resign                              171
        Certain interests deemed to be conflicting      172
        Definitions of "security," "obligation
        in default," "owner or holder," "underwriter,"
        and "person" for purposes of Section 17.04      174
        Method of calculation of percentages of
        securities for purposes of Section 17.04        175
        Sec. 17.05.Resignation of Trustee upon its
        ceasing to be bank or trust company in good
        standing with combined capital and surplus of not
        less than $5,000,000; procedure upon failure of
        Trustee to eliminate conflicting interest or
        to resign                                       176
        Sec. 17.06. Resignation of Trustee; notice      177
        Removal of Trustee; appointment of successor
        Trustee; qualifications of successor Trustee    177
        Sec. 17.07. Execution of instruments by
        successor and retiring Trustee and by Company;
        vesting of mortgaged property in successor
        Trustee; notice                                 178
        Sec. 17.08.Merger or consolidation of Trustee;
        authentication of bonds by successor Trustee    179
        Sec. 17.09.(a) Trustee, if creditor of Company,
        to set apart and hold in special account
        amounts realized on certain claims against
        Company within four months prior to default or
        subsequent to default                           179

xxiii

                                                        PAGE

        (b) Right of Trustee to retain for own account
        certain amounts realized on claims against
        Company                                         180
        (c) Apportionment of funds and property held
        in special account                              181
        (d) Effect of resignation or removal of Trustee 182
        (e)Definitions of "default" and "indenture
        security holders"                               182
        (f)Trustee not required to account if creditor
        relationship arises from certain transactions;
        definitions of "security," "cash transaction"
        and "self-liquidating paper"                    152
        Sec. 17.10. (a) Trustee to transmit to
        bondholders annual report as to:
        (1) eligibility and qualification of Trustee    184
        (2) advances, remaining unpaid, made as Trustee 184
        (3) indebtedness owed by Company to Trustee in
        individual capacity and property held as
        collateral security therefor                    184
        (4) property and funds in possess/on of Trustee 184
        (5) release or substitution of mortgaged property
        not previously reported                         184
        (6) any additional issue of bonds under
        Indenture not previously reported               184
        (7) any action materially affecting bonds or
        mortgaged property taken by Trustee and
        not previously reported                         184
        (b) Trustee to transmit to bondholders,
        within ninety days, brief report with respect to:
        (1) release or substitution of property if
        fair value is 10% or more of outstanding bonds  185
        (2) advances made by Trustee as such since date
        of last report if amount unpaid at any time
        exceeds 10% of outstanding bonds                185
        (c) Reports and notices to be transmitted by
        mail to registered owners of bonds, bondholders
        who have within two years filed names with
        Trustee, and bondholders whose names are
        preserved by Trustee pursuant to Section 17.11(a)185
        Trustee to file copies of reports and notices
        with each stock exchange upon which bonds are
        listed and with Securities and Exchange
        Commission                                      185
        Sec. 17.11. (a) Trustee to preserve, in
        current form, names and addresses of  bondholders;
        destruction of old lists                        186
        (b) Application by bondholders desiring to
        communicate with other bondholders; Trustee
        may elect either to afford access to list of
        bondholders or mail, at applicants' expense,
        communication specified in request; application
        to Securities and Exchange Commission where
        in opinion of Trustee mailing would be contrary
        to best interests of bondholders or in
        violation of applicable law                     186
        Trustee not liable for disclosure of names and
        addresses of bondholders or for mailing any
        material pursuant to Section 17.11              188


xxiv

                                                        PAGE

        Sec. 17.12.Acquisition of bonds and coupons by
        Trustee                                         188
        See. 17.13.Trustee protected in complying with
        rules or orders of Securities and Exchange
        Commission made pursuant to Trust Indenture
        Act of 1939                                     188


ARTICLE XVIII

DISCHARGE OF INDENTURE

        Sec. 18.01.Trustee to cancel and discharge lien
        of Indenture upon payment of bonds and coupons  188
        Bonds and coupons for payment or redemption of
        which necessary cash is held by Trustee to be
        deemed to be paid, subject to certain conditions189
        Bonds surrendered by Company to Trustee for
        cancellation to be deemed to be paid            189
        Liability of Company on bonds and coupons to
        cease on maturity date or redemption date,
        subject to certain conditions                   189
        Sec. 18.02.Cash deposited with Trustee for
        payment of bonds and coupons remaining unclaimed
        for specified period to be repaid to Company    190


ARTICLE XIX

MEETINGS OF BONDHOLDERS


        Sec. 19.01.Modification of Indenture, supplemental
        indentures, rights and obligations of Company or of
        bondholders permitted, subject to provisions of
        Article XIX                                     190
        Sec. 19.02.Calling of meetings of bondholders   190
        Sec. 19.03.Attendance and voting at meetings of
        bondholders                                     191
        Method of establishing right to vote without
        production of bonds payable to bearer           191
        Sec. 19.04.Further provisions with respect to
        establishment of right to vote                  192
        Execution and filing of proxies 192
        Sec. 19.05.Chairman and Secretary of meetings of
        bondholders                                     193
        Sec. 19.06.Quorum                               193
        Adjournment of meetings and notice thereof      193
        Sec. 19.07.Vote required for modifications or
        alterations, etc                                194
        Certain modifications or alterations prohibited 194
        Sec. 19.08.Record of proceedings at meetings of
        bondholders                                     195
        Conditions to validity of resolutions
        adopted at meetings                             195
        Mailing and publication of copies of
        resolutions adopted                             195
        Sec. 19.09. Notation upon bonds outstanding
        and to be issued as to action taken at meetings
        of bondholders                                  196
        Execution of supplemental indentures with
        respect to modifications or alterations         196
        Sec. 19.10. Method of terminating
        effectiveness of Article XlX                    197


xxv


                                                        PAGE

ARTICLE XX

SUPPLEMENTAL INDENTURES

        Sec. 20.01.Purposes for which supplemental
        indentures may be executed                      197
        Supplemental indentures to conform to
        requirements of Trust Indenture Act of 1939     198
        Sec. 20.02.Trustee authorized to join in
        supplemental indentures upon receipt of officers'
        certificate and opinion of counsel as to
        compliance with conditions precedent            198
        Sec. 20.03.Supplemental indentures to be deemed
        part of Indenture                               199
        Reference to supplemental indenture in bonds    199


ARTICLE XXI

MISCELLANEOUS PROVISIONS

        Sec. 21.01.Covenants, conditions and provisions
        contained in Indenture to bind successors and
        assigns of Company                              199
        Sec. 21.02.Provisions of Indenture to be for
        exclusive benefit of parties thereto and of
        bondholders                                     199
        Sec. 21.03.Bonds of particular series may have
        benefit of special covenants, agreements or
        rights as provided in supplemental indenture
        creating such series                            200
        Sec. 21.04.Publication otherwise than in
        authorized newspaper during suspension of
        publication of such newspaper                   200
        Sec. 21.05.Execution of orders, requests,
        certificates, opinions, resolutions, etc        200
        Sec. 21.06.Evidence of compliance with conditions
        precedent                                       200
        Sec. 21.07.Statements to be included in
        certificates or opinions with respect to
        compliance with conditions precedent            200
        Sec. 21.08.Saving clause                        201
        Sec. 21.09.Required provisions under Trust
        Indenture Act of 1939 to control
        provisions of Indenture                         201
        Sec. 21.10.Headings of Articles not to be deemed
        part of Indenture                               201
        Sec. 21.11.Effectiveness of Indenture           201
        Sec. 21.12.Execution in counterparts            201
        Testimonium                                     201
        Execution                                       202
        Acknowledgment by Commonwealth Edison Company   203
        Acknowledgment by Trustee                       204




THIS INDENTURE, dated as of the first day of January, 1954, but
actually executed and delivered the 9th day of
February, 1954, between COMMONWEALTH EDISON
COMPANY, a corporation organized and existing
under the laws of the State of Illinois, and
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, a national banking
association organized and existing under the
laws of the United States of America, as
Trustee,

WITNESSETH:

    WHEREAS, it is desired that provision be
made hereby (a) for the issuance by said
Commonwealth Edison Company (hereinafter
sometimes called the "Edison Company"), for
its lawful corporate purposes, of its Gas
Divisional Lien Bonds, 3-1/2% Series due
January 1, 1979, limited to $60,000,000 in
aggregate principal amount (hereinafter
commonly called "bonds of the 1979 Series"),
the terms and provisions of such bonds to be
as provided in Articles IV and V, (b) after
the adoption of this Indenture and the assump-
tion of such bonds, in the manner provided in
Section 2.01, by Northern Illinois Gas
Company, an Illinois corporation (hereinafter
sometimes called the "Gas Company"), for the
authentication and delivery by the Trustee, in
replacement of the bonds of the 1979 Series
issued by the Edison Company, of bonds of the
1979 Series, in like aggregate principal
amount, executed by the Gas Company and
designated "Northern Illinois Gas Company
First Mortgage Bonds, 3-1/2% Series due
January 1, 1979", the designation to which such bonds
issued by the Edison Company will have been
changed, as provided in Section 2.01, as a
result of such adoption and assumption, and
(c) for the future issuance by the Gas
Company, for its lawful corporate purposes, of
additional bonds, unlimited in aggregate
principal amount except as hereinafter
otherwise provided and to be issuable from
time to time in one or more series, other than
the 1979 Series, the terms and provisions of
the bonds of each such other series to be as
provided in, or as fixed and determined
pursuant to the provisions of, Article IV; and

    WHEREAS, the bonds of the 1979 Series and
of all such other series are to be secured by
the mortgage and pledge of certain properties,
hereinafter described and referred to, owned
by the Edison Company at the actual date of
execution and delivery of this Indenture but
which, together with certain other properties
of the Edison Company, are to be transferred
and con-

2

veyed by the Edison Company to the Gas
Company in consideration of, among other things, the
above mentioned adoption of this Indenture by
the Gas Company and the assumption by it of
the bonds of the 1979 Series; and

    WHEREAS, (a) the form of bond of the 1979
Series issuable by the Edison Company (the
bonds of such series to be issuable by it only
in the form of definitive registered bonds
without coupons), (b) the form of assumption
endorsement, to appear upon each of such
bonds, for execution by the Gas Company, (c)
the general form of definitive coupon bond
issuable by the Gas Company, (d) the general
form of coupon to evidence the interest pay-
able upon coupon bonds issuable by the Gas
Company, (e) the general form of definitive
registered bond without coupons issuable by
the Gas Company, and (f) the form of
certificate of authentication, to appear upon
each of the bonds above referred to, for
execution by the Trustee, shall be,
respectively, as hereinafter set forth,
insertions to be made in or omissions to be
made from such general forms of bonds and
coupon issuable by the Gas Company, or such
forms to be otherwise varied, all as may be
necessary or appropriate to express or reflect
the designation and the particular terms and
provisions of the series of bonds in respect
of which such forms are used:

[FORM OF BOND OF 1979 SERIES ISSUABLE BY
EDISON COMPANY]

No. R. .  . . . . . . . .                 $ ......

COMMONWEALTH EDISON COMPANY
Gas Divisional Lien Bond, 3-1/2% Series due
January 1, 1979

    COMMONWEALTH EDISON COMPANY, an Illinois
corporation (hereinafter called the
"Company"), for value received, hereby
promises to pay to ...........................................,
or registered assigns, on the first day of
January, 1979, the sum of ................................... Dollars,
and to pay to the registered owner hereof
interest on said sum from the date hereof
until said sum shall be paid, at the rate of
three and one-half per centurn (3-1/2%) per
annum, payable semi-annually on the first day
of January and the first day of July in each
year. Both the principal of and the interest
on this bond shall be payable at the office or
agency of the Company in the City of Chicago,
State of Illinois, or, at the option of the
registered owner, at the office or agency of
the
Company in the Borough of Manhattan, The City
of New York, State of New York, in any coin or
currency of the United States of America which
at the time of payment is legal tender for the
payment of public and private debts.

3


    This bond is one, of the series
hereinafter specified, of the bonds issued and
to be issued in series from time to time under
and in accordance with and secured by an
Indenture dated as of January 1, 1954
(hereinafter called the "Indenture"), executed
and delivered by the Company to Continental
Illinois National Bank and Trust Company of
Chicago, as Trustee; and this bond is one of
the initial series of such bonds designated
"Commonwealth Edison Company Gas Divisional
Lien Bonds, 3-1/2% Series due January 1, 1979"
(hereinafter called "bonds of the 1979
Series"), limited to $60,000,000 in aggregate
principal amount. Reference is made to the
Indenture and all indentures supplemental
thereto (including the indenture, hereinafter
referred to, by which the Indenture is to be
adopted by Northern Illinois Gas Company) for
a description of the property mortgaged and
pledged, the nature and extent of the
security, the rights of the holders and regis-
tered owners of said bonds, of the Company and
of the Trustee in respect of the security, and
the terms and conditions governing the is-
suance and security of said bonds.

    With the consent of the Company and to the
extent permitted by and as provided in the
Indenture, modifications or alterations of the
Indenture or of any indenture supplemental
thereto and of the rights and obligations of
the Company and of the holders and registered
owners of the bonds may be made, and
compliance with any provision of the Indenture
or any such supplemental indenture may be
waived, by the affirmative vote of the holders
and registered owners of not less than sixty-
six and two-thirds per centum (66-2/3%) in
principal amount of the bonds then outstanding
under the Indenture, and by the affirmative
vote of the holders and registered owners of
not less than sixty-six and two-thirds per
centurn (66-2/3%) in principal amount of the
bonds of any series then outstanding under the
Indenture and affected by such modification or
alteration, in case one or more but less than
all of the series of bonds then outstanding
under the Indenture are so affected, but in
any case excluding bonds disqualified from
voting by reason of the Company's interest
therein as provided in the Indenture; subject,
however, to the condition, among other
conditions stated in the Indenture, that no
such modification or alteration shall be made
which, among other things, will permit the
extension of the time or times of payment of
the principal of or the interest or the
premium, if any, on this bond, or the
reduction in the principal amount hereof or in
the rate of interest or the amount of any
premium hereon, or any other modification in
the terms of payment of such principal,
interest or premium, which terms of payment
are unconditional, or, otherwise than as
permitted by the Indenture, the creation of
any lien ranking prior to or on a parity with
the lien of the Indenture with respect to any
of the mortgaged property, all as more fully
provided in the Indenture.



                       4



    Upon the notice hereinafter stated and in
the manner and with the effect provided in the
Indenture, the bonds of the 1979 Series (a)
are redeemable at the option of the Company,
as a whole at any time or in part from time to
time prior to the maturity thereof, at the
applicable redemption price (expressed as a
percentage of principal amount) set forth
below under "General Redemption Prices", plus
accrued and unpaid interest to the redemption
date, and (b) are subject to redemption
pursuant to the sinking fund provided for in
the Indenture, in part, on April I or during
the four months' period preceding April 1 of
each of the years 1958 to 1978, both
inclusive, at the applicable redemption price
(expressed as a percentage of principal
amount) set forth below under "Sinking Fund
Redemption Prices", plus accrued and unpaid
interest to the redemption date:

General Redemption Prices               Sinking Fund
                                        Redemption Prices
If Redeemed During Twelve Months'       If Redeemed on April 1
Period Beginning January 1              or During Four
                                        Months' Period Preceding April 1

                1966...102.75%                          1966...101.26%
1954...105.50%  1967...102.53%                          1967...101.18%
1955...105.28%  1968...102.30%                          1968...101.10%
1956...105.05%  1969...102.07%                          1969...101.02%
1957...104.82%  1970...101.84%                          1970...100.93%
1958...104.59%  1971...101.61%          1958...101.80%  1971...100.84%
1959...104.36%  1972...101.38%          1959...101.74%  1972...100.75%
1960...104.13%  1973...101.15%          1960...101.68%  1973...100.65%
1961...103.90%  1974...100.92%          1961...101.61%  1974...100.55%
1962...103.67%  1975...100.69%          1962...101.55%  1975...100.45%
1963...103.44%  1976...100.46%          1963...101.48%  1976...100.34%
1964...103.21%  1977...100.24%          1964...101.41%  1977...100.24%
1965...102.98%  1978...100.12%          1965...101.33%  1978...100.12%

Notice of each redemption shall be published
in a newspaper printed in the English
language, of general circulation and published
in the City of Chicago, State of Illinois, and
in a similar newspaper of general circulation
and published in the Borough of Manhattan, The
City of New York, State of New York, at least
once in each of three calendar weeks on any
day of each of such weeks, the first
publication to be not less than thirty nor
more than forty-five days before the
redemption date.

                In case of certain completed
            defaults specified in the
            Indenture, the principal of this
            bond may be declared or may
            become due and payable in the
            manner and with the effect
            provided in the Indenture.

5

    No recourse shall be had for the payment
of the principal of or the interest or
premium, if any, on this bond, or for any
claim based hereon, or otherwise in respect
hereof or of the Indenture, to or against any
incorporator, stockholder, officer or
director, past, present or future, of the
Company or of any successor corporation,
either directly or through the Company or such
successor corporation, under any constitution
or statute or rule of law, or by the
enforcement of any assessment or penalty, or
otherwise, all such liability of
incorporators, stockholders, directors and
officers being waived and released by the
registered owner hereof by the acceptance of
this bond and being likewise waived and re-
leased by the terms of the Indenture, all as
more fully provided therein.

    Under a certain agreement, referred to in
the Indenture, between the Company and
Northern Illinois Gas Company, an Illinois
corporation (hereinafter called the "Gas
Company"), the Company has agreed to transfer
and convey to the Gas Company all of the
properties subject to the lien of the
Indenture, together with certain other
properties of the Company, and the Gas Company
has agreed, as part consideration therefor, to
adopt the Indenture as its own, by an in-
denture of adoption to be entered into by it
with the Trustee as provided in the Indenture,
and to assume the bonds of the 1979 Series by
the execution, as provided in the Indenture,
of an assumption endorsement upon each of such
bonds. Upon such adoption and assumption the
Company, as provided in the Indenture, shall
be released and completely discharged from all
liability under, upon or in respect of the
Indenture and such bonds. By the acceptance of
this bond, the registered owner hereof
consents and agrees to such release and dis-
charge of liability, when and as such adoption
and assumption shall be duly effected in the
manner provided in the Indenture.

    The Indenture further provides that upon
such adoption and assumption the designation
of the bonds of the 1979 Series shall, without
further act, be changed to "Northern Illinois
Gas Company First Mortgage Bonds, 3-1/2% Series
due January 1, 1979." Accordingly, as soon
thereafter as bonds bearing such new
designation are ready for delivery, the
registered owner of this bond, upon the
surrender hereof at the office of the Trustee
in the City of Chicago, Illinois, accompanied
by a written instrument of transfer, in form
approved by the Trustee, duly executed by such
registered owner or by duly authorized
attorney, will be entitled to receive in
replacement of this bond, without charge to
such registered owner, bonds bearing such new
designation, in aggregate principal amount
equal to the principal amount of this bond,
and in the form of definitive coupon bonds or
temporary bearer bonds without coupons (or
with one or more coupons), of the denomination
of $1,000 each, or, at the option of such
registered owner, definitive or

6

temporary registered bonds without coupons, of
the denomination of $1,000 each or of any
authorized multiple thereof, the determination
as to whether such bonds shall be deliverable
in definitive form or in temporary form to be
made by the Gas Company. If any such temporary
bonds are so delivered, they will be
exchangeable for definitive bonds, without
charge to the respective holders or registered
owners of the temporary bonds and otherwise
upon the terms and in the manner provided in
the Indenture.

    This bond shall not be entitled to any
security or benefit under the Indenture or be
valid or become obligatory for any purpose
unless and until it shall have been
authenticated by the execution by the Trustee
of the certificate endorsed hereon.

    IN WITNESS WHEREOF, Commonwealth Edison
Company has caused this bond to be executed in
its name by its President or one of its Vice-
Presidents, manually or by facsimile
signature, and has caused its corporate seal
to be impressed hereon or a facsimile thereof
to be imprinted hereon and to be attested by
its Secretary or one of its Assistant Secre-
taries, as of the first day of January, 1954.

COMMONWEALTH EDISON COMPANY

ATTEST:                       By
 ............................
                                       ......
                                       ...
                                     President

            ......... Secretary

[FORM OF ASSUMPTION ENDORSEMENT]

    Pursuant to the within mentioned agreement
between Commonwealth Edison Company and
Northern Illinois Gas Company, and for and
upon the consideration therein recited, the
undersigned, Northern Illinois Gas Company,
hereby assumes this bond and all liability of
Commonwealth Edison Company hereunder,
hereupon or in respect hereof, whether for the
payment of principal, interest, premium, or
otherwise, it being agreed with the registered
owner of this bond and with the Trustee under
the within mentioned Indenture, which (also
pursuant to said agreement) has this date been
adopted by said Northern Illinois Gas Company,
that by virtue of such assumption and adoption
said Northern Illinois Gas Company shall and
does hereby become the sole obligor upon this
bond and under said Indenture. Contem-
poraneously with the execution of this
assumption endorsement, said Northern Illinois
Gas Company has executed an identical
assumption

7

endorsement upon each of the other outstanding
bonds of the series of which this bond is one.
NORTHERN ILLINOIS GAS COMPANY

ATTEST:                        By
 ............................
                                       ......
                                       ...
                                       President

                ......... Secretary

Dated: February , 1954

[GENERAL FORM OF COUPON BOND ISSUABLE BY GAS
COMPANY]

No. M . . . . . . . . . . . . . . . . .$
 .........
            NORTHERN ILLINOIS GAS COMPANY
    First Mortgage Bond, .....% Series due
 .............

    NORTHERN ILLINOIS GAS COMPANY, an Illinois
corporation (hereinafter called the
"Company"), for value received, hereby
promises to pay to the bearer or, if this bond
be registered as to principal, then to the
registered owner hereof, on the . . . . . day
of  . . . . . . . . . . . . .,  . . . . . ,
the sum of  . . . . . . .Dollars, and to pay
interest on
said sum from the date hereof until said sum
shall be paid, at the rate
of  . . . . . . . . . . .per centurn (...%)
per annum,
payable semi-annually on the  . . . day of
and the ......
day of ............ in each year. Until the
maturity of this bond such interest shall be
paid only in accordance with and upon
presentation and surrender of the annexed
interest coupons as they severally become due.
Both the principal of and the interest on this
bond shall be payable at the office or agency
of the Company in ....................
in any coin or currency of the United States
of America which at the time of payment is
legal tender for the payment of public and
private debts.

    This bond is one, of the series
hereinafter specified, of the bonds issued and
to be issued in series from time to time under
and in accordance with and secured by an
Indenture dated as of January 1, 1954
(hereinafter called the "Indenture"), executed
and delivered by Commonwealth Edison Company
to Continental Illinois National Bank and
Trust Company of Chicago, as Trustee, and
adopted by the Company by an indenture dated
February .., 1954, executed and delivered to
the Trustee; and this bond is one of a series
of such bonds designated

8

"Northern Illinois Gas Company First Mortgage
Bonds, ...% Series due .................."
Reference is made to the Indenture and all
indentures supplemental thereto (including
said indenture of adoption dated February ..,
1954) for a description of the property
mortgaged and pledged, the nature and extent
of the security, the rights of the holders and
registered owners of said bonds, of the
Company and of the Trustee in respect of the
security, and the terms and conditions
governing the issuance and security of said
bonds.

    With the consent of the Company and to the
extent permitted by and as provided in the
Indenture, modifications or alterations of the
Indenture or of any indenture supplemental
thereto and of the rights and obligations of
the Company and of the holders and registered
owners of the bonds may be made, and
compliance with any provision of the Indenture
or any such supplemental indenture may be
waived, by the affirmative vote of the holders
and registered owners of not less than sixty-
six and two-thirds per centum (66-2/3%) in
principal amount of the bonds then outstanding
under the Indenture, and by the affirmative
vote of the holders and registered owners of
not less than sixty-six and two-thirds per
centum (66-2/3%) in principal amount of the
bonds of any series then outstanding under the
Indenture and affected by such modification or
alteration, in case one or more but less than
all of the series of bonds then outstanding
under the Indenture are so affected, but in
any case excluding bonds disqualified from
voting by reason of the Company's interest
therein as provided in the Indenture; subject,
however, to the condition, among other
conditions stated in the Indenture, that no
such modification or alteration shall be made
which, among other things, will permit the
extension of the time or times of payment of
the principal of or the interest or the
premium, if any, on this bond, or the
reduction in the principal amount hereof or in
the rate of interest or the amount of any
premium hereon, or any other modification in
the terms of payment of such principal,
interest or premium, which terms of payment
are unconditional, or, otherwise than as
permitted by the Indenture, the creation of
any lien ranking prior to or on a parity with
the lien of the Indenture with respect to any
of the mortgaged property, all as more fully
provided in the Indenture.

    In case of certain completed defaults
specified in the Indenture, the principal of
this bond may be declared or may become due
and payable in the manner and with the effect
provided in the Indenture.

    No recourse shall be had for the payment
of the principal of or the interest or
premium, if any, on this bond, or for any
claim based hereon, or otherwise in respect
hereof or of the Indenture, to or against any
incorporator, stockholder, officer or
director, past, present or future, of the
Company or of any predecessor or successor
corporation, either


9

directly or through the Company or such
predecessor or successor corporation, under
any constitution or statute or rule of law, or
by the enforcement of any assessment or
penalty, or otherwise, all such liability of
incorporators, stockholders, directors and
officers being waived and released by the
holder or registered owner hereof by the
acceptance of this bond and being likewise
waived and released by the terms of the
Indenture, all as more fully provided therein.

    This bond shall pass by delivery unless
registered as to principal in the holder's
name at the office or agency of the Company in
 ........on registry books to be kept for such
purpose at such place(s), such registration
being noted hereon as provided in the
Indenture. After such registration no further
transfer of this bond shall be valid unless
made on such books by the registered owner in
person or by duly authorized attorney, and
similarly noted hereon; but this bond may be
discharged from registration by being in like
manner transferred to bearer, whereupon
transferability by delivery shall be restored;
and this bond may again and from time to time
be registered or discharged from registration as before. Such
registration, however, shall not affect the
negotiability of the annexed interest coupons,
which shall always be transferable by delivery
and be payable to bearer. Unless a taxable
transfer of ownership shall be involved, no
charge shall be made for any such
registration, transfer or discharge from
registration.

Coupon bonds of this series are issuable in
the denomination(s) of
 ............................ , and registered
bonds without coupons of this series are
issuable in the denominations of
 ............................... As provided in
the Indenture, coupon bonds of the same series
are exchangeable as between authorized
denominations, coupon bonds are exchangeable
for registered bonds without coupons of the
same series, registered bonds without coupons
are exchangeable for coupon bonds of the same
series, and registered bonds without coupons
of the same series are exchangeable as between
authorized denominations. The Company
covenants that, upon the payment of charges as
provided in the Indenture, any such exchange
may be made by the holder or registered owner
of any such bond or bonds upon presentation
thereof for that purpose at the office or
agency of the Company in
 ..............................................
 ....

    Neither this bond nor any interest coupon
hereto annexed shall be entitled to any
security or benefit under the Indenture or be
valid or become obligatory for any purpose
unless and until this bond shall have been
authenticated by the execution by the Trustee,
or its successor in trust under the Indenture,
of the certificate endorsed hereon.


10


    IN WITNESS WHEREOF, Northern Illinois Gas
Company has caused this bond to be executed in
its name by its President or one of its Vice-
Presidents, manually or by facsimile
signature, and has caused its corporate seal
to be impressed hereon or a facsimile thereof
to be imprinted hereon and to be attested by
its Secretary or one of its Assistant
Secretaries, and has caused the interest
coupons hereto annexed to be authenticated by
the facsimile signature of its Treasurer,
as of the . day of      ., .....
 . . . . . .            NORTHERN ILLINOIS GAS
COMPANY

ATTEST:                        By
 .............................
                              .........
                              President

     ......... Secretary

[GENERAL FORM OF INTEREST COUPON]

No  . . . . . . . . . . . . . . . . . .$
 ..........

    On the first day of
 ................................. , ....... ,
unless the bond herein mentioned shall have
been called for previous redemption and
payment duly provided for, Northern Illinois
Gas Company will pay to bearer, upon the
surrender of this coupon, at the office or
agency of the Company in
 ..........................
 ............................... Dollars in any
coin or currency of the United States of
America which at the time of payment is legal
tender for the payment of public and private
debts, being six months' interest then payable
on its First Mortgage Bond, . . . . . %
Series due
 .............. , No .....

                                  Treasurer

[GENERAL FORM OF REGISTERED BOND WITHOUT
COUPONS ISSUABLE
BY GAS COMPANY]

No. R . . . . . . . . . . . . . . . . .$
 ..........
                 NORTHERN ILLINOIS GAS COMPANY
        First Mortgage Bond, ...% Series due
 ...........

NORTHERN ILLINOIS GAS COMPANY, an Illinois
corporation (herein-
after called the "Company"), for value
received, hereby promises to
pay to  . . . . . . . . . . . . ., or
registered assigns,
on the  . . day of  . .,  ., the sum of
 .................


11


    ............................ Dollars, and
to pay to the registered owner hereof interest
on said sum from the date hereof until said
sum shall be paid, at the rate of
 ....................... per centum ( .... %)
per annum, payable semi-annually on the first
day of ......and the ........ day of
 .......... in each year. Both the principal of
and the interest on this bond shall be payable
at the office or agency of the Company in
 ............................................ ,
in any coin or currency of the United States
of America which at the time of payment is
legal tender for the payment of public and
private debts.

    This bond is one, of the series
hereinafter specified, of the bonds issued and
to be issued in series from time to time under
and in accordance with and secured by an
Indenture dated as of January 1, 1954 (here-
inafter called the "indenture"), executed and
delivered by Commonwealth Edison Company to
Continental Illinois National Bank and Trust
Company of Chicago, as Trustee, and adopted by
the Company by an indenture dated February ..,
1954, executed and delivered to the Trustee;
and this bond is one of a series of such
bonds designated "Northern Illinois Gas
Company First Mortgage Bonds, ...... % Series
due ................ "Reference is made to the
Indenture and all indentures supplemental
thereto (including said indenture of adoption
dated February .., 1954) for a description of
the property mortgaged and pledged, the nature
and extent of the security, the rights of the
holders and registered owners of said bonds,
of the Company and of the Trustee in respect
of the security, and the terms and conditions
governing the issuance and security of said
bonds.

    With the consent of the Company and to the
extent permitted by and as provided in the
Indenture, modifications or alterations of the
Indenture or of any indenture supplemental
thereto and of the rights and obligations of
the Company and of the holders and registered
owners of the bonds may be made, and
compliance with any provision of the Indenture
or any such supplemental indenture may be
waived, by the affirmative vote of the holders
and registered owners of not less than sixty-
six and two-thirds per centum (66-2/3%) in
principal amount of the bonds then outstanding
under the Indenture, and by the affirmative
vote of the holders and registered owners of
not less than sixty-six and two-thirds per
centurn (66-2/3%) in principal amount of the
bonds of any series then outstanding under the
Indenture and affected by such modification or
alteration, in case one or more but less than
all of the series of bonds then outstanding
under the Indenture are so affected, but in
any case excluding bonds disqualified from
voting by reason of the Company's interest
therein as provided in the Indenture; subject,
however, to the condition, among other
conditions stated in the Indenture, that no
such modification or alteration shall be made
which,


12


among other things, will permit the extension
of the time or times of payment of the
principal of or the interest or the premium,
if any, on this bond, or the reduction in the
principal amount hereof or in the rate of
interest or the amount of any premium hereon,
or any other modification in the terms of
payment of such principal, interest or
premium, which terms of payment are
unconditional, or, otherwise than as permitted
by the Indenture, the creation of any lien
ranking prior to or on a parity with the lien
of the Indenture with respect to any of the
mortgaged property, all as more fully provided
in the Indenture.

    In case of certain completed defaults
specified in the Indenture, the principal of
this bond may be declared or may become due
and payable in the manner and with the effect
provided in the Indenture.

    No recourse shall be had for the payment
of the principal of or the interest or the
premium, if any, on this bond, or for any
claim based hereon, or otherwise in respect
hereof or of the Indenture, to or against any
incorporator, stockholder, officer or
director, past, present or future, of the
Company or of any predecessor or successor
corporation, either directly or through the
Company or such predecessor or successor
corporation, under any constitution or statute
or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such
liability of incorporators, stockholders,
directors and officers being waived and
released by the registered owner hereof by the
acceptance of this bond and being likewise
waived and released by the terms of the
Indenture, all as more fully provided therein.

    This bond is transferable by the
registered owner hereof, in person or by duly
authorized attorney, at the office or agency
of the Company in
 ..............................................
 ........ , upon surrender and cancellation of
this bond; and thereupon a new registered bond
or bonds without coupons of the same aggregate
principal amount and series will, upon the
payment of charges as provided in the
Indenture, be issued to the transferee in
exchange herefor.

    Coupon bonds of this series are issuable
in the denomination(s) of
 ....................... , and registered bonds
without coupons of this series are issuable in
the denominations of .....................
As provided in the Indenture, coupon bonds of
the same series are exchangeable as between
authorized denominations, coupon bonds are
exchangeable for registered bonds without
coupons of the same series, registered bonds
without coupons are exchangeable for coupon
bonds of the same series, and registered bonds
without coupons of the same series are
exchangeable as between authorized
denominations. The Company covenants that,
upon the payment of charges as provided in the
Indenture, any such exchange may be made by
the holder or registered owner of any such
bond or bonds upon presentation thereof


13


for that purpose at the office or agency of
the Company in ....

   This bond shall not be entitled to any
security or benefit under the Indenture or be
valid or become obligatory for any purpose
unless and until it shall have been
authenticated by the execution by the Trustee,
or its successor in trust under the Indenture,
of the certificate endorsed hereon.

    IN WITNESS WHEREOF, Northern Illinois Gas
Company has caused this bond to be executed in
its name by its President or one of its Vice-
Presidents, manually or by facsimile
signature, and has caused its corporate seal
to be impressed hereon or a facsimile thereof
to be imprinted hereon and to be attested by
its Secretary or one of its Assistant
Secretaries, as of the first day of
 .................... , ........


NORTHERN ILLINOIS GAS COMPANY

   ATTEST:  . . . . . . . . . . . . .
President

          ........ Secretary

[FORM OF TRUSTEE'S CERTIFICATE OF
AUTHENTICATION]

         This bond is one of the bonds of the
     series designated therein, referred to
     and described in the within mentioned
     Indenture [Supplemental Indenture dated
     ............ ..... ].

                         CONTINENTAL ILLINOIS
                         NATIONAL BANK
                         AND TRUST COMPANY OF
                         CHICAGO, Trustee

     By                       Authorized
                              Offcer
and

    WHEREAS, all acts and things necessary to
make this Indenture, when duly executed and
delivered by the Edison Company and the
Trustee, a valid mortgage and deed of trust
for the security of all bonds issued hereunder
have been done and performed; and the
execution and delivery of this Indenture have
in all respects been duly authorized;


14


    NOW, THEREFORE, in consideration of the
premises, and of the acceptance and purchase
of the bonds by the holders thereof, and of
the sum of One Dollar duly paid by the Trustee
to the Edison Company, the receipt whereof is
hereby acknowledged, and for the purpose of
securing the due and punctual payment of the
principal of and the interest and premium, if
any, on all bonds which shall be issued
hereunder, and for the purpose of securing the
faithful performance and observance of all the
covenants and conditions set forth in this
Indenture and in all indentures supplemental
hereto (including the indenture, to be
executed and delivered by the Gas Company, by
which this Indenture is to be adopted by the
Gas Company), the Edison Company has granted,
bargained, sold, transferred, assigned,
pledged, mortgaged, warranted and conveyed,
and by these presents does grant, bargain,
sell, transfer, assign, pledge, mortgage,
warrant and convey unto Continental Illinois
National Bank and Trust Company of Chicago, as
Trustee, and its successor or successors in
the trust hereby created, the following
described property:

                             FIRST

Real estate situated in Boone County,
Illinois, described as follows:

         (1) Part of the East half of the
     Northeast quarter of Section one (1),
     Township forty three (43) North, Range
     three (3) East of the Third Principal
     Meridian: Beginning at an iron stake in
     the East line of said Northeast quarter
     Section, two hundred sixty four (264)
     feet South of the Northeast corner
     thereof; thence South along said East
     line, seven hundred eight (708) feet to
     an iron stake; thence West and parallel
     with the North quarter Section line, one
     thousand three hundred twenty six and
     seventy-five hundredths (1326.75) feet to
     a point in the West line of the East half
     of said quarter Section; thence North
     along said West line (and center line of
     a public highway) seven hundred eight
     (708) feet to a point; thence East and
     parallel with said North quarter Section
     line, one thousand three hundred twenty
     six and seventy hundredths (1326.70) feet
     to the place of beginning.

         (2) A part of the Northeast quarter
     of the Northwest quarter of Section
     thirty five (35), Township forty four
     (44) North, Range three (3) East of the
     Third Principal Meridian, commencing in
     the center of the River Road, so-called,
     eight (8) chains and five (5) links South
     of the Northeast corner of said quarter
     Section; thence running South along the
     East line of said quarter Section about
     four (4) chains and


15


     eighty eight (88) links, to the Northerly
     line of the right-of-way of the Chicago &
     North Western Railway Company; thence
     Westerly along said right-of-way three
     (3) chains and three (3) feet; thence
     North parallel with said East quarter
     line about four (4) chains and eighty
     eight (88) links to the center of said
     River Road; thence Easterly along the
     center of said road three (3) chains and
     three (3) feet to the place of beginning.

Real estate situated in Cook County, Illinois,
described as follows:

          (1) Lot two (2) in Block one (1) in
     McIntosh and Company's Main Street
     Addition to Barrington in Section one
     (1), Township forty two (42) North, Range
     nine (9) East of the Third Principal
     Meridian.

          (2) Lot four (4) in Owner's Division
     in the Southeast quarter of Section nine
     (9), Township thirty nine (39) North,
     Range twelve (12) East of the Third
     Principal Meridian, reserving unto the
     Edison Company, its successors and
     assigns, and from the lien and operation
     of this Indenture, a perpetual easement
     for electric utility purposes on, over or
     in that part of said Lot four (4) lying
     Easterly of a line extending from a point
     on the Northerly line of said Lot four
     (4) one hundred (100) feet West of the
     Northeast corner thereof Southerly
     perpendicular to said North line to the
     South line of said Lot four (4).

          (3) Block thirteen (13) in
     Robinson's Addition to Blue Island, a
     Subdivision of the East half of the
     Southeast quarter of Section thirty six
     (36), Township thirty seven (37) North,
     Range thirteen (13) East of the Third
     Principal Meridian, (except a strip of
     land formerly a Canal Feeder South of and
     adjoining said Block thirteen (13),
     subject to the rights of the public for
     street purposes in the East twenty five
     (25) feet of said Block and the East
     twenty five (25) feet of said strip of
     land, and excepting the following sold by
     Public Service Company of Northern
     Illinois to the Sanitary District,
     Document #6293134, beginning at the
     Southeast corner of Block thirteen (13);
     thence North on the East line of the said
     Block and said line extended North to the
     center of Stony Creek as located by
     Sanitary District Survey of 1909; thence
     Northwesterly along center of Creek to a
     line, which extends from point in West
     line of Lot eight (8) in Domberker's
     Subdivision of Block twelve (12) of said
     Robinson's Addition, forty (40) feet
     South of the Northwest corner of Lot
     eight (8) to a point in the West line one
     thousand five hundred seventy nine and
     eighty-seven hundredths (1579.87) feet
     North of and parallel to the South line
     of the Southwest quarter of said Section,
     two hundred forty (240) feet West of the
     East line of said Block thirteen (13),
     extended North; thence Southwesterly on
     said line to said parallel line; thence
     West on said parallel line to the East
     line of the West half of said Southeast
     quarter of Section thirty six (36), being
     the West line of said Block thirteen
     (13); thence


16


South on said West line of said Block to the
Southwest corner thereof; thence Southeasterly
on the South line of said Block thirteen (13)
to the place of beginning, except that portion
thereof dedicated for public use by plat
recorded as Document #4626189).

ALSO

    Lot four (4) in Robinson's Subdivision of
the West half of the Southeast quarter of
Section thirty six (36), Township thirty seven
(37) North, Range thirteen (13) East of the
Third Principal Meridian, (except that part
bounded by a line described as follows:
Beginning at a point in the East line of said
West half of the Southeast quarter, one
thousand five hundred seventy nine and eighty-
seven hundredths (1579.87) feet North of the
Southeast corner thereof; thence South on said
East line to Calumet Feeder; thence North
seventy (70) degrees, thirty (30) minutes West
along the Northerly bank of said Feeder to the
West line of Lot four (4), five and twenty-
five hundredths (5.25) chains; thence North on
a line parallel with the East line of said
West half of said Southeast quarter to an
intersection with a line one thousand five
hundred seventy nine and eighty-seven
hundredths (1579.87) feet North of and
parallel to the South line of said West half
of the Southeast quarter of Section thirty six
(36); thence East on said parallel line to the
point of beginning).

ALSO

    That part of Lots one (1) and two (2) in
the Subdivision of Lot one (1) in the
Subdivision of Lot three (3) in Robinson's
Subdivision of the West half of the Southeast
quarter of Section thirty six (36), Township
thirty seven (37) North, Range thirteen (13)
East of the Third Principal Meridian, lying
East of a line beginning at a point in the
North line of said Southeast quarter of
Section thirty six (36) seven hundred three
and twenty-three hundredths (703.23) feet East
of the Northwest corner of said quarter
Section; thence Southeasterly to a point in
the South line of said quarter Section one
thousand one hundred forty eight and sixty-
eight hundredths (1148.68) feet East of the
Southwest corner thereof and lying North of a
line one thousand five hundred seventy nine
and eighty-seven hundredths (1579.87) feet
North of and parallel to the South line of
said quarter Section.

    (4) Lot or Block thirty one (31) together
with that part of Lot or Block thirty (30)
lying Easterly of the sixty six (66) foot
right-of-way of the Baltimore and Ohio Chicago
Terminal Railroad Company in the Subdivision
(by Peter England) of the Northwest quarter of
Section six (6), Township thirty six (36)
North, Range fourteen (14) East of the Third
Principal Meridian, (expressly excepting
however from the above described land, any
part thereof which lies Northerly of the


17


Southerly line of Calumet Slough as the same
is shown on the plat of said Subdivision,
which said Southerly line of slough is more
particularly described as follows: Beginning
at a point on the Northeasterly line of said
Lot or Block thirty one (31), being the
Southwesterly line of Thornton Road, which is
six hundred twenty seven (627) feet
Northwesterly from the point of intersection
of said Southwesterly line with the East line
of said Lot or Block thirty one (31), which
East line is the West line of Division Street
and a line thirty three (33) feet West of and
parallel with the East line of said Northwest
quarter, and running thence Westwardly a
distance of two hundred nineteen and sixty-
five hundredths (219.65) feet to a point on
the West line of said Lot or Block thirty one
(31) which is eight hundred thirty two (832)
feet three (3) inches North of the Southwest
corner of said Lot or Block thirty one (31)
and thence Southwestwardly a distance of seven
hundred eleven and eighty-seven hundredths
(711.87) feet to a point on the West line of
said Lot or Block thirty (30) which is five
hundred seventy six (576) feet ten (10) inches
North of the Southwest corner of said Lot or
Block thirty (30)).

    (5) That part of original Block five (5)
(now vacated) and the vacated alley Westerly
of and adjoining said Block five (5) in Harmon
and Young's Addition to Blue Island, a
Subdivision in the Southeast quarter of the
Southwest quarter of Section twenty five (25),
Township thirty seven (37) North, Range
thirteen (13) East of the Third Principal
Meridian, more particularly described as
follows: Commencing at the intersection of the
Easterly line of the right-of-way of the
Chicago and Grand Trunk Railroad with the East
line of said Block five (5) extended South
(being also the West line of Francisco Avenue
in the City of Blue Island); thence North, on
the East line and the East line extended South
of said Block five (5), a distance of sixty
(60) feet; thence Westerly, parallel to the
South line of said Section twenty five (25), a
distance of thirty two and twenty-two
hundredths (32.22) feet to the Easterly line
of said Railroad right-of-way; thence
Southeasterly, on said Easterly right-of-way
line, a distance of sixty eight and seventeen
hundredths (68.17) feet to the point of
beginning.

    (6) The East fifteen (15) feet of Lot four
(4) in the Subdivision of Lots two (2) and
three (3) and seven (7) of Assessor's Division
of Lot one (1) in the Assessor's Division of
the Southwest quarter of the Northeast quarter
of Section thirty one (31), Township thirty
seven (37) North, Range fourteen (14) East of
the Third Principal Meridian.

    (7) The South forty (40) feet of Lot five
(5) in Bourke's Subdivision of Block eleven
(11) in Sander's Second Addition to Blue
Island in the Northwest quarter of Section
thirty one (31), Township thirty seven (37)
North, Range fourteen (14) East of the Third
Principal Meridian.


18


    (8) Lot one (1) and the North one-half
(1/2) of Lot two (2) in Block one (1) in
Burnham Avenue Highlands, being a Subdivision
of lot "A" Tanis Heirs Subdivision of property
located in that part of the East one-half of
the Southeast quarter of Section eighteen
(18), Township thirty six (36) North, Range
fifteen (15) East of the Third Principal
Meridian, lying North of the Public Road.

    (9) Lots forty five (45) and forty six
(46) in Block ten (10) in Burnham's West
Hammond Subdivision of the Southwest quarter
of the Southwest quarter and the South half of
the Southeast quarter of the Southwest quarter
of Section eight (8), Township thirty six (36)
North, Range fifteen (15) East of the Third
Principal Meridian.

    (10) That part of the North half of the
Southeast quarter of the Southeast quarter of
Section twenty one (21), Township thirty five
(35) North, Range fourteen (14) East of the
Third Principal Meridian, described as
follows: Beginning at a point on a line drawn
parallel to and one hundred seventy six (176)
feet North of the line dividing the North half
and the South half of the Southeast quarter of
the Southeast quarter of Section twenty one
(21) aforesaid; and which point is two hundred
twenty five and four tenths (225.4) feet West
of the East line of said Section twenty one
(21); thence West on a line parallel to the
line dividing the North half and the South
half of the Southeast quarter of the Southeast
quarter of said Section twenty one (21) a
distance of three hundred seventeen (317)
feet; thence North on a line drawn at right
angles to the last described line a distance
of two hundred (200) feet; thence East on a
line parallel to the line between the North
half and the South half of the Southeast quar-
ter of the Southeast quarter of said Section
twenty one (21) for a distance of two hundred
thirty five (235) feet; thence Southeasterly
along a line drawn at an angle of
approximately one hundred thirty five (135)
degrees and thirty nine (39) minutes a
distance of one hundred fifteen (115) feet to
a point on a line drawn parallel to and two
hundred twenty five and four tenths (225.4)
feet West of the East line of said Section
twenty one (21) and which point of
intersection is two hundred ninety six (296)
feet North of the line between the North half
and the South half of the Southeast quarter of
the Southeast quarter of said Section twenty
one (21); thence South on a line parallel to
the East line of said Section twenty one (21)
a distance of one hundred twenty (120) feet to
the point of beginning.

ALSO

    A parcel of land described as follows:
Beginning at the Southwest corner of Lot two
(2) in Block two hundred thirty eight (238),
Chicago Heights, (being a Subdivision of that
part of the Southeast quarter of Section
twenty one (21), Township thirty five (35)
North, Range


19


fourteen (14) East of the Third Principal
Meridian, lying East of a line drawn parallel
to and five hundred forty one (541) feet West
from the East line of Section twenty one (21),
except the South seven hundred twenty nine and
four tenths (729.4) feet thereof) and running
thence West twenty three (23) feet along the
South line of said Lot two (2), produced
Westward; thence North along a line parallel
to and twenty three (23) feet West of the West
line of said Lot two (2) for a distance of two
hundred (200) feet; thence East a distance of
twenty three (23) feet to the Northwest corner
of said Lot two (2); thence South along the
West line of said Lot two (2) to the point of
beginning.

ALSO

    Lot three (3) in Block two hundred thirty
eight (238) (excepting therefrom the South one
hundred ten (110) feet of the East one hundred
ninety one and twenty-three hundredths
(191.23) feet thereof; also excepting the
South one hundred (100) feet of the North one
hundred twenty five (125) feet of the East one
hundred seventeen (117) feet thereof) in
Chicago Heights, which is a Subdivision in
Township thirty five (35) North, Range
fourteen (14) East of the Third Principal
Meridian.

    (11) The West eight (8) feet of Lot twenty
(20) and the East seventeen (17) feet of Lot
twenty one (21) in Block forty eight (48) in
Grant Locomotive Works Addition to Chicago, in
Section twenty one (21), Township thirty nine
(39) North, Range thirteen (13) East of the
Third Principal Meridian.

    (12) That part of Lots eighty one (81) and
eighty two (82) in the Town of Rand, a
Subdivision of parts of Sections sixteen (16),
seventeen (17), twenty (20) and twenty one
(21), Township forty one (41) North, Range
twelve (12) East of the Third Principal
Meridian, described as follows: Beginning at a
point in the Northerly line of Lot eighty one
(81), twelve (12) feet Northwesterly from the
Northeast corner of said Lot eighty one (81);
thence Southwesterly along a line twelve (12)
feet distant from and parallel to the Easterly
line of said Lot eighty one (81) to a point
eight (8) feet North of the Southerly line of
said Lot eighty one (81); thence Southeasterly
along a line eight (8) feet distant from and
parallel to the Southerly line of Lots eighty
one (81) and eighty two (82) to a point twenty
five (25) feet West of the Easterly line of
said Lot eighty two (82); thence Northeasterly
in a line twenty five (25) feet distant from
and parallel to the Easterly line of said Lot
eighty two (82), to the Northerly line of said
Lot eighty two (82); thence Northwesterly
along the Northerly line of said Lots eighty
two (82) and eighty one (81) to the point of
beginning, subject to an easement granted over
the Northwesterly three (3) feet of said
property for purposes of passageway, light and
air.


2O


    (13) The West fifty (50) feet (except the
South two hundred nineteen and seventy-eight
hundredths (219.78) feet thereof) of Lot six
(6) in Redeker's Garden Addition to
DesPlaines, being a Subdivision of Lot six (6)
and Lot seven (7), except the South four (4)
acres thereof, in Redeker Estate Subdivision
of parts of Sections eight (8), nine (9),
sixteen (16) and seventeen (17), Township
forty one (41) North, Range twelve (12) East
of the Third Principal Meridian.

    (14) That part of the East half of the
Southeast quarter of Section twenty six (26),
Township forty one (41) North, Range eleven
(11) East of the Third Principal Meridian
described as follows: Beginning at the
Northeast corner of the Southeast quarter of
said Section; thence West along the North line
of said Southeast quarter, six hundred eighty
one and nine hundredths (681.09) feet; thence
Southwest three hundred fourteen and twenty-
four hundredths (314.24) feet to a point two
hundred ninety eight (298) feet South of the
North line of the Southeast quarter and seven
hundred eighty and eight tenths (780.8) feet
West of the East line of the aforesaid
Southeast quarter; thence East along a line
two hundred ninety eight (298) feet South of
and parallel to the North line of said
Southeast quarter seven hundred eighty and
eight tenths (780.8) feet to the East line of
said Southeast quarter; thence North along the
said East line two hundred ninety eight (298)
feet to place of beginning, (excepting
therefrom the South one hundred (100) feet of
the East one hundred seventy five (175) feet
thereof).

    (15) The South forty (40) feet of the West
fifty eight (58) feet of Lot ten (10) in Block
seventeen (17) of the Second Addition to Ells-
worth, being a Subdivision of part of the West
half of the Southeast quarter of Section
twenty five (25), Township forty (40) North,
Range twelve (12) East of the Third Principal
Meridian.

    (16) That part of Blocks twenty nine (29),
thirty (30) and thirty one (31) in Nickerson's
Subdivision of the East half of Section six
(6), Township thirty eight (38) North, Range
thirteen (13) East of the Third Principal
Meridian described as follows: Commencing at a
point in a line two hundred nineteen (219)
feet North of and parallel with the South line
of said East half of Section six (6), which is
one hundred eighty seven and seventy-nine
hundredths (187.79) feet East of the West
line of said East half, said parallel line
being the North line of the one hundred fifty
(150) foot Joint Fee Section of the Powerton-
Crawford Transmission line right-of-way as
described in Deed dated June 21, 1946,
recorded in the Recorder's Office of Cook
County, Illinois on July 10, 1946, as Document
#13840026 in Book 41227, page 398; thence
North thirty two and thirteen hundredths
(32.13) feet; thence Northeasterly along the
arc of a circle, convex Northwesterly, having
a radius of six thousand seven hundred forty
seven (6747) feet, a distance of five


21



hundred fifteen and sixty-five hundredths
(515.65) feet to a point (the chord of said
arc being five hundred fifteen and fifty-three
hundredths (515.53) feet long and bearing
North seventy five (75) degrees forty six (46)
minutes forty (40) seconds East); thence North
seventy eight (78) degrees one (1) minute
fifteen (15) seconds East, a distance of three
hundred fifty eight and seven hundredths
(358.07) feet; thence Northeasterly along the
arc of a circle, convex Northwest, having a
radius of two thousand eight hundred fifty
three and forty-three hundredths (2853.43)
feet (the chord of said arc being three
hundred sixty two and ninety-one hundredths
(362.91) feet long and bearing North eighty
one (81) degrees twenty four (24) minutes
forty nine and one-half (49-1/2) seconds East);
thence North eighty five (85) degrees East,
fifty nine and twenty-five hundredths (59.25)
feet; thence South thirty one and thirteen
hundredths (31.13) feet to a point in the
Northerly right-of-way line of The Sanitary
District Sludge Railroad as described in
Easement dated August 8, 1930, and recorded in
the Recorder's Office of Cook County, Illinois
on November 20, 1931 as Document #11008152 in
Book 29851, page 613; thence South eighty
seven (87) degrees one (1) minute fifteen and
one-half (15-1/2) seconds West along said
Sludge Railroad right-of-way line, a distance
of one hundred sixty four and six hundredths
(164.06) feet; thence Southwesterly along the
arc of a circle, convex Northwesterly, having
a radius of nine hundred ninety five and
seventy-seven hundredths (995.77) feet, a
distance of five hundred eighty nine and
fifty-one hundredths (589.51) feet to a point
of tangency (the chord of said arc being five
hundred eighty and ninety-two hundredths
(580.92) feet long and bearing South sixty
eight (68) degrees nine (9) minutes one and
one-half (1-1/2) seconds West); thence South
fifty one (51) degrees eleven (11) minutes
twenty nine (29) seconds West, continuing
along said right-of-way line, a distance of
sixty one and five hundredths (61.05) feet to
a point in a line two hundred nineteen (219)
feet North of and parallel with the South line
of aforesaid East half of Section six (6),
said line being the North line of aforesaid
Transmission line right-of-way; thence North
eighty nine (89) degrees forty eight (48)
minutes and thirty one (31) seconds West,
along said line, five hundred seventeen and
twenty-four hundredths (517.24) feet to the
point of beginning, together with a perpetual
easement for existing roadway for the purpose
of ingress and egress to Oak Park Avenue.

ALSO

    That part of Blocks twenty nine (29) and
thirty (30) in Nickerson's Subdivision of the
East half of Section six (6), Township thirty
eight (38) North, Range thirteen (13) East of
the Third Principal Meridian, described as
follows: Commencing at a point in a line which
is two hundred nineteen (219) feet North of
and parallel with the South line of said



22




East half of Section six (6) (said parallel
line being the North line of aforesaid
Transmission line right-of-way), which is
eight hundred thirty three and twenty-five
hundredths (833.25) feet East of the West line
of said East half, said point being in the
Southerly right-of-way line of aforesaid The
Sanitary District Sludge Railroad; thence
South eighty nine (89) degrees forty eight
(48) minutes thirty one (31) seconds East,
along said parallel line and North line of
aforesaid Transmission line right-of-way, a
distance of one hundred twenty four and
seventy-four hundredths (124.74) feet to a
point of curve; thence Northeasterly along
said right-of-way line, being the arc of a
circle, convex Southerly, tangent to the last
described course, having a radius of three
thousand one hundred eighty nine and ninety-
two hundredths (3189.92) feet, a distance of
five hundred one and fifty-five hundredths
(501.55) feet; thence North eleven (11)
degrees thirty eight (38) minutes forty eight
(48) seconds West, one hundred fifty six and
forty-five hundredths (156.45) feet to a point
in the Southerly right-of-way line of
aforesaid The Sanitary District Sludge
Railroad; thence South eighty three (83)
degrees eleven (11) minutes fifty two and one-
half (52-1/2) seconds West, along said right-
of-way line, a distance of one hundred twenty
eight and thirty-seven hundredths (128.37)
feet; thence Southwesterly along said right-
of-way line, said line being the arc of a
circle, convex Northerly, having a radius of
nine hundred fifteen and seventy-seven hun-
dredths (915.77) feet, a distance of five
hundred three and fifty-two hundredths
(503.52) feet to the point of beginning,
together with a perpetual easement for
existing roadway for the purpose of ingress
and egress to the property described in the
following paragraph.

ALSO

    That part of Blocks twenty nine (29),
thirty (30) and thirty one (31) in Nickerson's
Subdivision of the East half of Section six
(6), Township thirty eight (38) North, Range
thirteen (13) East of the Third Principal
Meridian and that part of Lots eighty nine
(89), eighty nine A (89A), ninety one (91),
ninety one A (91A), ninety three (93) and
ninety three A (93A), taken as a tract, in
Sanitary District Trustees' Subdivision of
right-of-way from North and South center line
of Section thirty (30), Township thirty nine
(39) North, Range fourteen (14) East of the
Third Principal Meridian to Will County Line,
described as follows: Commencing at a point in
a line sixty nine (69) feet North of and
parallel with the South line of said East half
of Section six (6) (said parallel line being
the South line of the aforesaid Transmission
line right-of-way which is six hundred sixty
two (662) feet East of the West line of said
East half, said point being in the Southerly
right-of-way line of aforesaid The Sanitary
District Sludge Railroad; thence South eighty
nine (89) degrees forty eight (48) minutes
thirty one (31) seconds East along said
parallel line and South line of aforesaid
Transmission line right-of-way, a distance of
two hundred ninety five and thirty-seven
hundredths


23



(295.37) feet to a point of curve; thence
Easterly along said South line of aforesaid
Transmission line right-of-way, being the arc
of a circle, convex Southerly, tangent to the
last described course, having a radius of
three thousand three hundred thirty nine and
ninety-two hundredths (3339.92) feet, a
distance of three hundred sixty nine and two
hundredths (369.02) feet to a point in the
line between Blocks twenty nine (29) and
thirty (30) in Nickerson's Subdivision,
aforesaid, said line being also the East line
of the West half of the Southeast quarter of
said Section six (6); thence North zero (0)
degrees three (3) minutes five (5) seconds
West, along said line, a distance of seven and
four hundredths (7.04) feet; thence Easterly
along the Northerly line of the strip of land
conveyed by Chicago & Illinois Western
Railroad to Commonwealth Edison Company by
Deed dated July 1, 1949 recorded in the
Recorder's Office of Cook County, Illinois as
Document #14616764 in Book 44718, page 206,
being the arc of a circle, convex Southerly,
having a radius of two thousand four hundred
eighty eight and thirty-four hundredths
(2488.34) feet, a distance of one hundred
sixty one and ninety-five hundredths (161.95)
feet (the chord of said arc being one hundred
sixty one and ninety-three hundredths (161.93)
feet long and bearing North eighty one (81)
degrees fifty nine (59) minutes four (4)
seconds East); thence South eleven (11)
degrees thirty eight (38) minutes forty eight
(48) seconds East, fifty four and twenty-five
hundredths (54.25) feet to a point in a line
which is two hundred sixty four and thirty-
seven hundredths (264.37) feet (measured at
right angles) Northwesterly of and parallel
with the Northwesterly line of the Chicago
Sanitary and Ship Canal; thence South sixty
eight (68) degrees thirty one (31) minutes ten
(10) seconds West along said parallel line a
distance of seven hundred sixty five and
sixteen hundredths (765.16) feet to a point in
the Northeasterly right-of-way line of The
Atchison, Topeka and Santa Fe Railway; thence
Northwesterly along said right-of-way line,
being the arc of a circle, convex
Northeasterly, having a radius of one thousand
nine hundred sixty and eight hundredths
(1960.08) feet, a distance of three hundred
twenty six and fifty-five hundredths (326.55)
feet to a point of tangency (the chord of said
arc being three hundred twenty six and
eighteen hundredths (326.18) feet long and
bearing North sixty two (62) degrees twenty
four (24) minutes fifteen (15) seconds West);
thence continuing along said right-of-way
line, North sixty seven (67) degrees ten (10)
minutes thirty seven (37) seconds West,
tangent to the last described arc, a distance
of zero and eighty hundredths (0.80) feet to a
point in the Southeasterly right-of-way line
of The Sanitary District Sludge Railroad;
thence North fifty one (51) degrees eleven
(11) minutes twenty nine (29) seconds East,
two hundred fourteen and four hundredths
(214.04) feet to the point of beginning,
reserving unto the Edison Company, its
successors and assigns, and from the lien and
operation of this Indenture, a perpetual
easement for electric utility purposes on,
over or in that part of said parcel lying
within



24



a strip of land thirty (30) feet in width the
Northwesterly line of which is two hundred
ninety four and thirty-seven hundredths
(294.37) feet Northwesterly of (measured at
right angles to) the Northwesterly line of
said Chicago Sanitary and Ship Canal.

    (17) The South two (2) acres of that part
of the Southeast quarter of Section four (4),
Township thirty eight (38) North, Range twelve
(12) East of the Third Principal Meridian,
lying Easterly of the center line of Bluff
Avenue and West of the Westerly line of the
right-of-way of the Chicago, Hammond and
Western Railroad Company, (now the Chicago
Junction Railway Company, also known as
Indiana Harbor Belt Railroad), the North line
of said premises being parallel with the
center line of 47th Street.

ALSO

    Block eight (8) in E. S. Badger's
Subdivision of part of Southeast quarter of
Section four (4), Township thirty eight (38)
North, Range twelve (12) East of the Third
Principal Meridian, lying East of Bluff
Avenue, as per plat recorded January 23, 1905,
as Document #3646569.

    (18) That part of Block nine (9) in
Lemont, a Subdivision of part of South
fractional quarter of Section twenty (20),
Township thirty seven (37) North, Range eleven
(11) East of the Third Principal Meridian,
described as commencing at Southwesterly
corner of said Block nine (9); thence Easterly
along the Southerly line of said Block, one
hundred forty four and two tenths (144.2)
feet; thence Northerly parallel with the
Westerly line of said Block, fifty eight (58)
feet for a point of beginning; thence
continuing Northerly along said parallel line
seventy and forty-six hundredths (70.46) feet
to the Southerly line of New Avenue; thence
Westerly along the Southerly line of New
Avenue thirty nine and eighty-eight hundredths
(39.88) feet; thence Southerly parallel to the
West line of said Block, seventy eight and
eighty hundredths (78.80) feet to a point
fifty eight (58) feet Northerly of, measured
at right angles to the Southerly line of said
Block; thence Easterly thirty nine (39) feet
more or less to the point of beginning.

    (19) The South thirty (30) feet of the
West fifty (50) feet of Lot nine (9) in
Riverside Acres Subdivision, a Subdivision in
the South Half of Section one (1), Township
thirty eight (38) North, Range twelve (12)
East of the Third Principal Meridian.

ALSO

    The South thirty (30) feet of Lot thirty
(30) in State Road Subdivision No. 2, a
Resubdivision of Lots ten (10), fourteen (14),
thirty three (33), thirty seven (37) and
(except the South fifty (50) feet) Lot fifty
six (56) in Riverside Acres, being a
Subdivision in the South



25




half of Section one (1), Township thirty eight
(38) North, Range twelve (12) East of the
Third Principal Meridian.
    (20) The Easterly fifty (50) feet (as
measured on the North and South Lines thereof)
of the following described tract of land: That
part of the East one half of the Northwest
quarter of the Southwest quarter of Section
fifteen (15), Township forty one (41) North,
Range twelve (12) East of the Third Principal
Meridian, described as follows: Commencing at
a point ninety two and fifty-eight hundredths
(92.58) feet South of the North line of the
South sixty five (65) acres of the West one
half of the Southwest quarter of said Section
fifteen (15), on a line fifty (50) feet West
of and parallel with the East line thereof;
thence Westerly one hundred twenty eight and
thirty-four hundredths (128.34) feet to a
point eighty nine and forty-four hundredths
(89.44) feet South of the North line of the
South sixty five (65) acres of the West one
half of the Southwest quarter of said Section
fifteen (15), on a line one hundred seventy
eight and thirty-four hundredths (178.34) feet
West of and parallel with the East line
thereof; thence South, on said parallel line,
seventy eight (78) feet; thence East, on a
line parallel with the North line hereof to a
line fifty (50) feet West of and parallel with
the East line of the West one half of said
Southwest quarter; thence North, on said
parallel line, seventy eight (78) feet to the
place of beginning, reserving unto the Edison
Company, its successors and assigns, and from
the lien and operation of this Indenture, a
perpetual easement for ingress and egress
across the South twenty two and five tenths
(22.5) feet thereof.

    (21) The Southeast quarter of Section
twenty nine (29), (excepting therefrom the
North one hundred fifty (150) feet thereof),
in Township thirty five (35) North, Range
thirteen (13) East of the Third Principal
Meridian.

    (22) A tract of land composed of parts of
Lots one (1), two (2) and three (3) in
Stannard's Subdivision of that part of the
Northeast quarter lying West of DesPlaines
River and South of the North twenty three and
thirty-six hundredths (23.36) chains thereof
of Section fourteen (14), Township thirty nine
(39) North, Range twelve (12) East of the
Third Principal Meridian and of parts of Lots
sixty eight (68) to eighty six (86) inclusive,
together with part of the alley South of said
Lots sixty eight (68) to eighty six (86), in
Block two (2) of DesPlaines Addition to
Maywood, Cook County, Illinois, which tract of
land is more particularly described as
follows: Beginning at the point of inter-
section of the South line of said Lot three
(3) in Stannard's Subdivision with the East
line of the West one thousand seven hundred
one and seventy-three hundredths (1701.73)
feet of said Northeast quarter of Section
fourteen (14) and running thence North along
said East line of West one thousand seven
hundred one and seventy-three hundredths
(1701.73) feet a distance of one thousand one
hundred twenty six and



26






thirty-one hundredths (1126.31) feet to a
point one hundred two and ten hundredths
(102.10) feet South of the point of
intersection of said East line of West one
thousand seven hundred one and seventy-three
hundredths (1701.73) feet with the Southerly
line of the one hundred (100) foot right-of-
way of the Chicago Great Western Railway Com-
pany; thence Eastward along the arc of a
circle having a radius of three hundred eighty
three (383) feet and convex Northerly a
distance of two hundred forty four and twenty-
nine hundredths (244.29) feet to a point on
said Southerly right-of-way line which is two
hundred thirty two and ten hundredths (232.10)
feet, measured on said right-of-way line,
Easterly from said point of intersection of
said right-of-way line with the East line of
the West one thousand seven hundred one and
seventy-three hundredths (1701.73) feet;
thence continuing Eastwardly along said
Southerly right-of-way line to its
intersection with the center line of the
DesPlaines River; thence Southwardly along
said center line of river to its intersection
with said South line of Lot three (3) of Stan-
nard's Subdivision and the South line of said
Northeast quarter and thence West along said
South line of Lot three (3) and along said
South line of Northeast quarter to the point
of beginning (excepting therefrom the South
three hundred (300) feet thereof), together
with a perpetual easement for ingress and
egress and any other gas utility purpose on,
over or in a strip of land fifty (50) feet in
width parallel with and adjoining the
Southerly right-of-way line of said one
hundred (100) foot railroad right-of-way
extending from said hereinabove described
property to First Avenue, Maywood.

    (23) That part of the East half of the
Northeast quarter of Section eleven (11),
Township thirty eight (38) North, Range twelve
(12) East of the Third Principal Meridian,
described as follows: Beginning at a point on
the West line of said East half which is
seventy seven and twenty-five hundredths
(77.25) feet North of the point of
intersection of said West line with the
Northerly line of the eighteen (18) foot strip
of land heretofore conveyed by Mary A.
Prescott MacArthur and Robert A. MacArthur,
her husband, to the Chicago and Illinois West-
ern Railroad by deed recorded in the
Recorder's Office of Cook County, Illinois, as
Document #10718075, which point is five
hundred seventy two and thirty-seven
hundredths (572.37) feet, more or less, North
of the Southwest corner of said East half and
running thence North along said West line of
East half a distance of one hundred ten (110)
feet; thence East along a line perpendicular
to said West line of East half, which
perpendicular line is the North line of land
described herein, a distance of one hundred
seventy two (172) feet; thence South along a
line parallel with said West line of East half
a distance of fifty nine (59) feet; thence
Southwestwardly a distance of eighty five and
eighty-five hundredths (85.85) feet to a point
which is one hundred two (102) feet




27





(measured perpendicularly) South of the herein
before mentioned North line of the property
herein described, and ninety seven and sixty-
seven hundredths (97.67) feet (measured
perpendicularly) East of said West line of
East half, and thence Westwardly a distance of
ninety eight (98) feet to the point of
beginning.

    (24) The Northeast quarter (except the
East fifty (50) feet thereof and except that
part thereof described as follows: Commencing
at a point where the West line of Wolf Road
intersects a line thirty three (33) feet North
of the South line of the Northeast quarter;
thence North, along the West line of said Wolf
Road, one hundred seventy five (175) feet;
thence West, parallel to the South line of
said Northeast quarter, two hundred (200)
feet; thence South, parallel to the West line
of Wolf Road, one hundred seventy five (175)
feet; thence East, parallel to the South line
of said Northeast quarter, two hundred (200)
feet to the place of beginning), of Section
thirty five (35), Township forty two (42)
North, Range eleven (11) East of the Third
Principal Meridian.

ALSO

    The East ten (10) acres of the West half
of the Northwest quarter and the East half of
the Northwest quarter of Section thirty five
(35), Township forty two (42) North, Range
eleven (11) East of the Third Principal
Meridian.

ALSO

    The West half (except the East ten (10)
acres thereof also except the West one hundred
(100) feet of the North two hundred (200) feet
thereof) of the Northwest quarter of Section
thirty five (35), Township forty two (42)
North, Range eleven (11) East of the Third
Principal Meridian.

ALSO

    The East seventy five (75) feet of the
South one hundred ten (110) feet of the
Southeast quarter of the Northeast quarter of
Section thirty four (34), Township forty two
(42) North, Range eleven (11) East of the
Third Principal Meridian.

ALSO

    The North one hundred (100) feet of that
part of the Northeast quarter of the Southeast
quarter of Section thirty four (34), Township
forty two (42) North, Range eleven (11) East
of the Third Principal Meridian, lying
Easterly of the center line of Rand Road.

ALSO

    All that part of West one hundred (100)
rods of the Northwest quarter of Section
thirty six (36), Township forty two (42)
North,




28





Range eleven (11) East of the Third Principal
Meridian, which lies Easterly of Easterly line
of one hundred (100) foot right-of-way of
Minneapolis, St. Paul and Sault Ste. Marie
Railroad Company together with that part of
the North three hundred (300) feet (measured
perpendicularly) of said West one hundred
(100) rods (except West fifty (50) feet) which
lies Westerly of Westerly line of said right-
of-way.

ALSO

    That part of South four hundred twenty
five (425) feet of the North seven hundred
twenty five (725) feet (both measured per-
pendicularly) of said West one hundred (100)
rods which lies Westerly of Westerly line of
said one hundred (100) foot right-of-way and
Easterly of a line one hundred (100) feet
(measured perpendicularly) Westerly of, and
parallel to, said Westerly right-of-way line.
    Reserving unto the Edison Company, its
successors and assigns, and from the lien and
operation of this Indenture, a perpetual
easement for electric utility purposes on,
over or in that part of the property described
in the two preceding paragraphs lying within a
strip of land two hundred ten (210) feet in
width measured at right angles to and lying
immediately West of and adjoining the Westerly
right-of-way line of the Minneapolis, St. Paul
and Sault Ste. Marie Railroad in the Northwest
quarter of said Section thirty six (36).

    (25) That part of the North half of the
Northeast quarter of Section twenty three
(23), Township forty two (42) North, Range
twelve (12) East of the Third Principal
Meridian, described as follows: Beginning at a
point in the South line of the North half of
the Northeast quarter of said Section twenty
three (23) twenty (20) rods West of the
Southeast corner thereof and running thence
North, parallel with the East line of said
North half of said Northeast quarter, one
hundred twenty five (125) feet; thence West,
parallel with the South line of said North
half of said Northeast quarter, twenty five
(25) feet; thence South, parallel with the
East line of said North half of said Northeast
quarter, one hundred twenty five (125) feet to
the South line thereof; thence East, along
said South line, twenty five (25) feet to the
point of beginning, (excepting from said
premises the South fifty (50) feet thereof in
Willow Road); also known and described as the
East twenty five (25) feet of the South one
hundred twenty five (125) feet (except the
South fifty (50) feet thereof in Willow Road)
of Lot thirteen (13) in the County Clerk's
Division of said Section twenty three (23).

    (26) The West fifty (50) feet of Lot
thirty six (36) in Block eight (8) in Midland
Development Company's North Lake Village Unit
#8, being a Subdivision of the Northeast
quarter of the Northeast quarter






29





          of Section thirty one (31), Township
          forty (40) North, Range twelve (12)
          East of the Third Principal
          Meridian.

              (27) The North sixteen (16) feet
          of Lots twenty seven (27) and twenty
          eight (28) in Montrose Lawns, being
          a Subdivision of the East half of
          the West half of the West half of
          the Northeast quarter and the West
          ten (10) acres of the East half of
          the West half of the Northeast
          quarter (except the North one
          thousand seven hundred twenty seven
          and five tenths (1727.5) feet of
          said tracts) of Section thirteen
          (13), Township forty (40) North,
          Range twelve (12) East of the Third
          Principal Meridian.

              (28) Sub-Lot "A" in Cicero Gas
          Company's Subdivision of Lots one
          (1) to eighteen (18) and thirty
          seven (37) to forty three (43)
          inclusive, in Block five (5) in
          Austin Park, a Subdivision of the
          East half of the Southwest quarter
          of Section seventeen (17), Township
          thirty nine (39) North, Range
          thirteen (13) East of the Third
          Principal Meridian.
                                   ALSO

              Lots nineteen (19) to thirty six
          (36) inclusive, together with
          vacated alley adjoining, in Block
          five (5) in Austin Park, being a
          Subdivision of the East half of the
          Southwest quarter of Section
          seventeen (17), Township thirty nine
          (39) North, Range thirteen (13) East
          of the Third Principal Meridian.

              (29) Lots fifty six (56) and
          fifty seven (57) in Kedzie Avenue
          Addition to Blue Island said
          Addition being a Subdivision in the
          Southwest quarter of the Southwest
          quarter of Section thirty six (36),
          Township thirty seven (37) North,
          Range thirteen (13) East of the
          Third Principal Meridian.

              (30) That part of the North half
          of the Northeast quarter of Section
          twenty six (26), Township forty one
          (41) North, Range thirteen (13) East
          of Third Principal Meridian
          described as follows: Beginning on
          the North line of said North half of
          the Northeast quarter at a point two
          hundred eighty one and twenty
          hundredths (281.20) feet East of the
          Northwest corner thereof and running
          thence south along a line drawn
          perpendicular to said North line of
          the North half of the Northeast
          quarter a distance of one hundred
          thirty seven and twenty-seven
          hundredths (137.27) feet; thence
          Southwesterly along a straight line
          a distance of two hundred seventy
          four and forty-five hundredths
          (274.45) feet to its intersection
          with a line one hundred fifty seven
          (157) feet (measured along said
          North line of the North half of the
          Northeast quarter) East of and
          parallel with the West line of said
          North half of the Northeast quarter
          at a point thereon which is three
          hundred seventy six and seventy-six
          hundredths (376.76) feet South of



30



the North line of the North half of the
Northeast quarter; thence South along a line
parallel with the West line of said Northeast
quarter to its intersection with a line two
hundred fifty (250) feet (measured per-
pendicularly) North of and parallel with the
South line of said North half of the Northeast
quarter of Section twenty six (26); thence
East along the last described parallel line a
distance of six hundred twenty seven and
seventy-nine hundredths (627.79) feet to a
point seven hundred eighty four and seventy-
nine hundredths (784.79) feet East of the West
line of said Northeast quarter; thence North
along a straight line a distance of one
hundred sixty one and two hundredths (161.02)
feet to its intersection with a line four
hundred eleven (411) feet (measured
perpendicularly) North of and parallel with
the South line of said North half of the
Northeast quarter (said point of intersection
being seven hundred seventy eight and one
hundredth (778.01) feet, measured along said
parallel line, East of the West line of said
Northeast quarter); thence East along the last
described parallel line a distance of one
thousand one hundred ninety four and thirty-
eight hundredths (1194.38) feet to its
intersection with the East line of the West
half of the Northeast quarter of the Northeast
quarter of said Section twenty six (26);
thence North along the East line of the West
half of the Northeast quarter of the Northeast
quarter to its intersection with the North
line of the Northeast quarter of said section;
thence West along said North line of the
Northeast quarter to the point of beginning.

    (31) A tract of land bounded by a line
described as follows: Commencing at the
Southeast corner of the Southwest quarter of
Section nine (9), Township forty one (41)
North, Range thirteen (13) East of the Third
Principal Meridian; thence North, along the
East line of the Southwest quarter of said
Section, one hundred fifty eight (158) feet;
thence West, along a line parallel with the
South line of the Southwest quarter of said
Section, to the Easterly right-of-way line of
the Commonwealth Edison Company; thence
Southeasterly, along said Easterly right-of-
way line, to the South line of said Section;
thence East, along the South line of said
Section, to the place of beginning.

    (32) The South twenty (20) feet of Lots
forty eight (48) and forty nine (49) in John
H. Curtis Subdivision of Blocks one (1) and
eight (8) of Nickerson's Subdivision of the
East half of Section six (6), Township thirty
eight (38) North, Range thirteen (13) East of
the Third Principal Meridian.

    (33) The South thirty three and five
tenths (33.5) feet of Lots one (1) and two (2)
in Mike Kristich's Seventy-ninth Street
Subdivision of Lot one hundred thirty one
(131) in Frederick H. Bartlett's First




31




     Addition to Frederick H. Bartlett's
     Seventy-ninth Street Acres in the
     Northwest quarter of Section thirty one
     (31), Township thirty eight (38) North,
     Range thirteen (13) East of the Third
     Principal Meridian, according to the plat
     of said Subdivision recorded September
     12, 1951, as Document #15167992.

Real estate situated in DeKalb County,
Illinois, described as follows:

         (1) That part of Section twelve (12),
     Township forty (40) North, Range four (4)
     East of the Third Principal Meridian,
     bounded and described as follows:
     Commencing at a point which is the
     intersection of the North line of Lot one
     (1) of Love's Subdivision of parts of
     Assessor's Lots three (3) and thirty four
     (34), as shown by plat recorded in the
     Office of the Recorder of DeKalb County,
     Illinois, on September 13, 1905, in Book
     "C" of Plats, at page 66, extended East,
     with the center line of State Route 23;
     thence West on the North line of Lot one
     (1) aforesaid three hundred fifty four
     and sixty hundredths (354.60) feet, more
     or less, to the Northwest corner thereof;
     thence South along the West line of said
     Lot one (1), one hundred fifty (150) feet
     to the Southwest corner thereof being
     also the North line of "Oaklands" a
     Subdivision, the plat of which was
     recorded in the Office of the Recorder of
     DeKalb County, Illinois, on October 20,
     1906, in Book "D" of Plats, at page 14;
     thence West along the North line of said
     0aklands, a distance of six hundred
     twenty three and eighty hundredths
     (623.80) feet, more or less, to a point
     which is fifteen (15) feet East of the
     Northwest corner of Lot six (6) of
     Oaklands; thence North and parallel to
     the West line of said Lot six (6), two
     hundred seventy seven (277) feet; thence
     West and parallel to the North line of
     said Lot six (6), three hundred forty one
     (341) feet to the center line of Love's
     Lane; thence North along the center line
     of Love's Lane, nine hundred eighty and
     fifteen hundredths (980.15) feet, more or
     less, to the Northwest corner of Lot "F"
     as shown on the Partition Plat in F. D.
     Love Estate in Court Record "N", page
     377; thence Easterly along the North line
     of said Lot "F" of said Plat, four
     hundred sixty two and five hundredths
     (462.05) feet to a point; thence
     continuing along the North line of Lots
     "F" and "E" of said Plat, one thousand
     two hundred fifty one and five hundredths
     (1251.05) feet to the center line of
     State Route 23, as widened, said widening
     being shown on survey filed in the Office
     of the Recorder of DeKalb County,
     Illinois, on July 1, 1942, as
     Document #171603; thence Southerly along
     the center line of State Route 23 to the
     place of beginning; (excepting therefrom
     the following: Commencing at the
     Northwest corner of Lot one (1) of Love's
     Subdivision aforesaid; thence North along
     a line which is the extension North of
     the West line of said Lot one (1), a
     distance of two hundred thirty (230)
     feet; thence East parallel to the North
     line of Lot one (1) aforesaid, a distance
     of three hundred ninety one and ten



32





hundredths (391.10) feet to the center line of
State Route 23; thence Southerly along the
center line of State Route 23, a distance of
two hundred thirty two and ninety-five
hundredths (232.95) feet to the extension East
of the North line of said Lot one (1); thence
West along the extended North line and the
North line of said Lot one (1), a distance of
three hundred fifty four and sixty hundredths
(354.60) feet to the place of beginning).

    (2) Commencing on the South line of Block
fourteen (14) of the Original Village (now
City) of DeKalb, Illinois, as shown by the re-
corded plat thereof, at a point ninety one
(91) feet Westerly from the Southeast corner
of said Block and running thence Northerly
parallel with the East line of said Block, one
hundred thirty two (132) feet; thence Westerly
parallel with the South line of said Block,
twenty four and one-half (24-1/2) feet; thence
Southerly parallel with the East line of said
Block, one hundred thirty two (132) feet;
thence Easterly along the South line of said
Block to the place of beginning.

    (3) Lot "B" in Block fifteen (15) in W. L.
Ellwood's Addition to DeKalb, as resubdivided
by plat filed for record May 7, 1912, in the
Recorder's Office of DeKalb County, Illinois,
in Book "D" of Plats at page 47, as
Document #52121, (excepting therefrom a tract
of land described as follows: Beginning on the
North line of said Block at a point one
hundred forty seven (147) feet West of the
Northeast corner thereof and running thence
East on said North line a distance of one hun-
dred forty seven (147) feet to the Northeast
corner of said Block; thence Southwesterly
along the Easterly line of said Block, fifty
five (55) feet; thence Northwesterly to the
point of beginning).

ALSO

    Block two (2), (excepting the Westerly
fifteen (15) feet thereof) in Rew's Addition
to the City of DeKalb, in the Southeast
quarter of the Northeast quarter of Section
twenty three (23), Township forty (40) North,
Range four (4) East of the Third Principal
Meridian, together with vacated Market Street
lying South and adjoining.

ALSO

     Lot "B" in Block three (3), in Rew's
     Addition to DeKalb.

    (4) Lots eleven (11) and twelve (12), in
Block three (3) in Citizen's Addition to
Genoa.

    (5) The West twenty six and one-half
(26-1/2) feet of Lots one (1) and two (2) in
Block two (2) in Lattin's Addition to the
Original Town (now City) of Sycamore.



33




Real estate situated in Du Page County,
Illinois, described as follows:

         (1) Part of Lot fifty five (55) of
     Assessor's Subdivision of Sections seven
     (7) and eight (8), Township thirty eight
     (38) North, Range eleven (11) East of the
     Third Principal Meridian, according to
     the plat thereof recorded October 2,
     1871, in Book 2 of Plats, pages 29 and
     30, as Document #14481, described as
     follows: Commencing at the intersection
     of the West line of Main Street and the
     North line of Curtiss Street in the
     Village of Downers Grove, Illinois;
     thence South sixty one (61) degrees
     thirty three (33) minutes West one
     hundred four and seven tenths (104.7)
     feet to an iron stake on the South side
     of said Curtiss Street for a place of
     beginning; thence South zero (0) degrees
     eleven (11) minutes West one hundred
     sixty three and eight tenths (163.8) feet
     to an iron stake on the North line of
     Village Hall Lot; thence North eighty
     seven (87) degrees fifty one (51) minutes
     West forty four and five tenths (44.5)
     feet to an iron stake; thence North three
     (3) degrees forty six (46) minutes East
     to the South line of Curtiss Street;
     thence South eighty three (83) degrees
     eleven (11) minutes East thirty three and
     four tenths (33.4) feet along the South
     line of Curtiss Street to the place of
     beginning.

ALSO

         Lot three (3) of Owners' Agreement
     Plat of part of Lot fifty five (55) of
     Assessor's Subdivision of Sections seven
     (7) and eight (8), Township thirty eight
     (38) North, Range eleven (11) East of the
     Third Principal Meridian, according to
     the plat thereof, recorded September 27,
     1927, in Book 18 of Plats, page 12 as
     Document #243771.

         (2) Lot two (2) (except that part
     thereof included in Hinsdale Avenue,
     being a strip off the North side, twenty
     (20) feet wide, measured at right angles
     to the North line of said Lot) of Roth's
     Subdivision of Lots two (2), five (5),
     six (6), nine (9) and ten (10) in Block
     two (2) in Hinsdale, in the Northwest
     quarter of Section twelve (12), Township
     thirty eight (38) North, Range eleven
     (11) East of the Third Principal
     Meridian, according to the plat thereof,
     recorded October 22, 1872, in Book 2 of
     Plats, page 32, as Document #15636.

         (3) The West twenty one and four
     tenths (21.4) feet of Lot five (5) in
     Block sixteen (16) of the Plat of the
     Town of Naperville, being a part of the
     Southeast quarter of Section thirteen
     (13), Township thirty eight (38) North,
     Range nine (9) East of the Third
     Principal Meridian, according to the plat
     thereof, recorded February 15, 1842, as
     Document #131.

         (4) The East half of Lot seven (7)
     and the West half of Lot eight (8) in
     Block six (6) of the Town of Wheaton,
     also that part of the Southwest quarter
     of Section sixteen (16), Township thirty
     nine (39) North,





34





     Range ten (10) East of the Third
     Principal Meridian, described by
     commencing at a point ninety nine (99)
     feet East of the Southwest corner of
     Block six (6) of said Town of Wheaton;
     thence East on the South line of said
     Block, sixty six (66) feet to a stake;
     thence south twenty nine and nine-
     twelfths (29-9/12) feet to a stake;
     thence in a Southwesterly direction,
     sixty seven (67) feet; thence North forty
     one (41) feet to the place of beginning
     (excepting from all of the above
     described property, the West twenty (20)
     feet thereof).

Real estate situated in Grundy County,
Illinois, described as follows:

         (1) Commencing at a point in the
     South line of Block twenty six (26) of
     Chapin's Second Addition to Morris,
     Illinois, thirty four (34) feet West of
     the Southwest corner of Lot two (2),
     Block seventeen (17) of Chapin's Addition
     to Morris, Illinois; thence West along
     the South line of said Block twenty six
     (26), fifty six and five tenths (56.5)
     feet; thence North parallel to the West
     line of said Lot two (2), fifty seven
     (57) feet; thence East parallel to the
     South line of said Block twenty six (26),
     fifty six and five tenths (56.5) feet to
     a point fifty seven (57) feet North of
     the point of beginning; thence South
     fifty seven (57) feet to the point of
     beginning.

         (2) Part of Block thirteen (13) of C.
     H. and H. C. Goold's Addition to Morris,
     Illinois, in the Southwest quarter of
     Section four (4), Township thirty three
     (33) North, Range seven (7) East of the
     Third Principal Meridian, and part of the
     Northwest quarter of Section nine (9),
     Township thirty three (33) North, Range
     seven (7) East of the Third Principal
     Meridian, according to the plat recorded
     April 26, 1927, in Book "C" of Plats,
     page 43, as Document #91815, described
     as follows: Beginning at the intersection
     of the center line of the public highway
     known as Canal Road with the West section
     line of Section four (4); thence South
     two hundred eighteen (218) feet, more or
     less, along the West section lines of
     said Sections four (4) and nine (9) to
     the Northerly property line of the
     Illinois Michigan Canal; thence Easterly
     along the Northerly property line of the
     Illinois Michigan Canal one hundred fifty
     (150) feet; thence North to the center
     line of said Canal Road thence
     Southwesterly along' the center line of
     said Canal Road to the point of
     beginning.

         (3) The North twenty five (25) feet
     of the West twenty five (25) feet of Lot
     thirteen (13) in Cunnea and Hynds
     Subdivision of the North half of Original
     Block two (2) of the Canal Trustees
     Subdivision of the Southwest quarter of
     Section three (3), Township thirty three
     (33) North, Range seven (7) East of the
     Third Principal Meridian.

         (4) Beginning at a point on the
     Northwest corner of Southwest Quarter of
     Section seventeen (17), Township thirty
     four (34) North,





35





     Range seven (7) East of the Third
     Principal Meridian; thence measuring in a
     Southerly direction along the Western
     boundary of said Section, for a distance
     of four hundred five (405) feet, to a
     point; thence continuing in a
     Southeasterly direction at an angle of
     thirty four (34) degrees two (2) minutes
     left, along centerline Highway No. 27,
     for a distance of six hundred thirty two
     and seven tenths (632.7) feet, for the
     point of beginning; thence continuing in
     a Southwesterly direction at an angle of
     ninety (90) degrees zero (0) minutes
     right, for a distance of eighty (80)
     feet, to a point; thence continuing in a
     Southeasterly direction at an angle of
     ninety (90) degrees zero (0) minutes
     left, for a distance of twenty (20) feet,
     to a point; thence continuing in an
     Easterly direction at an angle of fifty
     six (56) degrees thirty five (35) minutes
     left, for a distance of ninety four and
     five tenths (94.5) feet, to a point on
     the centerline of Highway No. 27; thence
     continuing in a Northwesterly direction
     at an angle of one hundred twenty three
     (123) degrees twenty five (25) minutes
     left, along said centerline, for a
     distance of seventy two and sixty-nine
     hundredths (72.69) feet, to the point of
     beginning.

Real estate situated in Henry County,
Illinois, described as follows:

         (1) Lots one (1), two (2), sixteen
     (16), seventeen (17), eighteen (18) and
     nineteen (19), all in Lot two (2) in
     Munson's First Addition to the Town (now
     City) of Geneseo, which said premises are
     more particularly described as follows:
     Commencing at the corner of First Street
     in said City and the alley in said Lot
     two (2) in said Addition at a point one
     hundred three (103) feet West of the
     Northeast corner of said Lot two (2),
     said Northeast corner being the Southwest
     comer of First Street and Oakwood Avenue
     (formerly Perry Street); thence South
     parallel with said Oakwood Avenue two
     hundred twenty six (226) feet; thence
     East parallel with said First Street one
     hundred three (103) feet to said Avenue;
     thence North along the West line of said
     Avenue two hundred twenty six (226) feet
     to the Northeast corner of said Lot two
     (2); thence West along the South line of
     First Street to the place of beginning,
     said parcel of land being two hundred
     twenty six (226) feet North and South and
     one hundred three (103) feet East and
     West and in the Northeast corner of said
     Lot two (2) in said Munson's First
     Addition aforesaid, together with all
     rights of the grantor in said alley, and
     in said First Street and Oakwood Avenue.

         (2) The Northwest quarter of the
     Northwest quarter of the Southwest
     quarter of Section twenty two (22),
     Township seventeen (17) North, Range
     three (3) East of the Fourth Principal
     Meridian; (except a tract of land fifty
     (50) feet East and West and sixty (60)
     feet North and South located in the
     Northwest quarter of the said Southwest
     quarter, described as follows: Beginning
     at a point five hundred fifty





36






     six and seventy hundredths (556.70) feet
     South and thirty three (33) feet East of
     the Northwest corner of said Southwest
     quarter of Section twenty two (22);
     thence East fifty (50) feet; thence North
     sixty (60) feet; thence West fifty (50)
     feet; thence South along the East line of
     the highway sixty (60) feet to the place
     of beginning; also except a tract
     described as follows: Beginning at a
     point five hundred fifty six and seventy
     hundredths (556.70) feet South and thirty
     (30) feet East of the Northwest corner of
     the Southwest quarter of Section twenty
     two (22); thence East fifty (50) feet;
     thence South one hundred (100)
     feet thence West fifty (50) feet; thence
     North along the East right-of-way of
     highway, one hundred (100) feet to the
     place of beginning).

Real estate situated in Kane County, Illinois,
described as follows:

         (1) The South fifty one (51) feet of
     Lot three (3) and all of Lots four (4),
     five (5) and six (6) in Block thirty (30)
     of the Original Town of Aurora, on the
     East side of Fox River, in the City of
     Aurora.

         (2) That part of Lots two (2), three
     (3), four (4), five (5), six (6) and
     seven (7) in Block two (2) of Wagner's
     Addition to West Aurora, lying Easterly
     of the Easterly line of Chicago,
     Burlington and Quincy Railroad Company.
     Also the vacated portion of River Street,
     lying Westerly of a line that begins in
     the Northerly line of First Street, seven
     (7) feet Easterly of the Westerly line of
     South River Street as the same is
     platted, and running thence in a straight
     line in a Northerly direction to the
     intersection of said Westerly line of
     River Street and Southerly line of Lot
     three (3) in Block two (2) of said
     Wagner's Addition in the City of Aurora.

ALSO

         That part of Block one (1) of
     Holbrook's Addition to West Aurora, lying
     South of the Southerly line of North
     Avenue; also Lots two (2), three (3),
     four (4), five (5), six (6), seven (7)
     and eight (8) in Block one (1) and Lot
     one (1) in Block six (6) of Wagner's
     Addition to West Aurora, and that part of
     vacated First Street in said Wagner's
     Addition, lying East of the Easterly line
     of River Street, all in the City of
     Aurora.

         (3) Lots six (6) and seven (7) of the
     Northeast quarter of Section twenty eight
     (28), Township thirty eight (38) North,
     Range eight (8) East of the Third
     Principal Meridian, including also such
     portion of "Hurd's Island", which said
     Lots comprise, as lies in the Southeast
     quarter of Section twenty one (21),
     Township and Range aforesaid, according
     to the Assessor's Map for the year 1885,
     all in the City of Aurora (excepting
     therefrom that part lying Southeasterly
     of the Northwesterly line of the premises
     conveyed to the Chicago, Burlington






37




and Quincy Railroad Company, by deed recorded
August 18, 1914, as Document #141430, in Book
579, page 352).

ALSO

    A strip of land connecting "Hurd's Island"
with the North Avenue Bridge together with all
additions, accretions and made land that are
now a part and parcel of said "Hurd's Island",
and particularly that part of said "Hurd's
Island" that has been built up and added to on
the Northerly end thereof, in the City of
Aurora (excepting therefrom that part lying
Southeasterly of the Northwesterly line of the
premises conveyed to the Chicago, Burlington
and Quincy Railroad Company by deed recorded
August 18, 1914, as Document #141430, in Book
579, page 352).

    (4) The Westerly twenty two and one-half
(22-1/2) feet of Lot five (5) in Block two (2)
of Assessor's Second Addition to the Town (now
City) of Batavia.

    (5) Part of the North half of Section
twenty five (25), Township forty one (41)
North, Range eight (8) East of the Third
Principal Meridian described as follows:
Beginning at a point in the North line of said
Section twenty five (25) three hundred seventy
two and nine tenths (372.9) feet Westerly from
the Northeast corner of the West half of the
Northeast quarter of said Section twenty five
(25); thence South zero (0) degrees forty nine
(49) minutes West along the center line
extended and the center line of St. Charles
Road a distance of five hundred fifty (550)
feet; thence West in a line at right angles to
the center line of St. Charles Road and its
Northerly extension a distance of one hundred
seventeen (117) feet; thence South in a line
making an angle of ninety (90) degrees with
the last described course (as measured from
East to South) a distance of ninety five (95)
feet; thence East in a line making an angle of
ninety (90) degrees with the last described
course (as measured from North to East) a
distance of one hundred seventeen (117) feet
to the center line of the aforesaid St.
Charles Road; thence South zero (0) degrees
forty nine (49) minutes West along the center
line of St. Charles Road four hundred seven
(407) feet to the Easterly line of the right-
of-way of the Chicago Milwaukee & St. Paul
Railway Company; thence Northwesterly along
said Easterly line of said Railway Company to
the North line of said Section twenty five
(25); thence East along said North line nine
hundred eighteen and twenty hundredths
(918.20) feet more or less to the place of
beginning.

    (6) That part of Lots five (5) and six (6)
in Block three (3) of O. Davidson's Addition
to Elgin, lying Easterly of a line drawn from
a point in the North line of Lot five (5)
aforesaid, two hundred fifteen




38






(215) feet Westerly of the Westerly line of
Grove Avenue to a point in the South line of
Lot six (6) aforesaid, two hundred fifteen
(215) feet Westerly of the Westerly line of
Grove Avenue in the City of Elgin, (excepting
that part, if any, lying within the right-of-
way of the Chicago, Aurora and Elgin Railway
Company).

    (7) That part of Sections three (3), four
(4) and ten (10), Township forty one (41)
North, Range eight (8) East of the Third
Principal Meridian, described as follows:
Beginning at the intersection of the center
line of the Crystal Lake Road and the North
line of the right-of-way of the Chicago,
Milwaukee, St. Paul and Pacific Railroad:
thence South eighty nine (89) degrees nineteen
(19) minutes West along said North line, two
hundred fifty (250) feet for a point of
beginning; thence continuing West along said
North line of the right-of-way of the Chicago,
Milwaukee, St. Paul and Pacific Railroad, one
thousand one hundred ninety six and seventy
hundredths (1196.70) feet to the center line
of the Huntley Road; thence North fifty eight
(58) degrees thirty eight (38) minutes West
along center line of said Road, nine hundred
eighty two and fifty hundredths (982.50) feet;
thence North fourteen (14) degrees nine (9)
minutes East one thousand six hundred sixty
six and thirty hundredths (1666.30) feet;
thence South eighty nine (89) degrees thirty
three (33) minutes East one thousand eight
hundred eighteen and eighty hundredths
(1818.80) feet to the center line of Crystal
Lake Road; thence South one (1) degree thirty
eight (38) minutes East along the center line
of said Road, one thousand seven hundred
ninety six and twenty hundredths (1796.20)
feet; thence West parallel to said North line
of the right-of-way of the Chicago, Milwaukee,
St. Paul and Pacific Railroad a distance of
two hundred fifty (250) feet; thence South
parallel to said center line of Crystal Lake
Road to the place of beginning; subject,
however, to the rights of the public in and to
any part thereof dedicated for streets or
highways.

    (8) That part of Lot five (5) in Block
forty five (45) of the Original Town of St.
Charles, described as follows: Beginning at
the Southwest corner of said Lot five (5);
thence Easterly along the Southerly line of
said Lot, twenty two (22) feet; thence
Northerly parallel to the Westerly line of
said Lot five (5), one hundred twenty two
(122) feet to a private alley; thence Westerly
parallel with the Southerly line of said Lot
to the Westerly line of said Lot; thence
Southerly along the Westerly line of said Lot
one hundred twenty two (122) feet to the
Southwest corner of said Lot and the place of
beginning.

    (9) That part of the North half of Lot
twelve (12) of the Southeast quarter of
Section twenty two (22), Township forty two
(42) North, Range eight (8) East of the Third
Principal Meridian, as shown by the Assessor's
Map of Dundee for the year 1885, described as
follows:





39




  Beginning at a point on the West line of
     said Lot twelve (12) at a distance of
     eight (8) feet North of the Southwest
     corner of the North half of said Lot
     twelve (12); thence running North on said
     West line of said Lot for a distance of
     fifteen (15) feet; thence East parallel
     with the North line of said Lot, ten (10)
     feet; thence South parallel with the West
     line of said Lot, fifteen (15) feet;
     thence West ten (10) feet to the place of
     beginning.

Real estate situated in Kankakee County,
Illinois, described as follows:

         (1) That part of the East half of the
     Southeast quarter of Section seventeen
     (17), Township thirty one (31) North,
     Range twelve (12) East of Third Principal
     Meridian, described as follows: Beginning
     at the point of intersection of the
     Westerly line of the two hundred (200)
     foot right-of-way of the Illinois Central
     Railroad Company with the South line of
     said Southeast quarter and running thence
     West along said South line a distance of
     one hundred twenty two and fifty-one
     hundredths (122.51) feet; thence North,
     perpendicular to said South line, a
     distance of one hundred twenty five (125)
     feet; thence East and parallel with said
     South line a distance of one hundred
     forty and forty-six hundredths (140.46)
     feet to said Westerly right-of-way line
     and thence Southwardly along said
     Westerly right-of-way line a distance of
     one hundred twenty six and twenty-eight
     hundredths (126.28) feet to the point of
     beginning, (excepting therefrom that part
     thereof conveyed by Thomas A. Legris and
     Evangeline P. Legris, his wife, to
     Illinois Central Railroad Company by War-
     ranty Deed dated June 25, 1929, and
     recorded July 8, 1929, in Book 381, page
     117).
         (2) Lot one (1), Block one (1),
     Brookmont River Subdivision, as platted
     November 30, 1928, recorded in Plat Book
     E, page 19, Records of Kankakee County,
     Illinois.

         (3) Lots one (1) through seven (7),
     inclusive; Lots ten (10) through sixteen
     (16), inclusive; together with that part
     of the vacated alley lying between said
     Lots, all in Block two (2) in Associate's
     North Addition to the Town of Kankakee
     City.

ALSO

         That part of vacated North Chicago
     Avenue lying North of Cypress Street for
     a distance of one block North to the
     South line of First Street, also called
     Birch Street, in Associate's North
     Addition to the Town of Kankakee City,
     bounded and described as follows:
     Commencing at the intersection of the
     Easterly line of vacated Chicago Avenue
     with the Southerly line of Birch Street,
     thence Southerly along the Easterly line
     of vacated Chicago Avenue one hundred and
     seven tenths (100.7)




40






feet; thence deflecting thirty eight (38)
degrees and forty five (45) minutes to the
right measure Southwesterly seventy nine and
nine tenths (79.9) feet; thence deflecting
thirty eight (38) degrees and forty five (45)
minutes to the left measure Southerly one
hundred twenty two and one tenth (122.1) feet;
thence deflecting twenty nine (29) degrees and
two (2) minutes to the left measure
Southeasterly seventy four and two tenths
(74.2) feet to a point which is fourteen (14)
feet (measured at right angles) Westerly of
the Easterly line of vacated Chicago Avenue,
at a point which is three hundred fifty (350)
feet South of the point of beginning; thence
deflecting one hundred nineteen (119) degrees
and two (2) minutes to the right measure
Westerly fifty six (56) feet to the Westerly
line of vacated Chicago Avenue; thence
deflecting ninety (90) degrees to the right
measure Northerly three hundred fifty (350)
feet along the Westerly line of vacated
Chicago Avenue to its intersection with the
Southerly line of Birch Street; thence
deflecting ninety (90) degrees to the right
measure Easterly seventy (70) feet along the
Southerly line of Birch Street produced to the
point of beginning.

    (4) That part of the West half of Section
eighteen (18), Township thirty (30) North,
Range thirteen (13) West of the Second
Principal Meridian, described as follows:
Beginning at a point on the West line of said
Section eighteen (18), said point being the
East quarter corner of Section thirteen (13),
Township thirty (30) North, Range fourteen
(14) West of the Second Principal Meridian,
and running thence Southward, along the true
West line of the Southwest quarter of said
Section eighteen (18), a distance of two
hundred sixty three and sixty-six hundredths
(263.66) feet to its intersection with the
North line of a public highway as the same is
now occupied and monumented, said intersection
being three and eighty-seven hundredths (3.87)
feet East of the West line of said Southwest
quarter as the same is now occupied to the
North of said highway; and also being two
thousand nine hundred twenty nine and sixty
hundredths (2929.60) feet, more or less, South
of the Northeast corner of said Section
thirteen (13); thence Eastward, along said
North line of public highway, a distance of
nine hundred forty seven and thirteen
hundredths (947.13) feet to its intersection
with the center line of a drainage ditch as
excavated and monumented, said last
intersection being nine hundred fifty one
(951) feet East of the above mentioned West
line of Southwest quarter as occupied; thence
Northward, along a straight line and along
said center line of ditch, a distance of eight
hundred seventy five and seven hundredths
(875.07) feet to its intersection with a line
eight hundred seventy five (875) feet measured
perpendicularly North of and parallel to said
North line of highway; thence Westward, along
said parallel line, a distance of nine hundred
twenty five and ninety-seven hun-




41




     dredths (925.97) feet to its intersection
     with the West line of the Northwest
     quarter of said Section eighteen (18);
     and thence Southward, along said West
     line of the Northwest quarter, a distance
     of six hundred eleven and forty-two
     hundredths (611.42) feet to the point of
     beginning.

         (5) The North seventy five (75) feet
     of the South three hundred seventy five
     (375) feet of the East five (5) acres of
     the West six (6) acres of the Southeast
     quarter of the Southwest quarter of
     Section thirty four (34), Township thirty
     one (31) North, Range twelve (12) East of
     the Third Principal Meridian, subject to
     West thirty three (33) feet thereof
     reserved for roadway purposes.

ALSO

         A perpetual right, easement,
     permission and authority to install,
     operate, use, maintain, relocate, renew
     and remove a roadway, gas, water and
     sewer mains and telephone lines, together
     with necessary appurtenances and fixtures
     upon, over, under and across the West
     thirty three (33) feet of the South three
     hundred (300) feet of the East five (5)
     acres of the West six (6) acres of the
     Southeast quarter of the Southwest
     quarter of Section thirty four (34),
     Township thirty one (31) North, Range
     twelve (12) East of the Third Principal
     Meridian.

         (6) The North twenty five (25) feet
     of the West twenty five (25) feet of Lot
     seven (7) in Block thirty five (35) in
     the Subdivision of a part of the
     Northwest fractional quarter of Section
     six (6), Township thirty (30) North,
     Range thirteen (13) West of the Second
     Principal Meridian, and a part of the
     Northeast fractional quarter of Section
     one (1), Township thirty (30) North,
     Range fourteen (14) West of the Second
     Principal Meridian, as platted by Len
     Small, July 26, 1902, Plat recorded
     October 27, 1902, in Book of Plats "C" at
     page 18, Records of Kankakee County,
     Illinois, being the Second West Kankakee
     Subdivision.

         (7) The East forty five (45) feet of
     Lots one (1) and four (4) in Block
     seventeen (17) in the Town of Kankakee
     City, subject to the rights of the public
     to use the South ten (10) feet of said
     Lot four (4) for alley purposes.

Real estate situated in Lake County, Illinois,
described as follows:

         (1) The North two hundred thirty
     three (233) feet of the East two hundred
     thirty three (233) feet of the Southeast
     quarter of the Northeast quarter of
     Section twenty three (23), Township forty
     five (45) North, Range nine (9) East of
     the Third Principal Meridian, (excepting
     therefrom the West one hundred fifty
     (150) feet of the North one hundred five
     (105) feet thereof).




42






Real estate situated in LaSalle County,
Illinois, described as follows:

         (1) All that part of the North
     fraction of Section fourteen (14),
     Township thirty three (33) North, Range
     four (4) East of the Third Principal
     Meridian, described as follows: Beginning
     at a point on the Southerly line of the
     Southerly Reserve of the Illinois and
     Michigan Canal which is North seventy
     three (73) degrees seventeen (17) minutes
     twenty (20) seconds West four hundred
     fifty six and eighty-five hundredths
     (456.85) feet from a stone monument at
     the intersection of said Southerly
     Reserve line with the East line of the
     Southeast fractional quarter of said
     Section fourteen (14) (said stone monu-
     ment being South six (6) minutes ten (10)
     seconds West five hundred twenty eight
     and thirty-four hundredths (528.34) feet
     from another stone monument at the
     Northeast corner of said Southeast
     fractional quarter of Section fourteen
     (14)) and running thence South sixteen
     (16) degrees forty two (42) minutes forty
     (40) seconds West forty and eleven
     hundredths (40.11) feet to the Northerly
     line of the former right-of-way of the
     Chicago, Ottawa and Peoria Railroad Com-
     pany; thence Northwestwardly, along said
     Northerly right-of-way line, being the
     arc of a circle having a radius of one
     thousand nine hundred thirty five and
     eight hundredths (1935.08) feet and
     convex Northerly, to its intersection
     with said Southerly line of said Canal
     Reserve; and thence South seventy three
     (73) degrees seventeen (17) minutes
     twenty (20) seconds East, along said
     Southerly Reserve line, to the point of
     beginning.

         (2) Lots ten (10), eleven (11),
     twelve (12) and thirteen (13), in Block
     forty four (44), in the Original Town of
     Mendota, located in the Southwest quarter
     of Section thirty three (33), Township
     thirty six (36) North, Range one (1) East
     of the Third Principal Meridian.

         (3) A part of the Northwest
     fractional quarter of Section four (4),
     Township thirty five (35) North, Range
     one (1) East of the Third Principal
     Meridian, described as follows:
     Commencing at a point on the North line
     of said fractional Northwest quarter
     which is two thousand twenty three (2023)
     feet East of the Northwest corner of said
     Section four (4); thence Southerly at an
     angle of ninety one (91) degrees twenty
     six (26) minutes measured counter-
     clockwise from the said North line of
     said Northwest quarter, a distance of six
     hundred eighty three and twenty
     hundredths (683.20) feet; thence Easterly
     at an angle of ninety two (92) degrees
     two (2) minutes measured clockwise from
     the last described course a distance of
     four hundred eighty three (483) feet to a
     point on the West right-of-way line of
     the Chicago, Milwaukee, St. Paul and
     Pacific Railroad Company; thence
     Northerly along the said West right-of-
     way line to its intersection with the
     said North line of said Northwest quarter
     of Section four (4); thence Westerly
     along the said North line of said
     Northwest quarter




43







of Section four (4) to the place of beginning;
(excepting therefrom the property of the
Natural Gas Pipe Line Co. of America,
described in a warranty deed recorded in the
Office of the Recorder of LaSalle County,
Illinois, in Book 861 of Deeds, at page 111,
described as follows: Beginning at a point two
thousand four hundred ten and fifty hundredths
(2410.50) feet East of said Northwest corner
of Section four (4), said point being the
intersection of the North and South fence line
with the North line of said Section four (4);
thence South one (1) degree thirty (30)
minutes East fifty (50) feet to a point;
thence East ninety five and fifty hundredths
(95.50) feet to a point; thence North one (1)
degree thirty (30) minutes West fifty (50)
feet to a point; thence West ninety five and
fifty hundredths (95.50) feet to the place of
beginning).

    (4) The following described real estate
situated in a Subdivision of the Southwest
fractional quarter of Section eleven (11),
Township thirty three (33) North, Range three
(3) East of the Third Principal Meridian, in
the City of Ottawa, viz: That portion of
Outlots sixty one (61) (except the North ten
and one-half (10-1/2) feet thereof), sixty two
(62), sixty three (63) and sixty four (64)
lying Westerly of a line drawn parallel with
and two hundred sixty three and five tenths
(263.5) feet East of the East line of Walker
Street in the City of Ottawa, lying South of
the switch track of the Chicago, Burlington &
Quincy Railroad Company and East of the East
line of Walker Street; also, that portion of
Outlots sixty five (65) sixty six (66), sixty
seven (67), sixty eight (68), sixty nine (69),
seventy (70) and seventy one (71) which lies
East of the East line of Walker Street in the
City of Ottawa, (excepting therefrom the East
fifty (50) feet of each of said Outlots).

    (5) That part of Lot three (3) in the
Southwest quarter of Section one (1), Township
thirty three (33) North, Range three (3) East
of the Third Principal Meridian, according to
the plat thereof recorded in Plat Book "F",
page 32, described as follows: Beginning at
the Southwest corner of said Lot three (3) and
running thence North zero (0) degrees thirteen
(13) minutes West along the West line of said
Lot three (3), three hundred fifty four and
five tenths (354.5) feet; thence North eighty
nine (89) degrees two (2) minutes East four
hundred seventy five (475) feet for a place of
beginning; from said place of beginning
running thence South zero (0) degrees eleven
(11) minutes East three hundred thirty nine
and one tenth (339.1) feet to a point; thence
North eighty nine (89) degrees two (2) minutes
East on a line parallel with and fifteen and
four tenths (15.4) feet North of the South
line of said above described Lot three (3), a
distance of three hundred sixty five and two
tenths (365.2) feet to a point on the West
line of the Dayton Road (now Champlain St.);
thence




44






North six (6) degrees forty two (42) minutes
East along the West line of Champlain St.
three hundred forty one and seventy-one
hundredths (341.71) feet to a point where the
West line of Champlain St. intersects the
North line of that part of Lot three (3)
conveyed to the State of Illinois by Special
Warranty Deed recorded in Book 788, page 20,
produced East; thence South eighty nine (89)
degrees two (2) minutes West four hundred six
and nineteen hundredths (406.19) feet to the
place of beginning.

    (6) The East twenty five (25) feet of the
South twenty two (22) feet of the North thirty
eight (38) feet of Lot five (5), in Block four
(4) in Allen's Addition to Ottawa according to
the Plat recorded September 9, 1887, in Book
"E", page 28.

    (7) That part of the North half of the
Southwest fractional quarter of Section
eighteen (18), Township thirty three (33)
North, Range four (4) East of the Third
Principal Meridian, lying South of the North
line of said Southwest fractional quarter
South of the center of State Aid Route No. 15,
and North of the South line of the abandoned
road in Fall River Township, more particularly
described as follows: Beginning at the
Northwest corner of the Southwest quarter of
said Section eighteen (18), thence South on
the West line of said Section eighteen (18), a
distance of two hundred thirty and eight
tenths (230.8) feet to a point; thence South
thirty one (31) degrees fifty two (52) minutes
East, one hundred two and four tenths (102.4)
feet to a point; thence South twenty seven
(27) degrees forty five (45) minutes East
fifty seven and seven tenths (57.7) feet to a
point; thence South fifty three (53) degrees
three (3) minutes East three hundred ninety
five and one tenth (395.1) feet to a point;
thence South forty seven (47) degrees forty
nine (49) minutes East ninety and six tenths
(90.6) feet to a point; thence South seventy
nine (79) degrees zero (0) minutes East sixty
eight and one tenth (68.1) feet to the center
of the Black Top Road, also State Aid Route
No. 15; thence along the center line of said
Road the following courses and distances;
thence North thirty (30) degrees three (3)
minutes West one hundred (100) feet to a
point; thence North twenty seven (27) degrees
forty one (41) minutes West three hundred
eighty eight and six tenths (388.6) feet to a
point; thence North thirty three (33) degrees
twenty one (21) minutes West one hundred (100)
feet to a point; thence North forty three (43)
degrees three (3) minutes West one hundred
(100) feet to a point; thence North fifty four
(54) degrees eighteen (18) minutes West one
hundred (100) feet to a point; thence North
sixty five (65) degrees thirty one (31)
minutes West eighty three and five tenths
(83.5) feet to the North line of said
Southwest quarter; thence West eighteen and
eight tenths (18.8) feet to the place of
beginning.




45




    (8) The West thirty (30) feet of the East
thirty six (36) feet of Lot nine (9) in Block
six (6) in Day's Addition to Ottawa in the
East half of the Northeast quarter of Section
fourteen (14), Township thirty three (33)
North, Range three (3) East of the Third
Principal Meridian.

    (9) The South thirty five (35) feet of the
West twenty five (25) feet of Lot two (2) in
Block six (6) in Norris' Addition to Ottawa in
the East fractional half of the Southeast
fractional quarter of Section ten (10),
Township thirty three (33) North, Range three
(3) East of the Third Principal Meridian
according to the plat thereof recorded May 8,
1852, in Book "A" of Plats, page 32.

    (10) The South twenty five (25) feet of
the East thirty five (35) feet of Lot three
(3) in Block thirteen (13), in Champlin's
Addition to the City of Ottawa, a subdivision
in Section two (2), Township thirty three (33)
North, Range three (3) East of the Third
Principal Meridian.

    (11) Commencing at the point of
intersection of the North line of Lot nine
(9), Block fifty two (52), Old Town of
Streator with the East line of the Southwest
quarter of the Southeast quarter of Section
twenty six (26), Township thirty one (31)
North, Range three (3) East of the Third
Principal Meridian which point of intersection
is eleven (11) feet Southeast of the Northwest
corner of said Lot nine (9); thence North on
the East line of the Southwest quarter of the
Southeast quarter of said Section twenty six
(26), one hundred twenty four (124) feet;
thence West at right angles to the East line
of said Southwest quarter of the Southeast
quarter of said Section twenty six (26),
seventy seven and seven tenths (77.7) feet;
thence South parallel to the East line of the
Southeast quarter of the Southwest quarter of
said Section twenty six (26), one hundred
fourteen and eight tenths (114.8) feet; thence
South seventy eight (78) degrees eight (8)
minutes West, three hundred six (306) feet;
thence North thirty one (31) degrees thirty
five (35) minutes West, forty five and sixteen
hundredths (45.16) feet; thence South seventy
nine (79) degrees zero (0) minutes West,
thirty eight (38) feet; thence South thirty
one (31) degrees zero (0) minutes West, twenty
eight (28) feet; thence South seventy seven
(77) degrees fifty five (55) minutes West, one
hundred ninety and five tenths (190.5) feet;
thence South eight (8) degrees five (5)
minutes East, two hundred eighty (280) feet to
the center line of the Vermillion River;
thence in an Easterly and Northeasterly
direction along the center line of the
Vermillion River a distance of six hundred
fifteen (615) feet more or less to its
intersection with the East line of the
Southwest quarter of the Southeast quarter of
said Section twenty six (26); thence North
along the East line of the Southwest quarter
of the Southeast quarter of said Section
twenty six (26), one hundred forty five (145)
feet to its




46






     intersection with the South line of Lot
     nine (9), Block fifty two (52), Old Town
     of Streator, Illinois; thence Southwest
     along the South line of said Lot nine
     (9), sixty four (64) feet to the
     Southwest corner of said Lot nine (9);
     thence Northeasterly along the West line
     of said Lot nine (9) to the Northwest
     corner thereof; thence Southeast along
     the North line of said Lot nine (9),
     eleven (11) feet to the place of
     beginning, the East line of the Southwest
     quarter of the Southeast quarter of
     Section twenty six (26) having an assumed
     North and South bearing for the purpose
     of this description.

         (12) Commencing at the Northwest
     corner of Section thirty (30) Township
     thirty one (31) North, Range four (4)
     East of the Third Principal Meridian;
     thence East along the North line of said
     Section thirty (30) a distance of ninety
     seven and eighty-three hundredths (97.83)
     feet; thence South parallel to the West
     line of said Section thirty (30) a
     distance of ninety and ninety-one
     hundredths (90.91) feet; thence West
     parallel to the North line of said
     Section thirty (30) to the West line
     thereof; thence North along the West line
     of said Section thirty (30) to the place
     of beginning.

         (13) The South twenty (20) feet of
     the West fifteen (15) feet of Lot three
     (3) in Block eighty four (84) in the
     Vermillion Coal Company's Addition to
     Streator, situate in the City of
     Streator, in the Northwest quarter of
     Section thirty six (36), Township thirty
     one (31) North, Range three (3) East of
     the Third Principal Meridian, excepting
     coal and other minerals underlying the
     surface thereof.

         (14) The West twelve (12) feet of Lot
     five (5); also, the East eighteen (18)
     feet of the West thirty (30) feet of the
     South thirty (30) feet of Lot five (5),
     all in Block four (4) in Dinsmore's
     Addition to Streator, being a subdivision
     in the Northwest quarter of Section
     twenty five (25), Township thirty one
     (31) North, Range three (3) East of the
     Third Principal Meridian, excepting coal
     and other minerals underlying the surface
     thereof.

Real estate situated in Lee County, Illinois,
described as follows:

         (1) All of Block eight (8) and twenty
     five (25) feet off from the East side of
     Madison Street on the West side of Block
     eight (8) and between First Street and
     River Street in the City of Dixon,
     formerly Original Town of Dixon,
     (excepting that part of said Block eight
     (8) described as follows, to-wit:
     Commencing at the Southeast corner of
     Block eight (8), running thence Westerly
     on the South line of said Block, two
     hundred thirty five (235) feet; thence
     Northerly at right angles to last named
     line one hundred fifty (150) feet; thence
     Easterly at right angles to last named
     line sixty (60) feet; thence Northerly at
     right angles to last named line to the
     North line of said





47




     Block eight (8); thence Easterly to the
     Northeast corner of said Block eight (8)
     and thence Southerly to the place of
     beginning).
         (2) Lot one (1) and all that part of
     Lot two (2) lying East of the Illinois
     Central Railroad Company right-of-way,
     all in Block ten (10) in the Town (now
     City) of Dixon, according to the recorded
     plat of said Town, as recorded in the
     Office of the Recorder of Lee County,
     Illinois in Book "A" of Deeds, at page
     62, and also to Assessor's Plat thirteen
     (13), recorded in the Office of the
     Recorder of Lee County, Illinois, in Book
     "B" of Plats, at page 25.

Real estate situated in Livingston County,
Illinois, described as follows:

 (1) The East twenty five (25) feet of the North fifty five
(55) feet of the Northwest quarter of Section
sixteen (16), Township thirty (30) North,
Range seven (7) East of the Third Principal
Meridian.

         (2) Lots three (3), four (4), five
     (5), six (6), seven (7) and eight (8) in
     Block twenty one (21) in Fell's Addition
     to Pontiac, being located on a part of
     the East half of the Southwest quarter of
     Section twenty two (22), Township twenty
     eight (28) North, Range five (5) East of
     the Third Principal Meridian, according
     to the plat thereof recorded in Book "D",
     page 392.

ALSO
         Lots thirteen (13), fourteen (14),
     fifteen (15) and sixteen (16) in Block
     twenty (20) in Fell's Addition to
     Pontiac, being located on a part of the
     East half of the Southwest quarter of
     Section twenty two (22), Township twenty
     eight (28) North, Range five (5) East of
     the Third Principal Meridian.

         (3) The North twenty five (25) feet
     of the East half of the Southwest quarter
     of Block sixteen (16) in Pontiac, being
     located on a part of the East half of the
     Northeast quarter of Section twenty two
     (22), Township twenty eight (28) North,
     Range five (5) East of the Third
     Principal Meridian together with an
     easement for ingress and egress thereto
     over the West ten (10) feet of the East
     half of the Southwest quarter of said
     Block sixteen (16) South of the property
     herein conveyed.

         (4) That part of Lot two (2) as said
     Lot is shown by the plat of the
     Subdivision records in the Recorder's
     Office in Livingston County, Illinois,
     made by D. J. Stanford, County Surveyor,
     of said Livingston County, from survey
     made September 24th to 28th A.D. 1908, of
     a part of the South half of Section
     eleven (11) and a part of the North half
     of Section fourteen (14) all in Township
     twenty eight (28) North, Range five (5)
     East of the Third Principal Meridian
     bounded and described as follows:
     Commencing in the East line of Aurora
     Street (sixty six (66) feet wide) at a
     point which is seventy six (76) feet
     South of the intersection of said East
     line of Aurora Street with the North line
     of the



48




     former Bloomington, Pontiac & Joliet
     Electric Railroad right-of-way, being the
     Northwesterly line of said Lot two (2);
     thence West, at right angles to said East
     line of Aurora Street, thirty three (33)
     feet to the West line of the Northwest
     quarter of said Section fourteen (14)
     (being a center line of Aurora Street);
     thence South along said West line, twenty
     five (25) feet; thence East, at right
     angles to said West line, fifty eight
     (58) feet; thence North, at fight angles,
     twenty five (25) feet; thence West, at
     right angles, twenty five (25) feet to
     the place of beginning.

Real estate situated in McHenry County,
Illinois, described as follows:

         (1) All that part of the Southeast
     quarter of the Southwest quarter of
     Section two (2), Township forty five (45)
     North, Range five (5) East of the Third
     Principal Meridian, bounded and described
     as follows, to-wit: Commencing at the
     Northeast corner of the said Southeast
     quarter of the Southwest quarter of
     Section two (2) and in the center of the
     highway and running thence South along
     the center of the highway, fifty (50)
     feet; thence West on a line parallel with
     the North line of said Southeast quarter
     of the Southwest quarter of Section two
     (2), one hundred thirty three (133) feet;
     thence North fifty (50) feet, more or
     less, to a point on said North line that
     is one hundred thirty three (133) feet
     West of the place of beginning; thence
     East along said North line, one hundred
     thirty three (133) feet to the place of
     beginning.

         (2) All that part of the Northwest
     quarter of the Southeast quarter of
     Section thirty five (35), Township forty
     five (45) North, Range eight (8) East of
     the Third Principal Meridian, bounded and
     described as follows, to-wit: Commencing
     at the Southwest corner of the said
     Northwest quarter of the Southeast
     quarter, and running thence East along
     the South line of said Northwest quarter
     of the Southeast quarter, forty four and
     five tenths (44.5) feet to the East line
     of the highway, for a place of beginning;
     thence East along said South line one
     hundred thirty two (132) feet; thence
     North parallel with the East line of said
     highway sixty six (66) feet; thence West
     parallel with said South line of said
     Northwest quarter of the Southeast
     quarter, one hundred thirty two (132)
     feet to said East line of said highway;
     thence South along said East line of said
     highway, sixty six (66) feet to the place
     of beginning.

         (3) Lots one (1), two (2), three (3)
     and four (4) in Block three (3) and the
     North seven (7) feet of vacated Taft
     Street from the West line of Amsterdam
     Street to the West line, if extended, of
     said Lot four (4), all being in D. F.
     Quinlan's Addition to the City of
     Woodstock, according to the plat thereof,
     recorded in the Recorder's Office of
     McHenry County, Illinois, in Book 3 of
     Plats, page 38.




49




Real estate situated in Ogle County, Illinois,
described as follows:

         (1) Part of the Northwest quarter of
     the Northwest quarter of Section thirty
     five (35), Township twenty four (24)
     North, Range nine (9) East of the Fourth
     Principal Meridian, described as follows:
     Beginning at the Northwest corner of the
     Northwest quarter of said Section thirty
     five (35) and running thence East one
     hundred thirty two (132) feet; thence
     South forty (40) feet; thence West one
     hundred thirty two (132) feet to the
     Section line and thence North forty (40)
     feet to the place of beginning.

         (2) A part of the Subdivision of Lot
     two (2) of the fractional Northeast
     quarter of Section four (4), Township
     twenty three (23) North, Range ten (10)
     East of the Fourth Principal Meridian,
     described as follows: Commencing at a
     point on the center line of the public
     road which is six hundred fifty (650)
     feet Southeasterly along the center line
     of said road from a point which is the
     intersection of the center line of said
     road and the West quarter Section line;
     thence Southerly, parallel with said
     quarter Section line, one hundred eighty
     four (184) feet to a point; thence
     Easterly, at an angle of ninety (90)
     degrees zero (0) minutes measured
     clockwise from the last described course,
     seventy five (75) feet to a point; thence
     Northerly, parallel with said quarter
     Section line, one hundred seventy seven
     and ten hundredths (177.10) feet, more or
     less, to the center line of said road;
     thence Northwesterly, along the center
     line of said road, seventy five and
     thirty hundredths (75.30) feet, more or
     less, to the point of beginning.

         (3) Lot nine (9) in Block eight (8)
     in Potter's Addition to the City of
     Oregon.

         (4) Lot eight (8) in Block seven (7)
     in Cutt's Addition to the Town (now City)
     of Polo.

Real estate situated in Whiteside County,
Illinois, described as follows:

         (1) Commencing at the point of
     intersection of the East line of Jackson
     Street and the Northerly right-of-way
     line of the Chicago and North Western
     Railway, in the City of Morrison; thence
     North, on said East line of Jackson
     Street, one hundred eighty (180) feet;
     thence East, perpendicular to the last
     described course, two hundred sixty (260)
     feet; thence Southeasterly, at an angle
     of one hundred two (102) degrees forty
     three (43) minutes measured counter-
     clockwise from the last described course,
     two hundred two and fifteen hundredths
     (202.15) feet to said Northerly right-of-
     way line of the Chicago and North Western
     Railway; thence Westerly, on said
     Northerly right-of-way line, three
     hundred five (305) feet to the place of
     beginning.




50




    (2) Lots seven (7) and eight (8) in Block
twenty one (21) in the City of Morrison.

    (3) The East half of the Northwest quarter
of Section thirty five (35) and that part of
the East half of the Southwest quarter of
Section twenty six (26) which lies South of
the center of the public highway between Rock
Falls and Dixon, Illinois, said last named
tract being known as Lot six (6) of the
Southwest quarter of Section twenty six (26),
all in Township twenty one (21) North, Range
seven (7) East of the Fourth Principal
Meridian, (except the following described
tract: Commencing at a point on the West line
of the East half of the Southwest quarter of
Section twenty six (26), four hundred eighty
four and twenty-five hundredths (484.25) feet
North of the Southwest corner of said East
half of the Southwest quarter of Section
twenty six (26) and extending thence North,
along said West line eight hundred seventeen
and seventy-five hundredths (817.75) feet to
the center line of Rock Island Road; thence
extending Southeasterly, along said center
line at an angle of sixty six (66) degrees
thirty seven (37) minutes measured counter-
clockwise from the last described course, four
hundred thirty five and seventy-nine hundredths
(435.79) feet; thence South, at an angle of
one hundred thirteen (113) degrees twenty
three (23) minutes measured counter-clockwise
from the last described course, six hundred
forty four and seventy-nine hundredths
(644.79) feet; thence West, perpendicular to
the last described course, four hundred (400)
feet to the place of beginning, also excepting
therefrom the South six hundred (600) feet of
the East half of the Northwest quarter of said
Section thirty five (35)).

    (4) Lot sixteen (16) in plat of Emmons
Place, being a Subdivision of the Southeast
part of Lot ten (10) of the Northeast quarter
of Section twenty seven (27), Township twenty
one (21) North, Range seven (7) East of the
Fourth Principal Meridian.

    (5) That part of the Northwest fractional
quarter of Section twenty eight (28), Township
twenty one (21) North, Range seven (7) East of
the Fourth Principal Meridian, described as
follows: Beginning at a point where a line
drawn nineteen (19) feet West of and parallel
with the center line of Bass Street in
Wallace's Second Addition to Sterling,
extended, crosses the South line of Miller
Street; thence Easterly along the South line
of Miller Street two hundred (200) feet;
thence Southerly along a line parallel with
the center line of Bass Street extended, to
Rock River; thence Westerly along the North
bank of Rock River to the intersection of the
North bank of Rock River with a line nineteen
(19) feet West of and parallel with the center
line of Bass Street, extended; thence
Northerly along a line parallel with the
center line of Bass Street extended to the
place of beginning; also that part of the




51

     South half of vacated Miller Street lying
     North of and adjoining the above
     described property.
ALSO

         Part of the Northwest fractional
     quarter of Section twenty eight (28),
     Township twenty one (21) North, Range
     seven (7) East of the Fourth Principal
     Meridian, described as follows, to-wit:
     Commencing at a point where a line drawn
     nineteen (19) feet West of and parallel
     with the center line of Bass Street in
     the City of Sterling extended crosses the
     South line of Miller Street running
     Easterly and Westerly, said South line of
     Miller Street being the South side of
     Wallace's Second Addition to said City;
     thence Westerly along the South line of
     said Miller Street one hundred fifty
     (150) feet; thence Southerly on a line
     parallel with the center line of said
     Bass Street extended to the water's edge
     at normal stage at North Bank of Rock
     River; thence Easterly along said water's
     edge of said Rock River to a point where
     said line drawn nineteen (19) feet West
     of said center line of Bass Street ex-
     tended would intersect said Rock River;
     thence Northerly to place of beginning,
     subject to switch track rights reserved
     in deed dated March 30, 1926 and recorded
     in Whiteside County, June 12, 1926 in
     Book 266 of Deed Records at page 108.

Real estate situated in Will County, Illinois,
described as follows:

         (1) Lot nine (9), (except the North
     sixty one and twenty-five hundredths
     (61.25) feet thereof), and all of Lot ten
     (10), in County Clerk's Subdivision of
     part of the Northwest quarter of Section
     three (3) and part of the Northeast
     quarter of Section four (4), in Township
     thirty five (35) North, Range ten (10)
     East of the Third Principal Meridian,
     (excepting therefrom that part of said
     Lot nine (9) bounded and described as
     follows: Commencing at a point on the
     Westerly line of said Lot nine (9) which
     point is one hundred sixty one and
     twenty-five hundredths (161.25) feet
     South of the North line of said Lot nine
     (9) measured perpendicularly thereto;
     thence East parallel with the North line
     of said Lot nine (9) a distance of one
     hundred (100) feet; thence North at right
     angles to the North line of said Lot nine
     (9) to the South line of the North sixty
     one and twenty-five hundredths (61.25)
     feet of said Lot nine (9); thence West
     along said South line of the North sixty
     one and twenty-five hundredths (61.25)
     feet of said Lot nine (9) to the Westerly
     line of said Lot nine (9); thence
     Southerly along the Westerly line of said
     Lot nine (9) to the point of beginning).

         (2) That part of the Southwest
     quarter of Section twenty seven (27) and
     the Southeast quarter of Section twenty
     eight (28), in Township thirty six (36)
     North, Range ten (10) East of the Third
     Principal Meridian, described as follows:
     Beginning at a point eighteen hundred
     twenty (1820) feet North and two hundred
     ninety six and forty-seven hun-



52


     dredths (296.47) feet East of the
     Southwest corner of said Section twenty
     seven (27) and running thence North
     eighty nine (89) degrees, fifty two (52)
     minutes West two hundred ninety six and
     forty-seven hundredths (296.47) feet to a
     point on the North and South Section line
     between said Sections twenty seven (27)
     and twenty eight (28), said point being
     eight hundred twenty seven and twenty-
     seven hundredths (827.27) feet South of
     the East and West half Section line in
     said Sections twenty seven (27) and
     twenty eight (28); thence North eighty
     nine (89) degrees, fifty four (54)
     minutes West five hundred twelve and
     seventy-five hundredths (512.75) feet;
     thence Southwestwardly to a point in the
     South line of said Section twenty eight
     (28) which is one thousand five and five
     tenths (1005.5) feet West of the
     Southeast corner of said Section twenty
     eight (28); thence East along the South
     line of said Section twenty eight (28),
     to a point two hundred (200) feet West of
     the Southeast corner of said Section
     twenty eight (28); thence North fifteen
     (15) degrees, twelve (12) minutes East,
     to the place of beginning.

ALSO

         A perpetual easement thirty three
     (33) feet in width for existing roadway
     for the purpose only of ingress and
     egress to Chicago and Joliet Road.
         (3) The West three quarters (3/4) of
     the Southwest quarter of Section twenty
     nine (29), (excepting therefrom the West
     ninety nine (99) feet thereof), in
     Township thirty six (36) North, Range Ten
     (10) East of the Third Principal
     Meridian.

    RESERVING, HOWEVER, unto the Edison
Company, its successors and assigns, and from
the lien and operation of this Indenture, all
electric facilities located, at the actual
date of execution and delivery of this
Indenture, on, over or in the property
described above in this Division First or
hereafter located on, over or in such
property, the term "electric facilities", as
used herein, meaning towers, poles, pole
structures, push poles, anchors, guys, stubs,
vaults, manholes, tunnels, conduits, wires,
cables, transformers, meters, communication
facilities, and other facilities, equipment,
apparatus, fixtures and appurtenances
comprising any part of the electric utility
system of the Edison Company; and reserving,
also, unto the Edison Company, its successors
and assigns, and from the lien and operation
of this Indenture, a perpetual right, easement
and authority to construct, install, operate,
use, maintain, renew, replace, remove or
relocate on, over or in the property described
above in this Division First (with such rights
of access to such portions of said property as
may be necessary or incidental to the exercise
of such right, easement and authority) (a)
existing electric facilities, (b) electric
facilities in process of construction at the
actual date of ex-




53




ecution and delivery of this Indenture, and
(c) electric facilities the construction of
which has not been commenced but which has
been or shall be authorized, on or before the
actual date of execution and delivery of this
Indenture, by the Board of Directors of the
Edison Company.

SECOND

    All rights-of-way, easements, franchises,
licenses, permits, privileges, leases,
leaseholds, agreements and other authority
granted to the Edison Company or its
predecessors, and owned by the Edison Company
at the actual date of execution and delivery
of this Indenture, for the sole purpose of
constructing, installing, operating, using,
maintaining, renewing, replacing, removing or
relocating gas facilities (as defined in
Division Fourth of these Granting Clauses) on,
over or in property owned by others than the
Edison Company and situated in the Counties of
Boone, Cook, DeKalb, DuPage, Grundy, Henry,
Kane, Kankakee, Kendall, Lake, LaSalle, Lee,
Livingston, McHenry, Ogle, Whiteside and Will,
in the State of Illinois.

THIRD

    All rights of the Edison Company to
construct, install, operate, use, maintain,
renew, replace, remove or relocate gas
facilities on, over or in property owned by
others than the Edison Company and covered by
rights-of-way, easements, franchises,
licenses, permits, privileges, leases,
leaseholds, agreements and other authority
granted to the Edison Company or its predeces-
sors and owned by the Edison Company at the
actual date of execution and delivery of this
Indenture, alone or jointly with others, for
purposes including, but not solely for, the
aforementioned gas utility purposes, such
property being located in the Counties of
Boone, Cook, DeKalb, DuPage, Grundy, Henry,
Kane, Kankakee, Kendall, Lake, LaSalle, Lee,
Livingston, McHenry, Ogle, Whiteside and Will,
in the State of Illinois; provided, however,
that the conveyance and mortgaging of such
rights of the Edison Company in respect of
each of said rights-of-way, easements,
franchises, licenses, permits, privileges,
leases, leaseholds, agreements and other
grants of authority shall be effective only
upon the condition and to the extent that such
rights can be conveyed and mortgaged hereby
without impairment of the estate or interest
of the Edison Company, for purposes other than
the aforementioned gas utility purposes, in
such right-of-way, easement, franchise,
license, permit, privilege, lease, leasehold,
agreement or other grant of authority, and
without impairment of the estates or
interests, if any, therein of others than the
Edison Company.



54


FOURTH
    All gas facilities located on, over or in
the property described or referred to in
Divisions First, Second and Third of these
Granting Clauses, or otherwise located,
including gas facilities in process of
construction at the actual date of execution
and delivery of this Indenture, the term "gas
facilities", as used herein, meaning
facilities used or held for use in connection
with the purchase and receipt of gas from
suppliers or transporters, gas production
plants and facilities, and facilities for the
handling, storage and gasification of
liquefied petroleum products; gas tanks and
holders, and underground high-pressure gas
storage facilities: gas compressors and
boosters; gas mixing, regulating and control
facilities;gas mains, laterals, services,
regulators, meters, pipes, conduits, valves
and fittings, regulating and metering equip-
ment (including regulating and metering
equipment, but excluding service pipes and
fuel runs, installed on property of the Edison
Company for the purpose of receiving gas for
boiler fuel at electric generating stations of
the Edison Company and for its other
industrial customer uses on such property),
and communication facilities; buildings,
structures and works (including
appurtenant switch tracks) solely used or held
for use in the operation of the gas utility
system conveyed and mortgaged hereby and in
the conduct of the gas utility business
relating thereto; machinery, engines, pumps,
electric power and lighting equipment
(excluding all primary service cable in con-
duit, primary overhead service connections,
secondary service drops, service stations, and
metering equipment, which constitute electric
facilities) solely used or held for use in the
operation of said gas utility system and in
the conduct of said gas utility business; and
other facilities, equipment, tools,
implements, apparatus, fixtures and
appurtenances solely so used or held for use
and comprising any part of said gas utility
system.

FIFTH

    All property (if any), real and personal,
in addition to that described or referred to
above in Divisions First, Second, Third and
Fourth of these Granting Clauses (other than
property hereinafter expressly excepted from
the lien and operation of this Indenture),
which, at the actual date of execution and
delivery of this Indenture, is solely used or
held for use in the operation by the Edison
Company of its gas utility system and in the
conduct of its gas utility business.

SIXTH

    All property, real and personal, used or
useful in the gas utility business (other than
property hereinafter expressly excepted from
the lien and opera-




55




tion of this Indenture) acquired by the Edison
Company after the actual date of execution and
delivery of this Indenture and prior to the
adoption thereof by the Gas Company, and all
property of such character (with like
exception) acquired by the Gas Company or
(subject to tile provisions of Section
16.03) any successor corporation after such
adoption, this convey-anco and mortgage of
after-acquired property on the part of the Gas
Company to become and be effective upon its
execution and delivery of, and by virtue of
provisions expressly to be contained in, the
indenture of adoption provided for in Section
2.01.

SEVENTH

    All property (including property
hereinafter expressly excepted from the lien
and operation of this Indenture) which at any
time hereafter, by delivery or by an
instrument in writing, may be expressly
conveyed or mortgaged to or pledged or
deposited hereunder with the Trustee by the
Edison Company or by the Gas Company or any
successor corporation, or by anyone on behalf
of any of such corporations and with its
written consent, as and for additional
security hereunder, the Trustee being hereby
authorized at any and all times to accept and
receive any such conveyance, mortgage, pledge
or deposit and to hold and apply any such
property upon and subject to the terms and
provisions upon which such conveyance,
mortgage, pledge or deposit shall be made.

EIGHTH

    All and singular the tenements,
hereditaments and appurtenances belonging or
in any wise appertaining to the property
hereinabove described or referred to and
mortgaged hereby or intended so to be, or any
part of such property, with the reversion and
reversions, remainder and remainders, and
(subject to the provisions of Section 10.01)
the income, revenues, rents, issues and
profits thereof; and all of the estate, right,
title, interest and claim whatsoever which the
Edison Company now has or which the Edison
Company or the Gas Company or any successor
corporation, as the case may be, may hereafter
acquire in and to the aforesaid property and
every part and parcel thereof, excluding
always property of the character of that
hereinafter expressly excepted from the lien
and operation hereof.

EXCEPTED PROPERTY
    There is expressly excepted from the lien
and operation of this Indenture the following
described real estate:

56



Real estate situated in Cook County, Illinois,
described as follows:

         (1) Lots nineteen (19) and twenty
     (20) in Block seventeen (17) in
     Grossdale, a Subdivision in the Southeast
     quarter of Section thirty four (34),
     Township thirty nine (39) North, Range
     twelve (12) East of the Third Principal
     Meridian.

         (2) Lots fifteen (15), sixteen (16),
     seventeen (17) and eighteen (18) in Block
     one (1) in H. C. Gray's Addition to West
     Pullman, a Subdivision of the North
     fifteen (15) acres of the North twenty
     six and two-thirds (26-2/3) acres of the
     Northeast quarter of the Southeast
     quarter of Section twenty nine (29),
     Township thirty seven (37) North, Range
     fourteen (14) East of the Third Principal
     Meridian.

ALSO

         Lot ten (10) in Block four (4) in the
     Subdivision of the South eleven and two-
     thirds (11-2/3) acres of the North twenty
     six and two-thirds (26-2/3) acres of the
     Northeast quarter of the Southeast
     quarter of Section twenty nine (29),
     Township thirty seven (37) North, Range
     fourteen (14) East of the Third Principal
     Meridian.

         (3) A parcel of land in Lot six (6)
     in George H. Geils' Subdivision of that
     part of the South half of the North half
     and of the South fourteen and seventy
     hundredths (14.70) feet of the North half
     of the North half of Section thirty (30),
     Township forty one (41) North, Range
     twelve (12) East of the Third Principal
     Meridian, lying West of the right-of-way
     of the DesPlaines Valley Railroad, as
     shown on plat recorded September 10,
     1928, as Document #10142179, said parcel
     being bounded and described as follows:
     Beginning at the Northeast corner of said
     Lot; thence West to the Northwest corner
     of said Lot; thence South to the
     Southwest corner of said Lot; thence East
     along the South line of said Lot, thirty
     and three one-hundredths (30.03) feet;
     thence North six hundred seventy five and
     four one-hundredths (675.04) feet to a
     point which is thirty (30) feet East of
     the West line of said Lot six (6)
     measured at right angles thereto; thence
     East five hundred seventy one and thirty
     hundredths (571.30) feet more or less to
     a point in the East line of said Lot
     which is six hundred seventy and eighteen
     hundredths (670.18) feet South of the
     place of beginning; thence North to the
     place of beginning (excepting that part
     of the above described property lying
     within a strip of land one hundred (100)
     feet wide across Lot six (6) in George H.
     Geils' Subdivision of that part of the
     South half of the North half and of the
     South fourteen and seventy hundredths
     (14.70) feet of the North half of the
     North half of Section thirty (30),
     Township forty one (41) North, Range
     twelve (12) East of the Third Principal
     Meridian, lying West of the right-of-way
     of the





57

Des Plaines Valley Railroad as shown on plat
recorded September 10, 1928, as Document
#10142179 in Cook County, Illinois, the center
line of said one hundred (100) foot strip
being described as follows: Beginning at a
point on the North line of said Lot six (6)
ninety eight and four tenths (98.4) feet West
of the Northeast corner of said Lot; thence
Southwesterly along a curve to the right with
a radius of five thousand seven hundred twenty
nine and sixty-five hundredths (5729.65) feet
to a point of intersection with the South line
of the Northwest fractional Quarter of said
Section thirty (30) which is six hundred seven
and eleven hundredths (607.11) feet West of
the Southeast corner of said Lot).

ALSO

    The East thirty (30) feet of Lot three (3)
in Grewe's Subdivision of that part of the
Northwest fractional quarter and the West half
of the West half of the Northeast quarter of
Section thirty (30), Township forty one (41)
North, Range twelve (12) East of the Third
Principal Meridian, lying North of a line
fourteen and seven tenths (14.7) feet North of
the East and West center line of the North
half of said Section (except the right-of-way
of the DesPlaines Valley Railroad).

ALSO

    The East one hundred two (102) feet of Lot
one (1) in George H. Geils' Subdivision of
that part of the South half of the North half
and the South fourteen and seventy hundredths
(14.70) feet of the North half of the North
half of Section thirty (30), Township forty
one (41) North, Range twelve (12) East of the
Third Principal Meridian, lying West of the
right-of-way of the DesPlaines Valley Railroad
as shown by plat recorded September 10, 1928,
as Document #10142179.

ALSO

    An easement for ingress and egress over
and across that part of Lot five (5) in George
H. Geils' Subdivision of that part of the
South half of the North half and of the South
fourteen and seventy hundredths (14.70) feet
of the North half of the North half of Section
thirty (30), Township forty one (41) North,
Range twelve (12) East of the Third Principal
Meridian, lying West of the right-of-way of
the Des Plaines Valley Railroad in Cook
County, Illinois, as shown on the plat
recorded September 10, 1928, as Document
#10142179, described as follows, to-wit:
Beginning at the Southeast corner of said Lot
five (5); thence Westerly along the South line
of said Lot five (5), a distance of eighty two
(82) feet; thence Northerly and at right
angles to the South line of said Lot five (5),
a distance of forty (40) feet; thence
Northeasterly along a line to its intersection
with the East line of said Lot five (5), one
hundred ninety eight (198) feet North of the
Southeast corner of said

58

     Lot five (5); thence Southerly along the
     East line of said Lot five (5), one
     hundred ninety eight (198) feet to the
     point of beginning (excepting therefrom
     that part of a one hundred (100) foot
     strip of land situated in said Lot five
     (5), the centerline of which is described
     as follows: Beginning at a point of
     intersection with the South line of the
     Northwest fractional quarter of said
     Section at a point one thousand two
     hundred eighty five and sixty-two
     hundredths (1285.62) feet Easterly of the
     Southwest corner of Lot five (5) in said
     George H. Geils' Subdivision; thence
     Northeasterly along a curve to the left
     with a radius of five thousand seven
     hundred twenty nine and sixty-five
     hundredths (5729.65) feet to the point of
     intersection with the East line of Lot
     five (5) in said George H. Geils'
     Subdivision, distant twenty two and nine
     tenths (22.9) feet Northerly from the
     Southeast corner thereof).

Real estate situated in Du Page County,
Illinois, described as follows:

         (1) A part of the Northeast quarter
     of the Northeast quarter of Section nine
     (9), Township thirty nine (39) North,
     Range nine (9) East of the Third
     Principal Meridian, described as follows,
     to-wit: Commencing at a point in the
     Northerly line of North Street (now
     Washington Street) in the City of West
     Chicago two (2) feet Northeasterly from
     the Southwesterly corner of a tract of
     land heretofore conveyed from the Chicago
     and North Western Railroad Company to
     John H. Lakey by deed dated April 27,
     1869, for a place of beginning; thence
     Northwesterly parallel with the Westerly
     line of a tract of land so conveyed to
     said John H. Lakey, seventy nine (79)
     feet, thence Southwesterly and parallel
     with said Northerly line of said North
     Street twenty two (22) feet; thence
     Southeasterly and parallel with the
     Westerly line of said tract of land
     conveyed to John H. Lakey as aforesaid,
     seventy nine (79) feet to the Northerly
     line of said North Street; thence
     Northeasterly along the Northerly line of
     said North Street twenty two (22) feet to
     the place of beginning, (excepting
     therefrom a strip of land one (1) foot in
     width off the Northwesterly end of said
     property).

Real estate situated in Will County, Illinois,
described as follows:

         (1) Lot one (1) in Block fourteen
     (1/4) in South Lockport lying East of the
     Illinois and Michigan Canal; also all of
     Lot six (6) in Block thirteen (13) in
     South Lockport lying East of the Illinois
     and Michigan Canal; also the following
     described Lots or tract of land, to-wit:
     Bounded on the West by said Illinois and
     Michigan Canal, on the North by the North
     line of Lot six (6) in Block thirteen
     (13), South Lockport, extended to the
     Chicago and Alton Railroad right-of-way,
     on the East by the Chicago and Alton
     Railroad right-of-way, and on the South
     by the South line of Lot four (4) in
     Block fourteen (14), South Lockport,
     extended to the Chicago and Alton
     Railroad right-of-way; said tract last
     herein described being on the East side
     of the Illinois and Michigan Canal in
     South Lockport, situated in the Township
     of Lockport.

59

    There is also excepted from the lien and
operation of this Indenture the following
described property, whether owned by the
Edison Company at the actual date of execution
and delivery of this Indenture or hereafter
acquired by the Edison Company or by the Gas
Company or any successor corporation:

         (a) all real estate held or acquired
     in the name or names of a nominee or
     nominees;
         (b) the last day of the demised term
     created by any lease or leasehold which
     is or may become subject to the lien
     hereof;
         (c) all shares of stock, bonds and
     other obligations and other evidences of
     indebtedness, and other securities, not
     hereafter specifically deposited and
     pledged with the Trustee or required so
     to be by any of the provisions of this
     Indenture;
         (d) all cash (except cash deposited
     with the Trustee pursuant to any of the
     provisions of this Indenture), and all
     bills, notes, accounts receivable,
     contracts (other than leases) and choses
     in action;
         (c) all materials and supplies
     (including all gas in tanks and holders,
     in underground high-pressure gas storage
     facilities and in mains and pipes, all
     gas in storage, wherever stored, and all
     liquefied petroleum and petroleum
     products), not included in utility plant
     accounts, and all merchandise, appliances
     and supplies owned or acquired for the
     purpose of resale or leasing to customers
     in the ordinary course and conduct of
     business;
         (f) all automobiles, trucks and other
     transportation equipment, and all office
     furniture and equipment; and
         (g) all natural gas wells, natural
     gas leases and natural gas gathering
     lines, and all other property used in the
     production and gathering of natural gas;

provided, however, that all of the property
hereinabove described or referred to under
this Division "Excepted Property", other than
that referred to in (b) and (c) above, shall,
to the extent permitted by law, cease to be so
excepted in the event that the Trustee or a
trustee or a receiver shall enter upon and
take possession of the mortgaged property by
reason of one or more of the completed
defaults specified in Section 13.02.

    To HAVE AND TO HOLD the mortgaged property
unto the Trustee, its successor or successors
in trust, and its assigns forever:

         SUBJECT, HOWEVER, to permitted liens,
     as defined in Section 1.36, and, with
     respect to property hereafter acquired,
     subject also to any mortgages or other
     liens which may exist thereon at the time
     of acquisition, including any purchase
     money mortgages or liens upon such prop-
     erty created at the time of acquisition.



6O


    BUT IN TRUST, NEVERTHELESS, for the equal
and proportionate security and benefit of the
present and future holders of all bonds and
interest coupons from time to time issued
hereunder, pursuant to the provisions hereof,
and for the enforcement of the payment of such
bonds and coupons when payable and of the
performance of and compliance with the
covenants and conditions of this Indenture,
without any preference, distinction or
priority as to lien or otherwise of any bond
or bonds over others by reason of the
difference in time of the actual issue, sale
or negotiation thereof or for any other reason
whatsoever, except as herein otherwise
expressly provided; but so that each and every
bond from time to time issued hereunder shall
have the same lien, and so that the principal
of and the interest and premium, if any, on
every such bond shall, subject to the terms
hereof, be equally and proportionately secured
hereby, as if such bond had been issued, sold
and negotiated simultaneously with the
execution and delivery of this Indenture;

    PROVIDED, HOWEVER, and these presents are
upon the condition, that if the principal of
and the interest and premium, if any, on the
bonds shall promptly be paid when due or, as
permitted hereby, provision shall be made for
such payment by the deposit with the Trustee
of the entire amount due or to become due on
such bonds for principal, interest and
premium, if any, and if there shall also be
paid all other sums payable hereunder, then
this Indenture and the estate and rights
hereby granted shall cease, determine and be
void, otherwise to be and remain in full force
and effect.

    IT IS HEREBY COVENANTED, DECLARED AND
AGREED that all bonds issued under and secured
hereby are to be authenticated, delivered,
issued and held, and that the mortgaged
property is to be held by the Trustee, upon
and subject to all of the terms, conditions,
covenants, agreements, uses, purposes and
trusts hereinafter in this Indenture set
forth.

ARTICLE I

DEFINITIONS

    The terms defined in this Article shall,
for all purposes of this Indenture, have the
meanings herein specified, unless the context
otherwise indicates or requires. Unless
otherwise defined herein, all terms used in
those provisions of this Indenture which are
required to be inserted in an indenture to be
qualified under the Trust Indenture Act of
1939 shall have the meaning, if any, assigned
to such terms in such Act, unless the context
otherwise indicates or requires.

61

    SECTION 1.01. accountant. The term
"accountant" shall mean an individual, co-
partnership or corporation engaged in the
accounting profession, whether or not employed
by the Company, or an individual employed by
the Company in the capacity of an accountant.

    SECTION 1.02. accountant's certificate.
The term "accountant's certificate" shall
mean a certificate signed and verified by an
accountant appointed by the Board of Directors
and acceptable to the Trustee.

    SECTION 1.03. accountant, independent. The
'term "independent accountant" shall mean an
independent accountant, who may be the regular
auditors of the Company.

    SECTION 1.04. accountant's certificate,
independent. The term " independent
accountant's certificate" shall mean a
certificate signed by an independent
accountant appointed by the Board of Directors
and approved by the Trustee in the exercise of
reasonable care.

    SECTION 1.05. annual certificate. The term
" annual certificate" shall mean a certificate
to be filed with the Trustee, in accordance
with the requirements of Section 3.01, on or
before June 30 in each year beginning with the
year 1955, and signed and verified by the
President or a Vice-President of the Company,
and also (a) as to matters with respect to the
fair value of property additions, signed and
verified by an engineer appointed by the Board
of Directors and acceptable to the Trustee,
and (b) as to the matters specified under
Section 3.01(b)(9) and. Section 3.01(c),
signed by an independent accountant appointed
by the Board of Directors and approved by the
Trustee in the exercise of reasonable care.

    SECTION 1.06. appraiser, independent. The
term "independent appraiser" shall mean an
independent individual, co-partnership or
corporation engaged in the business of
appraising property or competent to appraise
the value of the particular property in
question, but not regularly in the employ of
the Company.

    SECTION 1.07. appraiser's certificate,
independent. The term " independent
appraiser's certificate" shall mean a
certificate signed by an independent appraiser
appointed by the Board of Directors and
approved by the Trustee in the exercise of
reasonable care.

    SECTION 1.08. authenticated and delivered.
The term "authenticated and delivered", when
used with respect to bonds, shall mean as of
any particular time all bonds theretofore
authenticated and delivered hereunder by the
Trustee, except bonds upon transfer of or in
exchange for which pursuant to the provisions
of Section 4.08, 4.09 or 4.10, or in
substitution for which

62

pursuant to the provisions of Section 4.12, or
in replacement of which pursuant to the
provisions of Section 6.03, other bonds shall
have been authenticated and delivered.

    SECTION 1.09. Board of Directors. The term
"Board of Directors" shall mean either the
Board of Directors of the Company or the
Executive Committee of the Board of Directors.

    SECTION 1.10. bondable bond retirements.
The term "bondable bond retirements" shall
mean (a) the principal amount of bonds retired
by application of cash deposited, for the
purpose of such retirement, with the Trustee
otherwise than pursuant to the provisions of
any sinking fund, or by delivery of bonds to
the Trustee, for cancellation, otherwise than
for the purpose of or pursuant to the
provisions of any sinking fund, all as shown,
in the case of each such deposit of cash or
delivery of bonds, by the request or order of
the Company, filed with the Trustee, in
connection with such deposit of cash or such
delivery of bonds, as the case may be; (b)
66-2/3% of the principal amount of bonds of the
1979 Series retired by application of sinking
fund cash paid to the Trustee pursuant to the
provisions of Section 5.05, or by delivery of
bonds of such series to the Trustee, for
cancellation, and the certification thereof to
the Trustee, pursuant to such provisions,
either in lieu of the payment of a specified
amount of sinking fund cash otherwise required
to be paid to the Trustee or as a basis for
the withdrawal of sinking fund cash on deposit
with the Trustee; and (c) in the case of bonds
of each series, other than the 1979 Series,
for the retirement of which a sinking fund
shall be established, the percentage, if any,
specified in the supplemental indenture
creating such series, of the principal amount
of bonds of such series retired by application
of sinking fund cash paid to the Trustee
pursuant to the provisions of such sinking
fund, or by delivery of bonds of such series
to the Trustee, for cancellation, and the
certification thereof to the Trustee, pursuant
to such provisions, either in lieu of the
payment of a specified amount of sinking fund
cash otherwise required to be paid to the
Trustee or as a basis for the withdrawal of
sinking fund cash on deposit with the Trustee.

    SECTION 1.11. bondholder; holder of bonds.
The terms "bondholder" or "holder of bonds",
or other similar term, shall mean, in the case
of any coupon bond not registered as to
principal, the bearer thereof, and, in the
case of any registered bond without coupons or
any coupon bond registered as to principal,
the registered owner of such bond.

    SECTION 1.12. bonds. The term "bonds"
shall mean bonds to be issued under and
secured by this Indenture.

63

    SECTION 1.13. Company. The term "Company",
when read as of a time prior to the adoption
of this Indenture by the Gas Company, in the
manner provided in Section 2.01, shall mean
the Edison Company; and such term, when read
as of a time after such adoption, shall mean
the Gas Company and, subject to the provisions
of Article XVI, its successors and assigns.

    SECTION 1.14. cost; fair value. The term
"cost", when used with respect to property
additions, shall mean, except as hereinafter
in this Section 1.14 otherwise provided, the
sum of (a) any cash forming a part of the
expenditures for such property additions,
which, for all purposes of this Indenture,
shall include all amounts for the payment of
which in cash the Company has actually
incurred a liability, and (b) an amount
equivalent to the fair market value in cash,
as of the date of delivery thereof by the
Company, of any securities delivered in
payment, in whole or in part, for such
property additions or for the acquisition
thereof. The term "cost", when used with
respect to property additions acquired by
merger or consolidation, with respect to
property additions acquired by distribution
upon securities, with respect to property
additions acquired in exchange for other
property, and with respect to property
additions acquired or constructed subject to a
prior lien or prior liens which have been
discharged, shall mean an amount which, in the
opinion of an independent accountant evidenced
by an independent accountant's certificate
flied with the Trustee, is the cost of such
property additions as of the mortgage date of
acquisition thereof, such cost, in the case of
property additions acquired or constructed
subject to a prior lien or prior liens which
have been discharged, to be determined after
appropriate deduction for any depreciation
accrued since the actual date of acquisition
or construction of the property subject to
such prior lien or prior liens.

    The term "fair value", when used with
respect to property additions or property
other than securities acquired or constructed
by the Company, shall mean the fair value
thereof to the Company. The term "fair value",
when used with respect to securities of
issuers other than the Company, shall mean the
fair value thereof in cash to the Company.

    SECTION 1.15. counsel, opinion of. The
term "opinion of counsel" shall mean an
opinion in writing signed by counsel, who may
be of counsel for the Company, appointed by
the Board of Directors and acceptable to the
Trustee.

    SECTION 1.16. current provisions for
depreciation. The term "current provisions for
depreciation" for any period shall mean the
greater of:

         (a) the total of the amounts
     appropriated by the Company for de-
     preciation during such period on all
     property of the character of prop-

64
     erty additions not subject to a prior
     lien, increased or decreased, as the case
     may be, by net salvage for such period,
     such amounts not to include, however,
     provisions for depreciation charged to
     surplus, charges to income or surplus for
     the amortization, write-down or write-off
     of acquisition adjustments or
     intangibles, property losses charged to
     operations or surplus, or charges to
     income in lieu of income and excess or
     other profits taxes; or

         (b) an amount equal to one-twelfth of
     2% for each calendar month of such period
     (or such lesser percentage as may be
     adequate in the opinion of an independent
     engineer evidenced by an independent en-
     gineer's certificate filed with the
     Trustee, not earlier than June 30, 1959,
     or by any such certificate thereafter
     filed with the Trustee, not earlier than
     five years after the date of filing of
     the last previous such certificate) of
     the original cost, as of the beginning of
     such month, as shown by the books of the
     Company, of all depreciable property of
     the character of property additions not
     subject to a prior lien.

    SECTION 1.17. default. The term "default"
shall mean default by the Company in the
performance or observance of any of the
covenants, agreements or conditions on its
part contained in this Indenture or in the
bonds outstanding hereunder, exclusive of any
period of grace provided for in Section 13.02.

    SECTION 1.18. default, completed. The term
"completed default" shall mean any default
specified in Section 13.02, continued for the
period of time, if any, therein designated.

    SECTION 1.19. engineer. The term
"engineer" shall mean an individual, co-
partnership or corporation engaged in the
engineering business, whether or not employed
by the Company, or an individual employed by
the Company in the capacity of an engineer.

    SECTION 1.20. engineer's certificate. The
term "engineer's certificate" shall mean a
certificate signed and verified by an engineer
appointed by the Board of Directors and
acceptable to the Trustee.

    SECTION 1.21. engineer, independent. The
term "independent engineer" shall mean an
independent engineer who is not regularly in
the employ of the Company.

    SECTION 1.22. engineer's certificate,
independent. The term "independent engineer's
certificate" shall mean a certificate signed
by an independent engineer appointed by the
Board of Directors and approved by the Trustee
in the exercise of reasonable care.

65

    SECTION 1.23. Indenture. The term
"Indenture" shall mean this instrument and all
indentures supplemental hereto from time to
time in effect, including the indenture
provided for in Section 2.01, to be executed
and delivered by the Gas Company, by which
this Indenture is to be adopted by the Gas
Company.

    SECTION 1.24. interim certificate. The
term "interim certificate" shall mean a
certificate setting forth the matters
specified in Section 3.02, signed and verified
by the President or a Vice-President of the
Company, and also (a) as to matters with
respect to the fair value of property
additions, signed and verified by an engineer
appointed by the Board of Directors and ac-
ceptable to the Trustee, and (b) as to the
matters specified under Section 3.02(d)(7),
Section 3.02(e) and Section 3.02(o), signed
and verified by an accountant, appointed by
the Board of Directors and acceptable to the
Trustee, or signed by an independent
accountant, appointed by the Board of
Directors and approved by the Trustee in the
exercise of reasonable care, in case (1)
application is being made for the
authentication and delivery of bonds on the
basis of such interim certificate, (2) the
period specified under Section 3.02(o) is a
period with respect to which an annual report
is required to be filed by the Company under
Section 9.17, and (3) the aggregate principal
amount of bonds authenticated and delivered
since the beginning of the then current year
(other than those authenticated and delivered
on the basis of an interim certificate
previously filed and signed by an independent
accountant) is 10% or more of the principal
amount of the bonds at the time outstanding
hereunder.

    SECTION 1.25. lien hereof; lien of this
Indenture. The terms "lien hereof" and "lien
of this Indenture" shall mean the lien created
by this Indenture (including the after-
acquired property clauses hereof) and the lien
created by any subsequent conveyance to or
pledge or deposit hereunder with the Trustee
(whether made by the Company or any successor
corporation or by any one on behalf of the
Company or such successor corporation) effec-
tively constituting any property a part of the
security held by the Trustee for the benefit
of all bonds outstanding hereunder.

    SECTION 1.26. mortgage date of
acquisition. The term "mortgage date of
acquisition", (a) when used with respect to
property acquired or constructed by the
Company and not subject to a prior lien at the
time of its acquisition or construction, shall
mean the actual date of acquisition or
construction or a date selected by the Company
not more than sixty days before such actual
date; (b) when used with respect to property
acquired or constructed by the Company and
subject to a prior lien or prior liens at the
time of its acquisi-

66

tion or construction, shall mean the actual
date of discharge of the last prior lien on
such property or a date selected by the
Company not more than sixty days before such
actual date; (c) when used with respect to
property formerly held in the name or names of
a nominee or nominees, shall mean the actual
date of transfer of such property into the
name of the Company or a date selected by the
Company not more than sixty days before such
actual date; and (d) when used with respect to
property held in the name of the Company but
theretofore excepted from the lien of this
Indenture, shall mean the actual date of
conveyance, assignment or transfer of such
property to the Trustee or a date selected by
the Company not more than sixty days before
such actual date.

    SECTION 1.27. mortgaged property The term
"mortgaged property" shall mean as of any
particular time the property which at such
time is covered or is intended to be covered
by the lien of this Indenture.

    SECTION 1.28. net carryings. The term "net
earnings" shall mean the earnings of the
Company computed, in accordance with accepted
principles of accounting, by deducting from
the revenues of the Company (a) any net non-
operating income not permitted to be included
as hereinafter in this Section 1.28 provided,
and (b) the operating expenses (after
deducting any net profit or adding any net
loss, as the case may be, from merchandising
and jobbing), depreciation and taxes of the
Company, except (1) charges for the
amortization, write-down or write-off of
acquisition adjustments or intangibles, (2)
property losses charged to operations, (3)
provisions for income and excess or other
profits taxes imposed on income after the
deduction of interest charges, or charges made
in lieu of such taxes, (4) interest charges,
and (5) amortization of debt and stock
discount and expense or premium. Net non-
operating income from property and securities
not subject to the lien of this Indenture may
be included in revenues for the computation of
net earnings but only to the extent of not
more than 10% of the total of such net
earnings. No profits or losses on the
disposition of property or securities or on
the reacquisition of securities shall be in-
eluded in net earnings. In case, within or
after the particular period for which the
computation is made, the Company shall have
acquired as an entirety any property which has
been used or operated in the gas utility
business by others than the Company, then
there shall be included in the computation of
such net earnings, to the extent not otherwise
included, the net earnings or net losses,
estimated if necessary, of such acquired
property for the whole of such period. In
case, within or after the particular period
for which the computation is made, (i) any
property shall have been

67

released pursuant to the provisions of Section
10.03 of a fair value in excess of $300,000 as
shown by the engineer's certificate specified
under Section 10.03(f), or (ii) any property
shall have been released pursuant to the pro-
visions of Section 10.05 of a fair value in
excess of $300,000 as shown by the engineer's
certificate specified under Section 10.05(e),
or (iii) any property shall have been taken by
eminent domain or purchased in the manner
specified in Section 10.07, and the proceeds
of such taking or purchase shall have exceeded
$300,000, then and in any such case there
shall be excluded in the computation of such
net earnings the net earnings or net losses,
estimated if necessary, of such property for
the whole of such period.

    In case at any time hereafter there shall
be subsidiaries of the Company the accounts of
which, in the ordinary practice of the
Company, are consolidated with its accounts,
such net earnings shall be computed on a con-
solidated basis.

    SECTION 1.29. net earnings certificate.
The term "net earnings certificate" shall mean
an accountant's certificate or an independent
accountant's certificate, to be filed with the
Trustee in connection with the Company's ap-
plication for the authentication and delivery
of bonds under Section 6.05 or 6.06 or,
subject to the provisions thereof, Section
6.07, showing in substance:

         (a) that net earnings, for a period
     of any twelve consecutive calendar months
     selected by the Company within the
     fifteen calendar months immediately
     preceding the first day of the month in
     which the application for the
     authentication and delivery of the bonds
     then applied for is made, have been in
     the aggregate equal to not less than two
     and one-half times the amount of the
     annual interest, to be specified in each
     case, on (1) all bonds outstanding
     hereunder at the time of the authenti-
     cation and delivery of the bonds then
     applied for, including the bonds then
     applied for but not including any bonds
     being retired concurrently with the
     authentication and delivery of the bonds
     then applied for, and (2) all prior lien
     bonds outstanding at the time of the
     authentication and delivery of the bonds
     then applied for, but not including any
     prior lien bonds being retired
     concurrently with the authentication and
     delivery of the bonds then applied for;
     and

         (b) that such net earnings have been
     calculated in accordance with the
     definition thereof contained in Section
     1.28, specifying the revenues of the
     Company and the deductions therefrom, as
     required by such definition.

    SECTION 1.30. net salvage. The term "net
salvage" shall mean the proceeds, including
proceeds of insurance, of property of the
character of property additions not subject to
a prior lien disposed of by the Company with-
out deposit of such proceeds under this
Indenture, less the costs incurred

68

by the Company in connection with the recovery
and removal of property of the character of
property additions not subject to a prior lien
disposed of by the Company, whether or not the
proceeds thereof shall have been deposited
under this Indenture.

    SECTION 1.31. newspaper, authorized. The
term "authorized newspaper", when used in
connection with the name of a particular city,
shall mean a newspaper printed in the English
language, of general circulation and
customarily published in such city, at least
once in each of five days (except in case of
legal holidays) in each calendar week.

    SECTION 1.32. office of the Trustee. The
term "office of the Trustee" shall mean the
office of the Trustee in the City of Chicago,
State of Illinois.

    SECTION 1.33. offiers' certificate. The
term "officers' certificate" shall mean a
certificate signed and verified by the
President or a Vice-President and by the
Treasurer or an Assistant Treasurer of the
Company.

    SECTION 1.34. order of the Company;
request of the Company. The terms "order of
the Company" and "request of the Company"
shall mean a written order or request, as the
case may be, signed in the name of the Company
by its President or one of its Vice-
Presidents.

    SECTION 1.35. outstanding. The term
"outstanding", when used with respect to
bonds, shall mean as of any particular time
all bonds authenticated and delivered, except
bonds theretofore retired, provided, however,
that in any determination of the holders of
bonds entitled to vote or to take any action
under any of the provisions of this Indenture,
the term "outstanding," when used with respect
to bonds, shall not include bonds owned by the
Company or any other obligor upon the bonds,
or by any person directly or indirectly
controlling or controlled by or under direct
or indirect common control with the Company or
any such obligor, except that for the purposes
of determining whether the Trustee shall be
protected in relying on any direction or
consent of bondholders, only bonds which the
Trustee knows are so owned shall be so
excluded.

    The term "outstanding", when used with
respect to prior lien bonds, shall mean as of
any particular time all prior lien bonds,
theretofore issued under or secured by the
prior lien securing such bonds, except (a)
prior lien bonds theretofore retired, (b)
prior lien bonds deposited with or held in
pledge by the trustee under such prior lien
and not subject to withdrawal prior to the
release and discharge of such prior lien, and
(c) prior lien bonds upon transfer of or in
exchange for which, or in lieu of or in
substitution for which,

69

other prior lien bonds have been issued under
any of the provisions of such prior lien.

SECTION 1.36. permitted liens. The term
"permitted liens" shall mean:

         (a) liens for taxes, assessments or
     governmental charges for the then current
     year or any prior year, in each ease not
     delinquent, and taxes, assessments or
     governmental charges at the time due but
     the validity of which is being contested
     by the Company in good faith, unless
     thereby in the opinion of counsel any of
     the mortgaged property may be lost or
     forfeited;

         (b) liens of judgments, including
     workmen's compensation awards, the
     execution of which has been stayed, or
     with respect to which the time for appeal
     shall not have expired, or which shall be
     in course of appeal and, if necessary,
     secured by sufficient bond;

         (c) liens, neither assumed by the
     Company nor on which the Company
     customarily pays interest charges, which
     may exist upon real estate, or rights in
     or relating to real estate, (i) acquired
     or used by the Company for pumping,
     mixing, regulation, control, metering,
     distribution or right-of-way purposes, or
     (ii) acquired or used by the Company for
     office, storeroom or service buildings;

         (d) rights which at any time are
     reserved to or vested in any municipality
     or public authority by the terms of any
     right, power, franchise, grant, license
     or permit, or by any provision of law, to
     terminate such right, power, franchise,
     grant, license or permit or to purchase
     or to recapture or to designate a
     purchaser of any property of the Company;
     rights which at any time are reserved to
     or vested in any municipality or public
     authority to use or control or regulate
     any property of the Company; and
     obligations or duties affecting any
     property of the Company to any
     municipality or public authority with
     respect to any franchise, grant, license
     or permit;

         (e) leases (under which the Company
     is the lessor) upon any part of the
     mortgaged property; and easements,
     reservations, exceptions, conditions,
     limitations and restrictions, affecting
     any of the mortgaged property, with
     respect to building lines and buildings,
     party walls, agreements for the common or
     joint use of property, and other like
     matters, and with respect to roads,
     highways, streets, railroads, switch
     tracks, electric transmission and
     distribution lines, telephone lines,
     telegraph lines, radio, radar and
     television towers, pipe lines and mains,
     drainage tiles and ditches, sewers,
     tunnels, conduits and cables, and other
     like uses, which do not in any case
     materially interfere with the use of such
     property in the proper conduct of the gas
     utility business of the Company;

     (f) undetermined liens and charges
     incidental to construction;

     (g) zoning laws and ordinances; and

7O

         (h) possible adverse rights or
     interests and inconsequential defects or
     irregularities in title which, in the
     opinion of counsel, may be properly
     disregarded.

    SECTION 1.37. prior lien. The term "prior
lien" shall mean a mortgage or other lien (not
including permitted liens) prior to the lien
of this Indenture, existing at any particular
time upon any property owned by the Company.

    SECTION 1.38. prior lien bonds. The term
"prior lien bonds" shall mean bonds,
obligations, including purchase money
obligations, or other evidences of
indebtedness issued under or secured by a
prior lien.

    SECTION 1.39. property additions. The term
"property additions" shall mean all property,
real or personal (except property of the
character specifically excluded under the
provisions of Section 1.40), including
improvements, extensions and additions, the
mortgage date of acquisition of which is after
January 31, 1954, acquired by the Company by
purchase, consolidation, merger or otherwise,
or constructed by the Company, or in the proc-
ess of construction in so far as actually
constructed, and used or useful in the
business of purchasing, producing,
manufacturing, storing, distributing and
supplying gas (natural, artificial or mixed)
for fuel, heating or other purposes (such
business being herein called the "gas utility
business"), and located in the State of
Illinois or, if interconnected or capable of
economic interconnection with the property of
the Company, in contiguous states.

    The term "amount", when used with respect
to property additions, shall mean the cost or
fair value as of the mortgage date of
acquisition thereof, whichever is less, of
such property additions.

    SECTION 1.40. property additions,
exclusions therefrom. The term "property
additions" shall not include:

         (a) any property at the time excepted
     from this Indenture and from the lien and
     operation hereof;

         (b) any leases; or

         (c) any going concern value, good
     will, or franchises or governmental
     permits granted to or acquired by the
     Company separate and distinct from the
     property operated thereunder.

    SECTION 1.41. property additions, net. The
term "net property additions" shall mean the
amount of $9,000,000, plus the cost or fair
value as of the mortgage date of acquisition
thereof, whichever is less, of property addi-

71

tions, less all current provisions for
depreciation made by the Company after January
31, 1954, after deducting from such current
provisions for depreciation the aggregate
amount of the renewal fund requirement, if
any, for the year 1954 and subsequent years.

     SECTION 1.42. property, gas utility. The
term "gas utility property" shall
mean property used or useful in the gas
utility business.

    SECTION 1.43. property of the character of
property additions. The term "property of the
character of property additions" shall mean
all property acquired or constructed by the
Company, whether or not at any time subject to
a prior lien, used or useful in the gas
utility business, and located within the
territory, specified in the definition of
property additions, but not including property
of the character specified under Section 1.40.

    SECTION 1.44. renewal fund payment. The
term "renewal fund payment" shall mean the
amount of any cash which under Section 8.01,
after reduction of the renewal fund
requirement as permitted under Section 8.02,
the Company pays to the Trustee, for the year
1954 and each year thereafter, as and for a
renewal fund.

    SECTION 1.45. renewal fund requirement.
The term "renewal fund requirement" shall mean
the amount of any cash which under Section
8.01, subject to reduction as permitted under
Section 8.02, the Company covenants to pay to
the Trustee, for the year 1954 and each year
thereafter, as and for a renewal fund.

    SECTION 1.46. resolution. The term
"resolution" shall mean a resolution certified
under the corporate seal of the Company by the
Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board
of Directors and not to have been amended or
rescinded.

    SECTION 1.47. retired. The term "retired",
when used with respect to bonds, shall mean
bonds authenticated and delivered and which
shall have been paid, redeemed or cancelled,
or delivered for cancellation to the Trustee,
or for the payment or redemption of which cash
in the necessary amount shall have been
deposited with or shall then be held by the
Trustee, with irrevocable direction so to
apply such cash and with irrevocable
authorization, in the case of bonds to be
redeemed, to give and complete notice of
redemption, by publication or mail or by both
publication and

72

mail as may be required, in the event such
notice shall not theretofore have been given.

    The term "retired", when used with respect
to prior lien bonds, shall mean prior lien
bonds paid, redeemed or cancelled, or
delivered for cancellation to the trustee
under such prior lien, or for the payment or
redemption of which cash in the necessary
amount shall have been deposited with or shall
then be held by the trustee under such prior
lien or the Trustee hereunder, with
irrevocable direction so to apply such cash
and with irrevocable authorization, in the
case of prior lien bonds to be redeemed, to
give and complete notice of redemption in the
manner required, in the event such notice
shall not theretofore have been given.

    SECTION 1.48. sinking fund. The term
"sinking fund" shall mean a sinking fund,
purchase fund or similar fund established for
the retirement of bonds of any series, but
such term shall not be deemed to include the
renewal fund provided for in Article VIII.

    SECTION 1.49. Trustee. The term "Trustee"
shall mean Continental Illinois National Bank
and Trust Company of Chicago and, subject to
the provisions of Article XVII, its successors
in the trust hereby created.

    SECTION 1.50. trustee. The term "trustee",
when used with respect to a prior lien, shall
mean the trustee under or other holder of such
prior lien.

    SECTION 1.51. utilized under this
Indenture. The term "utilized under this
Indenture," when used with respect to net
property additions or bondable bond
retirements, shall mean made the basis under
any of the provisions of this Indenture for
the authentication and delivery of bonds, the
withdrawal of cash or the reduction of cash
required to be deposited with the Trustee
under any of the provisions of this Indenture.

    SECTION 1.52. year. The term "year" shall
mean a calendar year except when used with
respect to 1954, in which case it shall mean
the last eleven months thereof.

    The acceptance by the Trustee of any
certificate or opinion defined in this Article
shall, for the purposes hereof, be sufficient
evidence of the fact that the signer or
signers of such certificate or opinion are
acceptable to or are approved by the Trustee,
as the case may be.

73

    Certain terms, in addition to those
defined in this Article, are defined in the
recitals, in the Granting Clauses, and in
certain other Articles hereof.

ARTICLE II

ADOPTION OF INDENTURE AND ASSUMPTION OF BONDS
OF 1979 SERIES BY GAS COMPANY

    SECTION 2.01. By agreement dated
January 22, 1954, between the Edison Company and the
Gas Company, the Edison Company has agreed,
after its execution of the bonds of the 1979
Series, the authentication thereof by the
Trustee, and the sale and delivery thereof by
the Edison Company to the respective
purchasers thereof, to transfer and convey to
the Gas Company all of the mortgaged property,
together with certain other properties of the
Edison Company, subject, as to the mortgaged
property, to the lien of this Indenture but
free, as to all such properties, from the lien
of the Edison Company's Mortgage dated July 1,
1923, and indentures supplemental thereto,
under which Continental Illinois National Bank
and Trust Company of Chicago and Edmond B.
Stofft are Trustees; and the Gas Company has
agreed, as part consideration for such
transfer and conveyance, to adopt this
Indenture as its own and to assume the bonds
of the 1979 Series so executed, sold and
delivered by the Edison Company.

    Such adoption of this Indenture shall be
effected by the execution and delivery by the
Gas Company to the Trustee of an indenture, in
form approved by the Trustee, under which the
Gas Company will agree to observe, perform and
discharge all covenants, agreements and
undertakings whatsoever in respect of which
the Edison Company shall have become obligated
by virtue of its execution and delivery of
this Indenture, and will confirm the lien of
this Indenture upon the mortgaged property,
including, as and to the extent contemplated
by the Granting Clauses hereof, the lien
hereof upon property acquired by the Gas
Company or (subject to the provisions of
Section 16.03) any successor corporation after
the execution and delivery by the Gas Company
of such indenture of adoption.

    Such assumption of the bonds of the 1979
Series issued by the Edison Company shall be
effected by the execution by the Gas Company
of the

74

assumption endorsement (the form of which is
set forth in the recitals hereof) appearing
upon each of such bonds. Upon such adoption of
this Indenture by the Gas Company and such
assumption by it of the bonds of the 1979
Series, and upon the execution by the Trustee,
as provided in Section 2.02, of the indenture
of adoption executed by the Gas Company, the
designation of such bonds shall, without
further act, be changed from "Commonwealth
Edison Company Gas Divisional Lien Bonds,
3-1/2% Series due January 1, 1979", to
"Northern Illinois Gas Company First Mortgage
Bonds, 3-1/2% Series due January 1, 1979",
bonds bearing such new designation to be
executed, authenticated and delivered in
replacement of bonds of such series bearing
such superseded designation, as provided in
Section 6.03.

    SECTION 2.02. The Trustee is authorized to
join with the Gas Company in the execution of
the indenture of adoption provided for in
Section 2.01 for the purpose of evidencing the
Trustee's acceptance of the provisions
thereof, and, as provided in Section 6.03, to
authenticate and deliver bonds of the 1979
Series bearing the aforesaid new designation
in replacement of bonds of such series bearing
the aforesaid superseded designation, but only
upon the prior or concurrent receipt by the
Trustee of the following:

         (a) an officers' certificate stating
     that all conditions precedent provided
     for in this Indenture relating to the
     adoption of this Indenture by the Gas
     Company and the assumption by it of the
     bonds of the 1979 Series have been
     complied with; and

         (b) an opinion of counsel stating, in
     the signer's opinion, (1) that the
     transfer and conveyance by the Edison
     Company to the Gas Company of the
     mortgaged property, together with certain
     other properties of the Edison Company,
     have been duly authorized by the
     necessary corporate action and by order
     or orders duly entered by Illinois
     Commerce Commission, the only
     governmental authority the consent of
     which is required for such transfer and
     conveyance; (2) that by proper instrument
     or instruments duly executed and
     delivered by the Edison Company to the
     Gas Company, and duly recorded, the Gas
     Company has become vested with all right,
     title and interest of the Edison Company
     in and to the mortgaged property and such
     other properties, and that the Gas
     Company has good title to the mortgaged
     property, subject only to the lien of
     this Indenture and to permitted liens;
     (3) that the Gas Company has all
     necessary corporate and governmental
     authority to own and operate the
     mortgaged property; (4) that as to such
     part

75

     of the mortgaged property as has been
     constructed on, over or in land owned by
     others than the Gas Company, the Gas
     Company holds subsisting easements,
     rights-of-way, leases, franchises,
     licenses, permits or other rights on,
     over or in such land, which are valid in
     accordance with their respective terms,
     and that the terms thereof are such as to
     permit the construction and operation of
     such part of the mortgaged property on,
     over or in such land; (5) that the
     adoption of this Indenture by the Gas
     Company and the assumption by it of the
     bonds of the 1979 Series have been duly
     authorized by the necessary corporate
     action and by order or orders duly
     entered by Illinois Commerce Commission,
     the only governmental authority the
     consent of which is required for such
     adoption and assumption; (6) that the
     indenture of adoption provided for in
     Section 2.01 has been duly executed by
     the Gas Company and that, when such
     indenture is duly executed and delivered
     by the Trustee, this Indenture will have
     been duly and validly adopted by the Gas
     Company; that the bonds of the 1979
     Series have been duly and validly assumed
     by the Gas Company in the manner provided
     in Section 2.01; and that when such
     indenture of adoption has been duly
     executed and delivered by the Trustee the
     legal consequences of such adoption and
     assumption, with respect to the sub-
     stitution of the Gas Company for the
     Edison Company as mortgagor and obligor,
     will be as stated in Section 2.03; and
     (7) that all conditions precedent
     provided for in this Indenture relating
     to such adoption and assumption have been
     complied with; and

         (c) the order or orders of Illinois
     Commerce Commission, officially
     authenticated, referred to in such
     opinion of counsel.

    SECTION 2.03. Upon the adoption of this
Indenture by the Gas Company and the
assumption by it of the bonds of the 1979
Series, in the manner provided in Section
2.01, and upon the execution by the Trustee,
as provided in Section 2.02, of the indenture
of adoption executed by the Gas Company, the
Edison Company shall be released and
completely discharged from all liability and
obligation under, upon or in respect of this
Indenture and the covenants, agreements and
undertakings of every character therein on
behalf of the Edison Company contained, and
from all liability and obligation under, upon
or in respect of the bonds of the 1979 Series,
whether for the payment of principal,
interest, premium or otherwise; and the Gas
Company thereupon shall become and be, in
substitution for the Edison Company, the sole
mortgagor and obligor under, upon or in
respect of this Indenture and such bonds.

76

ARTICLE III

ANNUAL AND INTERIM CERTIFICATES

    SECTION 3.01. The Company covenants that
so long as any bonds shall be outstanding
under this Indenture, it will, on or before
June 30 in each year beginning with the year
1955, file with the Trustee a certificate
(defined in Section 1.05 as an "annual
certificate") covering the preceding year,
stating in substance:

         (a) the balance, if any, of net
     property additions not previously
     utilized under this Indenture at the end
     of the year covered by and as stated in
     the most recent annual certificate, if
     any, filed with the Trustee, or, if no
     such certificate has theretofore been
     filed with the Trustee, stating the sum
     of $9,000,000;

     (b) with respect to property additions
     during the preceding year:

              (1) the aggregate amount of the
          cost or fair value at the mortgage
          date of acquisition thereof,
          whichever is less, of such property
          additions, such property additions
          to be described in reasonable detail
          and the total cost thereof and the
          total fair value thereof to be
          separately stated;

              (2) whether the fair value of
          any of such property additions is
          less than the cost thereof, and, if
          so, such property additions shall be
          separately described and the cost
          and fair value thereof shall be
          separately stated;

              (3) whether any of such property
          additions consists of property
          acquired, which, within six months
          prior to the actual date of
          acquisition thereof, has been used
          or operated in the gas utility
          business by others than the Company,
          and, if so, such property additions
          shall be separately described and
          the cost, fair value and mortgage
          date of acquisition thereof shall be
          separately stated;

              (4) whether any of such property
          additions has been acquired or
          constructed and paid for, in whole
          or in part, through the delivery of
          securities, and, if so, such
          property additions shall be
          separately described and the cost
          thereof shall be separately stated,
          the securities so delivered shall be
          briefly described and the date of
          delivery thereof shall be stated,
          and, if such property additions
          shall have been acquired or
          constructed and paid for only in
          part through the delivery of
          securities, the cost of such
          property additions represented by a
          consideration other than securities
          shall be separately stated;

              (5) whether any of such property
          additions has been acquired by
          merger or consolidation, by
          distribution upon securities, or in

77

exchange for other property, and whether any
of such property additions has been acquired
or constructed subject to a prior lien or
prior liens which have been discharged, and,
if so, such property additions shall be
separately described and the cost and mortgage
date of acquisition thereof shall be
separately stated;

    (6) whether any property additions are
omitted from the annual certificate then being
filed with the Trustee, and, if so, such prop-
erty additions shall be separately described,
such omitted property additions to include any
property additions as to which the opinion of
counsel specified under (b)(11)(iv) of this
Section 3.01 cannot be obtained by the time of
the filing of such annual certificate, which
omitted property additions may, however, be
included in a subsequent annual certificate;

    (7) whether there are included in such
property additions any property additions
omitted from a previous annual certificate as
permitted under (b)(6) of this Section 3.01,
and, if so, such property additions shall be
separately described;

    (8) that such property additions are
property additions as defined in Section 1.39,
and that none of such property additions has
been included in any previous annual
certificate filed with the Trustee;

    (9) that under the uniform systems of
accounts, regulations, rules and orders, if
any, in force at the time, of Illinois
Commerce Commission or other governmental
agency having jurisdiction over the accounts
of the Company, or, if there are no such
uniform systems of accounts, regulations,
rules and orders, then, in the signers'
opinion, (i) all of such property additions
are properly chargeable to utility plant
accounts; (ii) the charges, if any, for
engineering and supervision, administrative
and legal expenses, injuries and damages,
employees' pensions and welfare expenses,
taxes, interest and other items during
construction, included in any of such property
additions which were constructed by or for the
Company, are such as are proper in respect of
the particular property additions; and (iii)
none of such property additions includes
expenditures which should be charged to
operating expenses as maintenance;

    (10) that none of such property additions
is subject to any prior lien; and that as to
such part, if any, of such property additions
as shall be constructed on, over or in land
owned by others than the Company, the Company
has easements, rights-of-way, leases,
franchises, licenses, permits or other rights
on, over or in such land sufficient by their
terms for the purposes for which such property
additions shall have been acquired or
constructed; and

78

    (11) the independent engineer's
certificate, if any, independent appraiser's
certificate, if any, independent accountant's
certificate, if any, opinion of counsel and
instruments of conveyance, assignment or
transfer, if any, which are being filed with
the Trustee with such annual certificate, and
which shall be as follows:

         (i) in case any such property
     additions are shown by such annual
     certificate to consist of property
     acquired, which, within six months prior
     to the actual date of acquisition
     thereof, has been used or operated in the
     gas utility business by others than the
     Company, an independent engineer's
     certificate stating as to such property
     additions which shall have been so used
     or operated, in the signer's opinion, the
     aggregate fair value of such property
     additions as of the mortgage date of
     acquisition thereof, and in case such
     fair value so stated shall be less than
     the cost and less than the fair value set
     forth in such annual certificate, then
     the fair value stated in such independent
     engineer's certificate shall be
     controlling;

         (ii) in case any such property
     additions are shown by such annual
     certificate to have been acquired or
     constructed and paid for, in whole or in
     part, through the delivery of securities,
     an independent appraiser's certificate
     stating, in the signer's opinion, the
     fair market value in cash of such
     securities at the date of such delivery
     thereof;

         (iii) in case any such property
     additions are shown by such annual
     certificate to have been acquired by
     merger or consolidation, by distribution
     upon securities, or in exchange for other
     property or to have been acquired or
     constructed subject to a prior lien or
     prior liens which have been discharged,
     an independent accountant's certificate
     stating, in the signer's opinion, the
     cost of such property additions as of the
     mortgage date of acquisition thereof;

         (iv) an opinion of counsel with
     respect to such property additions,
     except such as have been disposed of,
     specifying the instruments of conveyance,
     assignment or transfer, if any, necessary
     to vest in the Trustee, to hold as a part
     of the mortgaged property, all right,
     title and interest of the Company in and
     to such property additions or stating
     that no such instruments are necessary
     for such purpose, and also stating, in
     the signer's opinion, (aa) that the
     Company has acquired good title to such
     property additions, subject only to per-
     mitted liens, and that this Indenture is
     or, upon the delivery

79

     of the instruments of conveyance,
     assignment or transfer specified in such
     opinion, will be a lien upon such
     property additions, subject to no lien,
     charge or encumbrance thereon except
     permitted liens; (bb) that the Company
     has all necessary corporate and
     governmental authority to own and operate
     such property additions; and (cc) that,
     in case any part of such property
     additions shall be stated in such annual
     certificate to have been constructed on,
     over or in land owned by others than the
     Company, the easements, rights-of-way,
     leases, franchises, licenses, permits or
     other rights, referred to in such annual
     certificate, on, over or in such land,
     are subsisting and are valid in
     accordance with their respective terms,
     and that the terms thereof are such as to
     permit the construction and operation of
     the property additions so constructed on,
     over or in such land; and

         (v) the instruments of conveyance,
     assignment or transfer, if any, specified
     in such opinion of counsel;

    (c) with respect to current provisions for
depreciation for the preceding year:

         (1) the aggregate amount of such
     current provisions for depreciation;

         (2) whether such amount has been
     computed under Section 1.16(a) or under
     Section 1.16(b);

         (3) in case such amount has been
     computed under Section 1.16(a), the
     amount by which such amount has been
     increased or decreased by net salvage;

         (4) in case such amount has been
     computed under Section 1.16(a), that such
     amount is greater than it would be if
     computed under Section 1.16(b); and

         (5) in case such amount has been
     computed under Section 1.16(b), that such
     amount is greater than it would be if
     computed under Section 1.16(a);

    (d) the amount of the renewal fund
requirement, if any, for the preceding year,
which shall be the excess, if any, of the
aggregate amount stated under (c)(1) of this
Section 3.01 over the aggregate amount stated
under (b)(1) of this Section 3.01;

    (e) the aggregate amount of net property
additions, if any, utilized under this
Indenture during the preceding year, which
shall be iden-

8O

tified by reference to each interim
certificate filed with the Trustee during such
year on the basis of which certificate net
property additions were utilized under this
Indenture;

    (f) the amount, if any, which it is
necessary to add to net property additions to
avoid a resultant negative balance of net
property additions not utilized under this
Indenture at the end of the preceding year,
which shall be the excess, if any, of the sum
of (i) the aggregate amount stated under
(c)(1) of this Section 3.01, and (ii) the
aggregate amount stated under (e) of this
Section 3.01, over the sum of (iii) the amount
stated under (a) of this Section 3.01, (iv)
the aggregate amount stated under (b)(1) of
this Section 3.01, and (v) the amount stated
under (d) of this Section 3.01;

    (g) the balance, if any, of net property
additions not utilized under this Indenture at
the end of the preceding year, which shall be
the excess, if any, of the sum of (i) the
amount stated under (a) of this Section 3.01,
(ii) the aggregate amount stated under (b)(1)
of this Section 3.01, (iii) the amount stated
under (d) of this Section 3.01, and (iv) the
amount stated under (f) of this Section 3.01,
over the sum of (v) the aggregate amount
stated under (c)(1) of this Section 3.01, and
(vi) the aggregate amount stated under (e) of
this Section 3.01;

    (h) the balance, if any, of bondable bond
retirements not utilized under this Indenture
at the end of the year covered by and as
stated in the most recent annual certificate,
if any, filed with the Trustee;

    (i) with respect to bondable bond
retirements, if any, during the preceding
year:

         (1) the aggregate amount of such
     bondable bond retirements, the date,
     amount and character of each such
     retirement to be specified; and

         (2) that none of such bondable bond
     retirements has been included in any
     previous annual certificate;

    (j) the aggregate amount of bondable bond
retirements, if any, utilized under this
Indenture during the preceding year, which
shall be identified by reference to each
interim certificate filed with the Trustee
during such year on the basis of which
certificate bondable bond retirements were
utilized under this Indenture;

    (k) the balance, if any, of bondable bond
retirements not utilized under this Indenture
at the end of the preceding year, which shall
be the excess of the sum of (i) the amount
stated under (h) of this Section

81

     3.01, and (ii) the amount stated under
     (i)(1) of this Section 3.01, over (iii)
     the amount stated under (j) of this
     Section 3.01; and

         (1) with respect to the amount of
     cash, if any, to be deposited with the
     Trustee at the time of the filing of such
     annual certificate:

              (1) the amount of the renewal
          fund requirement, if any, for the
          preceding year, which shall be the
          amount stated under (d) of this
          Section 3.01;

              (2) the amount, if any, by which
          such renewal fund requirement is
          being reduced under Section 8.02 on
          the basis of an interim certificate
          filed with the Trustee at the time
          of the filing of such annual
          certificate;

              (3) the amount, if any, of the
          renewal fund payment for the
          preceding year, which shall be the
          excess, if any, of the amount stated
          under (l)(1) of this Section 3.01,
          over the amount stated under (1)(2)
          of this Section 3.01;

              (4) the amount of the negative
          balance requirement, if any, for
          such preceding year, which shall be
          the amount stated under (f) of this
          Section 3.01;

              (5) the amount, if any, by which
          such negative balance requirement is
          being reduced under Section 9.13 on
          the basis of an interim certificate
          filed with the Trustee at the time
          of the filing of such annual
          certificate; and

              (6) the amount, if any, of the
          negative balance payment for the
          preceding year, which shall be the
          excess, if any, of the amount stated
          under (1)(4) of this Section 3.01
          over the amount stated under (1)(5)
          of this Section 3.01.

    With and as a part of each annual
certificate filed with the Trustee, there
shall be filed the opinion of counsel
specified under Section 9.06(b), the
independent engineer's certificate, if any,
specified under Section 9.08, the officers'
certificate specified under Section 9.09, and
the officers' certificate specified under
Section 9.10(c).

    SECTION 3.02. Each interim certificate
filed with the Trustee under any of the
provisions of this Indenture shall state in
substance:

         (a) the balance, if any, of net
     property additions not previously
     utilized under this Indenture at the end
     of the year covered by and as stated in
     the most recent annual certificate, if
     any, filed with the Trustee, or, if no
     such certificate has theretofore been
     filed with the Trustee, stating the sum
     of $9,000,000;

82

    (b) the aggregate amount of property
additions, if any, previously included in an
interim certificate but not in an annual
certificate, which shall be identified by
reference to each such interim certificate;

    (c) the aggregate amount of current
provisions for depreciation, if any,
previously deducted in an interim certificate
but not in an annual certificate, which shall
be identified by reference to each such
interim certificate;

    (d) with respect to property additions, if
any, not previously in-eluded in an annual
certificate or in an interim certificate, but
which the Company elects to include in the
interim certificate then being filed with the
Trustee:

         (1) the aggregate amount of the cost
     or fair value at the mortgage date of
     acquisition thereof, whichever is less,
     of such property additions, such property
     additions to be described in reasonable
     detail and the total cost thereof and the
     total fair value thereof to be separately
     stated;

         (2) whether the fair value of any of
     such property additions is less than the
     cost thereof, and, if so, such property
     additions shall be separately described
     and the cost and fair value thereof shall
     be separately stated;

         (3) whether any of such property
     additions consists of property acquired,
     which, within six months prior to the
     actual date of acquisition thereof, has
     been used or operated in the gas utility
     business by others than the Company, and,
     if so, such property additions shall be
     separately described and the cost, fair
     value and mortgage date of acquisition
     thereof shall be separately stated;

         (4) whether any of such property
     additions has been acquired or
     constructed and paid for, in whole or in
     part, through the delivery of securities,
     and, if so, such property additions shall
     be separately described and the cost
     thereof shall be separately stated, the
     securities so delivered shall be briefly
     described and the date of delivery
     thereof shall be stated, and, if such
     property additions shall have been
     acquired or constructed and paid for only
     in part through the delivery of
     securities, the cost of such property ad-
     ditions represented by a consideration
     other than securities shall be separately
     stated;

         (5) whether any of such property
     additions has been acquired by merger or
     consolidation, by distribution upon
     securities, or in exchange for other
     property, and whether any of such
     property additions has been acquired or
     constructed subject to a prior lien or
     prior liens which have been discharged,
     and, if so, such property

83

additions shall be separately described and
the cost and mortgage date of acquisition
thereof shall be separately stated;

    (6) that such property additions are
property additions as defined in Section 1.39,
and that none of such property additions has
been included in any previous annual or
interim certificate filed with the Trustee;

    (7) that under the uniform systems of
accounts, regulations, rules and orders, if
any, in force at the time, of Illinois
Commerce Commission or other governmental
agency having jurisdiction over the accounts
of the Company, or, if there are no such
uniform systems of accounts, regulations,
rules and orders, then, in the signers'
opinion, (i) all of such property additions
are properly chargeable to utility plant
accounts; (ii) the charges, if any, for
engineering and supervision, administrative
and legal expenses, injuries and damages,
employees' pensions and welfare expenses,
taxes, interest and other items during
construction, included in any of such property
additions which were constructed by or for the
Company, are such as are proper in respect of
the particular property additions; and (iii)
none of such property additions includes
expenditures which should be charged to
operating expenses as maintenance;

    (8) that none of such property additions
is subject to any prior lien; and that as to
such part, if any, of such property additions
as shall be constructed on, over or in land
owned by others than the Company, the Company
has easements, rights-of-way, leases,
franchises, licenses, permits or other rights
on, over or in such land sufficient by their
terms for the purposes for which such property
additions shall have been acquired or
constructed; and

    (9) the independent engineer's
certificate, if any, independent appraiser's
certificate, if any, independent accountant's
certificate, if any, opinion of counsel and
instruments of conveyance, assignment or
transfer, if any, which are being filed with
the Trustee with such interim certificate, and
which shall be as follows:

         (i) in case any such property
     additions are shown by such interim
     certificate to consist of property
     acquired, which, within six months prior
     to the actual date of acquisition
     thereof, has been used or operated in the
     gas utility business by others than the
     Company, an independent engineer's
     certificate stating as to such property
     additions which shall have been so used
     or operated, in the signer's opinion, the
     aggregate fair value of such property
     additions as of the mortgage date of
     acquisition thereof, and in case such
     fair value so stated shall be less than
     the cost and less than the

84

fair value set forth in such interim
certificate, then the fair value stated in
such independent engineer's certificate shall
be controlling;

    (ii) in case any such property additions
are shown by such interim certificate to have
been acquired or constructed and paid for, in
whole or in part, through the delivery of
securities, an independent appraiser's
certificate stating, in the signer's opinion,
the fair market value in cash of such
securities at the date of such delivery
thereof;

    (iii) in case any such property additions
are shown by such interim certificate to have
been acquired by merger or consolidation, by
distribution upon securities, or in exchange
for other property or to have been acquired or
constructed subject to a prior lien or prior
liens which have been discharged, an
independent accountant's certificate stating,
in the signer's opinion, the cost of such
property additions as of the mortgage date of
acquisition thereof;

    (iv) an opinion of counsel with respect to
such property additions, except such as have
been disposed of, specifying the instruments
of conveyance, assignment or transfer, if any,
necessary to vest in the Trustee, to hold as a
part of the mortgaged property, all right,
title and interest of the Company in and to
such property additions or stating that no
such instruments are necessary for such
purpose, and also stating, in the signer's
opinion, (aa) that the Company has acquired
good title to such property additions, subject
only to permitted liens, and that this
Indenture is or, upon the delivery of the
instruments of conveyance, assignment or
transfer specified in such opinion, will be a
lien upon such property additions, subject to
no lien, charge or encumbrance thereon except
permitted liens; (bb) that the Company has all
necessary corporate and governmental authority
to own and operate such property additions;
and (cc) that, in case any part of such
property additions shall be stated in such
interim certificate to have been constructed
on, over or in land owned by others than the
Company, the easements, rights-of-way, leases,
franchises, licenses, permits or other rights,
referred to in such interim certificate, on,
over or in such land, are subsisting and are
valid in accordance with their respective
terms, and that the terms thereof are such as
to permit the construction and operation of
the property additions so constructed on, over
or in such land; and

    (v) the instruments of conveyance,
assignment or transfer, if any, specified in
such opinion of counsel;

85

    (e) with respect to current provisions for
depreciation, not previously deducted in an
annual certificate or in an interim
certificate, for the period from the end of
the year covered by the most recent annual
certificate, if any, filed with the Trustee,
or, if no such annual certificate has been
filed with the Trustee, from February 1, 1954,
to a date not earlier than the latest mortgage
date of acquisition of any of the property
additions, if any, included under (d) of this
Section 3.02:

         (1) the aggregate amount of such
     current provisions for depreciation and
     the period in which made;

         (2) whether such amount has been
     computed under Section 1.16(a) or under
     Section 1.16(b);

         (3) in case such amount has been
     computed under Section 1.16(a), the
     amount by which such amount has been
     increased or decreased by net salvage;

         (4) in case such amount has been
     computed under Section 1.16(a), that such
     amount is greater than it would be if
     computed under Section 1.16(b); and

         (5) in case such amount has been
     computed under Section 1.16(b), that such
     amount is greater than it would be if
     computed under Section 1.16(a);

    (f) the aggregate amount of net property
additions, if any, previously utilized under
this Indenture on the basis of interim
certificates but not included as net property
additions utilized under this Indenture in an
annual certificate, which shall be identified
by reference to each such interim certificate;

    (g) the aggregate amount of net property
additions which may be utilized under this
Indenture, which shall be the excess of the
sum of (i) the amount stated under (a) of this
Section 3.02, (ii) the aggregate amount stated
under (b) of this Section 3.02, and (iii) the
aggregate amount stated under (d) (1) of this
Section 3.02, over the sum of (iv) the
aggregate amount stated under (c) of this
Section 3.02, (v) the aggregate amount stated
under (e)(1) of this Section 3.02, and (vi)
the aggregate amount stated under (f) of this
Section 3.02;

    (h) with respect to net property additions
which are being utilized under this Indenture
on the basis of the interim certificate then
being filed with the Trustee:

         (1) an amount equal to one hundred
     fifty per centum (150%) of the principal
     amount of any bonds for the
     authentication and delivery of which
     application is being made under Section
     6.05 on the basis of such net property
     additions, which bonds shall be

86

     identified by reference to the resolution
     requesting such authentication and
     delivery;

         (2) an amount equal to one hundred
     fifty per centum (150%) of the amount of
     any cash which is being withdrawn under
     Section 11.02 on the basis of such net
     property additions, which cash shall be
     identified by reference to the request of
     the Company for such withdrawal;

         (3) the amount of any cash which is
     being withdrawn under Section 11.03 on
     the basis of such net property additions,
     which cash shall be identified by
     reference to the request of the Company
     for such withdrawal;

         (4) the amount, if any, by which cash
     required to be deposited with the Trustee
     under any of the provisions of this
     Indenture is being reduced as permitted
     by such provisions, which cash shall be
     identified by reference to the request of
     the Company for such reduction;

         (5) the aggregate amount of net
     property additions which are being
     utilized under this Indenture on the
     basis of such interim certificate, which
     shall be the sum of the amounts stated
     under (h) (1), (h) (2), (h) (3) and (h)
     (4) of this Section 3.02; and

         (6) that the aggregate amount of such
     net property additions which are being
     utilized under this Indenture on the
     basis of such interim certificate does
     not exceed the amount of net property
     additions which may be so utilized as
     stated under (g) of this Section 3.02;

    (i) the balance, if any, of bondable bond
retirements not utilized under this Indenture
at the end of the year covered by and as
stated in the most recent annual certificate,
if any, filed with the Trustee;

    (j) the aggregate amount of bondable bond
retirements, if any, previously included in an
interim certificate but not in an annual
certificate, which shall be identified by
reference to each such interim certificate;

    (k) with respect to bondable bond
retirements, if any, not previously included
in an annual certificate or in an interim
certificate, but which the Company elects to
include in the interim certificate then being
filed with the Trustee:

         (1) the aggregate amount of such
     bondable bond retirements, the date,
     amount and character of each such
     retirement to be specified;

87

         (2) that none of such bondable bond
     retirements has been included in any
     previous annual certificate or interim
     certificate; and

         (3) the principal amount and series
     of the bonds, if any, included in such
     bondable bond retirements, which are to
     be retired concurrently with the filing
     of such interim certificate; the
     principal amount and series of any such
     bonds which are so to be concurrently
     retired by delivery to the Trustee for
     cancellation and which are being
     delivered to the Trustee at the time of
     the filing of such interim certificate;
     the principal amount and series of any
     such bonds which are so to be
     concurrently retired by deposit of cash
     with the Trustee for their payment or
     redemption; and the amount of any cash
     which is being deposited with the Trustee
     at the time of the filing of such interim
     certificate, and which shall be
     sufficient in amount for the payment or
     redemption of any such bonds so to be
     concurrently retired but which are not
     being delivered to the Trustee;

    (1) the aggregate amount of bondable bond
retirements, if any, previously utilized under
this Indenture on the basis of interim
certificates but not included as bondable bond
retirements utilized under this Indenture in
an annual certificate, which shall be
identified by reference to each such interim
certificate;

    (m) the aggregate amount of bondable bond
retirements which may be utilized under this
Indenture, which shall be the excess of the
sum of (i) the amount stated under (i) of this
Section 3.02, (ii) the aggregate amount stated
under (j) of this Section 3.02, and (iii) the
aggregate amount stated under (k)(1) of this
Section 3.02, over (iv) the aggregate amount
stated under (1) of this Section 3.02; and in
case any of such bondable bond retirements is
being made the basis for the issuance of bonds
under Section 6.07 under circumstances which
do not require the filing of a net earnings
certificate, there shall be separately stated
the principal amount, interest rate and
maturity date of the bonds retired or to be
retired and made the basis for the issuance of
such bonds to be issued;

    (n) with respect to bondable bond
retirements which are being utilized under
this Indenture on the basis of the interim
certificate then being filed with the Trustee:

         (1) the principal amount of any bonds
     for the authentication and delivery of
     which application is being made under
     Section 6.07 on the basis of such
     bondable bond retirements, which bonds
     shall be identified by reference to the
     resolution requesting such

88

     authentication and delivery, and, in case
     such bonds are to be issued under
     circumstances which do not require the
     filing of a net earnings certificate, the
     principal amount, interest rate and
     maturity date of the bonds retired or to
     be retired and made the basis for the
     issuance of such bonds to be issued;

         (2) the amount of any cash which is
     being withdrawn under Section 11.02 on
     the basis of such bondable bond
     retirements, which cash shall be
     identified by reference to the request of
     the Company for such withdrawal;

         (3) the amount of any cash which is
     being withdrawn under Section 11.03 on
     the basis of such bondable bond
     retirements, which cash shall be
     identified by reference to the request of
     the Company for such withdrawal;

         (4) the amount, if any, by which cash
     required to be deposited with the Trustee
     under any of the provisions of this
     Indenture is being reduced as permitted
     by such provisions, which cash shall be
     identified by reference to the request of
     the Company for such reduction;

         (5) the aggregate amount of bondable
     bond retirements which are being utilized
     under this Indenture on the basis of such
     interim certificate, which amount shall
     be the sum of the amounts stated under
     (n) (1), (n) (2), (n) (3), and (n) (4) of
     this Section 3.02; and

         (6) that the aggregate amount of such
     bondable bond retirements which are being
     utilized under this Indenture on the
     basis of such interim certificate does
     not exceed the amount of bondable bond
     retirements which may be so utilized as
     stated under (m) of this Section 3.02;

    (o) with respect to current provisions for
depreciation for the period from the end of
the year covered by the most recent annual
certificate, if any, filed with the Trustee,
or, if no such certificate has theretofore
been filed with the Trustee, from February 1,
1954, to a date within sixty days of the date
of the interim certificate then being filed
with the Trustee:

         (1) the aggregate amount of such
     current provisions for depreciation;

         (2) whether such amount has been
     computed under Section 1.16(a) or under
     Section 1.16(b);

         (3) in case such amount has been
     computed under Section 1.16(a), the
     amount by which such amount has been
     increased or decreased by net salvage;

89

              (4) in case such amount has been
          computed under Section 1.16(a), that
          such amount is greater than it would
          be if computed under Section
          1.16(b);

              (5) in case such amount has been
          computed under Section 1.16(b), that
          such amount is greater than it would
          be if computed under Section
          1.16(a); and

              (6) that the facts stated under
          (o) of this Section 3.02 are solely
          for the purpose of informing the
          Trustee as to the amount of such
          current provisions for depreciation,
          which, except as otherwise provided
          in this Section 3.02, are not to be
          deducted in the determination of the
          amount of any net property additions
          or bondable bond retirements which
          may be utilized under this
          Indenture; and

         (p) that to the knowledge of the
     President or Vice-President signing such
     interim certificate the Company is not in
     default under any of the provisions of
     this Indenture, and that all conditions
     precedent provided for in this Indenture
     relating to the particular action to be
     taken by the Trustee on the basis of such
     interim certificate have been complied
     with.

    With and as a part of each interim
certificate filed with the Trustee, there
shall be filed an opinion of counsel stating,
in the signer's opinion, that all conditions
precedent provided for in this Indenture
relating to the particular action to be taken
by the Trustee on the basis of such interim
certificate have been complied with.

    Wherever under this Indenture it is
provided that cash required to be deposited
with the Trustee may be reduced by an amount
equal to the amount of net property additions
or bondable bond retirements, or both, not
previously utilized under this Indenture, upon
receipt by the Trustee, among other things, of
an interim certificate evidencing the right of
the Company to such reduction, the term
"reduced" shall not be construed to preclude
the utilization of such net property additions
or bondable bond retirements, if sufficient in
amount, for the complete elimination of the
cash otherwise required to be deposited.

ARTICLE IV

DESIGNATION, FORM, EXECUTION, REGISTRATION
AND EXCHANGE OF BONDS

    SECTION 4.01. At the option of the
Company, the bonds may be issued from time to
time in one or more series and (except as to
the bonds of the 1979 Series issuable by the
Edison Company, the designation of which is

9O

specified in Section 5.01) shall be designated
generally as the First Mortgage Bonds of the
Company.

    Subject to the approval of the Trustee,
the Company may at any time or from time to
time, by resolution, change the general
designation of the bonds (other than the bonds
of the 1979 Series issuable by the Edison Com-
pany) from First Mortgage Bonds to such other
general designation as may in the opinion of
the Trustee be appropriate under the
circumstances existing at the particular time.
In the case of any such change, and until a
further change, all bonds of additional series
which may thereafter be authenticated and
delivered pursuant to the provisions of
Article VI shall bear such new general
designation. If additional bonds of any
particular series, of which series bonds are
outstanding at the time of any such change,
shall at any time thereafter be authenticated
and delivered, or if any bonds bearing such
new designation shall at any time thereafter
be authenticated and delivered pursuant to the
provisions of this Article IV upon transfer of
or in exchange for other bonds, or in
substitution for lost, destroyed or mutilated
bonds, the Company shall, at the option of and
without expense to the holders of bonds of
such series at the time outstanding, provide
for the issuance in exchange for such
outstanding bonds of new bonds of like series
and maturity date and bearing the new general
designation.

    All bonds of any one series shall be
identical with respect to date of maturity
(unless the bonds are of serial maturities),
rate of interest (unless the bonds are of
serial maturities), dates of payment of
interest, place or places of payment of
principal and interest, terms of redemption
and redemption price or prices, if redeemable
(unless the bonds are of serial maturities),
terms of convertibility, if convertible, and
with respect to sinking fund provisions, if
any, and tax provisions, if any; but bonds of
the same series may be of different
denominations, and bonds of any series may be
of serial maturities and, in that case, may
differ with respect to interest rate or
redemption prices, or both.

    All bonds of any one series shall be dated
as of the same date, except that each
registered bond without coupons (if such bonds
are authorized to be issued in such series)
issued on or after the interest payment date
next succeeding the date of issue of the
coupon bonds of such series shall be dated as
of the date of the interest payment date
thereof to which interest shall have been paid
on the bonds of such series next preceding the
date of issue unless issued on an interest
payment date to which interest shall have been
so paid, in which event such bond shall be
dated as of the date of issue.

91

    SECTION 4.02. Except as to the bonds of
the 1979 Series, provisions with respect to
which are contained in Article V, the
designation of the bonds of each series and
all of the terms and provisions to be
contained in such bonds or to be otherwise
applicable thereto shall, to the extent not
set forth in this Article IV, be set forth in
an indenture supplemental hereto, to be
executed by the Company, when and as
authorized by the Board of Directors, and the
Trustee, and the bonds of each such series:

         (a) shall bear such particular
     designation, in addition to the general
     designation provided for in Section 4.01,
     as shall be determined and authorized by
     the Board of Directors;

         (b) shall, in the case of the coupon
     bonds of such series, be dated as of such
     date as shall be determined and
     authorized by the Board of Directors and
     expressed in such bonds, and shall, in
     the case of registered bonds without
     coupons of such series, if such bonds are
     authorized to be issued in such series,
     be dated as provided in Section 4.01;

         (c) shall mature on such date or, in
     the case of serial maturities, on such
     dates and in such respective principal
     amounts, all as shall be determined and
     authorized by the Board of Directors and
     expressed in such bonds;
         (d) shall bear interest at such rate
     or, in the case of serial maturities, at
     such rates, payable on such dates, all as
     shall be determined and authorized by the
     Board of Directors and expressed in such
     bonds;

         (e) shall be payable, both as to
     principal and interest, in such coin or
     currency of the United States of America
     (but only in a coin or currency which at
     the time of payment is legal tender for
     the payment of public and private debts),
     and at such place or places, all as shall
     be determined and authorized by the Board
     of Directors and expressed in such bonds;

         (f) shall be either coupon bonds
     registrable as to principal or registered
     bonds without coupons, or both, and,
     subject to the provisions of Section
     4.04, shall be of such denominations, and
     shall be numbered, all as shall be
     determined and authorized by the Board of
     Directors;

         (g) shall be registrable,
     transferable or exchangeable at such
     place or places as shall be determined
     and authorized by the Board of Directors
     and expressed in such bonds;

         (h) may, if so determined and
     authorized by the Board of Directors, be
     limited as to the aggregate principal
     amount thereof which may at any one time
     be outstanding, and an appropriate
     insertion in respect of any such
     limitation may, but need not, be made in
     such bonds;

92

         (i) may be made redeemable, at the
     option of the Company, as a whole at any
     time or in part from time to time, at
     such redemption price or prices and at
     such time or times and upon such other
     terms, all as shall be determined and
     authorized by the Board of Directors and
     expressed in such bonds;

         (j) may be made convertible into or
     exchangeable for, at the option of the
     holders thereof, shares of stock of any
     class or other securities of the Company
     or of any other corporation, at such
     times and upon such terms and conditions
     and subject to such adjustments in the
     conversion price, all as shall be
     determined and authorized by the Board of
     Directors and expressed in such bonds;

         (k) may contain such provisions for
     the establishment of a sinking fund, in
     such amount, payable at such time or
     times, in such manner and upon such terms
     and conditions, for the retirement of
     bonds of such series, in whole or in
     part, all as shall be determined and
     authorized by the Board of Directors;

         (l) may contain such lawful
     provisions with respect to the reim-
     bursement of, or the payment of interest
     without deduction for, such taxes, as
     shall be determined and authorized by the
     Board of Directors; and

         (m) may contain such other special
     terms, provisions and conditions, not
     contrary to the provisions of this
     Indenture, and shall be entitled to the
     benefit of such covenants and agreements,
     in addition to those contained in this
     Indenture, as may be set forth in the
     supplemental indenture providing for the
     issuance of bonds in such series, all as
     shall be determined and authorized by the
     Board of Directors.

    SECTION 4.03. The bonds of each series
other than the bonds of the 1979 Series
issuable by the Edison Company, the interest
coupons to be attached to the coupon bonds of
such series, and the Trustee's certificate of
authentication to be endorsed on all bonds of
such series shall be substantially in the
general forms of coupon bond, coupon and
registered bond without coupons issuable by
the Gas Company, and general form of Trustee's
certificate of authentication, all as set
forth in the recitals of this Indenture, but
with such insertions therein, omissions
therefrom and variations thereof as shall be
necessary or appropriate to express or reflect
the designation and the particular terms and
provisions of the bonds of such series, all as
determined and authorized by the Board of
Directors pursuant to the provisions of
Section 4.02.

    The bonds of any series may be in
engraved, lithographed or printed form as
determined and authorized by the Board of
Directors.

93

    The bonds of any series may have imprinted
thereon or included therein any legend or
legends required in order to comply with any
law or with any rules or regulations made
pursuant thereto or with the rules or regu-
lations of any stock exchange or in order to
conform to usage, and the Board of Directors
by resolution may at any time amend any legend
or legends on bonds then outstanding so as to
comply with any such law, rule or regulation
or so as to conform to usage.

    SECTION 4.04. Definitive coupon bonds of
each series may be issued in the denomination
of $1,000 each and (except as to the bonds of
the 1979 Series) in such denominations less
than $1,000 as shall be determined and
authorized by the Board of Directors or by any
officer or officers of the Company authorized
by the Board of Directors to make such
determination, and registered bonds without
coupons may be issued in the denomination of
$1,000 each and in such multiple or multiples
thereof as shall be determined and authorized
by the Board of Directors or by any officer or
officers of the Company authorized by the
Board of Directors to make such determination,
the authorization of the denomination of any
bond to be conclusively evidenced by the
execution thereof on behalf of the Company.
The principal amount of coupon bonds and of
registered bonds without coupons of any series
to be authenticated hereunder in each of the
authorized denominations in which such bonds
may be authenticated, shall be as set forth in
the order of the Company given to the Trustee
in connection with the authentication and
delivery of such bonds.

    SECTION 4.05. All bonds issued hereunder
shall, from time to time, be executed on
behalf of the Company by its President or one
of its Vice-Presidents, manually or by
facsimile signature, and shall have its
corporate seal impressed thereon or a
facsimile thereof imprinted thereon, attested
by its Secretary or one of its Assistant
Secretaries, or by such other form of
execution as shall be prescribed by statute,
by-law or resolution. In case any officer or
officers who shall have signed any bonds,
manually or by facsimile signature, shall
cease to be such officer or officers before
the bonds so signed shall have been actually
authenticated and delivered, such bonds
nevertheless may be issued, authenticated and
delivered with the same force and effect as
though the person or persons who so signed
such bonds had not ceased to be such officer
or officers of the Company. The interest
coupons to be attached to coupon bonds issued
hereunder shall be

94

authenticated by the facsimile signature of
the present Treasurer or of any future
Treasurer of the Company, and the Company may
also adopt and use for that purpose the
facsimile signature of any person who shall
have been such Treasurer, notwithstanding the
fact that he may have ceased to be such
Treasurer at the time of the execution thereof
or at the time when such bonds shall be
actually authenticated and delivered. Before
authenticating any coupon bonds the Trustee
shall detach and cancel all matured coupons
thereto attached and, upon the request of the
Company, the Trustee shall deliver such
coupons to the Company or shall cremate such
coupons and deliver a certificate of cremation
to the Company, as may be specified in such
request.

    SECTION 4.06. The Company shall maintain
an office or agency for the registration,
transfer and exchange of bonds of a particular
series at each place at which the bonds of
such series shall be registrable, transferable
and exchangeable, and shall keep at each such
office or agency books for the registration,
transfer and exchange of such bonds. All bonds
presented or surrendered to the Company for
registration, transfer or exchange in accord-
ance with the provisions hereinafter in this
Article IV contained, shall be so presented or
surrendered at one of such offices or agencies
to be maintained by the Company as above
provided. Each such agency, other than the
Trustee, established by the Company, shall be
subject to approval by the Trustee.

    SECTION 4.07. The holder of any coupon
bond issued hereunder, upon the presentation
thereof to the Company, may have the ownership
thereof registered, as to principal only, on
said registry books of the Company, and such
registration noted on the bond. After such
registration no further transfer of such bond
shall be valid unless made on said books by
the registered owner in person or by his duly
authorized attorney and similarly noted on
such bond; but such bond may be discharged
from registration by being in like manner
transferred to bearer, and thereupon transfer-
ability by delivery shall be restored; and
such bond may again and from time to time be
registered or discharged from registration as
before. Such registration, however, shall not
affect the negotiability of the coupons at-
tached to such bond but every such coupon
shall continue to be transferable by delivery
merely, and shall remain payable to bearer.

    SECTION 4.08. The registered owner of any
registered bond without coupons may, in person
or by duly authorized attorney, have such bond
transferred, upon the surrender thereof to the
Company, accompanied by

95

a written instrument of transfer in form
approved by the Trustee, and thereupon the
Company shall execute in the name of the
transferee or his nominee and the Trustee
shall authenticate and deliver a new
registered bond or bonds without coupons of
the same series and maturity date as the
surrendered bond, for a like aggregate
principal amount, and in any denomination or
denominations in which the registered bonds
without coupons of such series are authorized
to be issued.

    SECTION 4.09. Coupon bonds of any series
in which such bonds are authorized to be
issued in different denominations may, upon
the surrender thereof to the Company, be
exchanged for one or more other coupon bonds
of the same series and maturity date as the
surrendered bonds, for a like aggregate
principal amount, and in any denomination or
denominations in which the coupon bonds of
such series are authorized to be issued.

    Coupon bonds of any series in which
registered bonds without coupons are
authorized to be issued, equal in aggregate
principal amount to any authorized
denomination of such registered bonds without
coupons, may, upon the surrender of such
coupon bonds to the Company, be exchanged for
a registered bond or bonds without coupons of
the same series and maturity date as the
surrendered bonds, for a like aggregate
principal amount, and in any denomination or
denominations in which the registered bonds
without coupons of such series are authorized
to be issued.

    Registered bonds without coupons of any
series in which such bonds are authorized to
be issued in different denominations may, upon
the surrender thereof to the Company, be
exchanged for one or more other registered
bonds without coupons of the same series and
maturity date as the surrendered bonds, for a
like aggregate principal amount, and in any
denomination or denominations in which the
registered bonds without coupons of such
series are authorized to be issued.

    Any registered bond or bonds without
coupons of any series may, upon the surrender
thereof to the Company, be exchanged for a
coupon bond or bonds of the denomination of
$1,000 each, of the same series and maturity
date, and for a like aggregate principal
amount.

    SECTION 4.10. Until definitive bonds of
any series are ready for delivery, there may,
if authorized by the Board of Directors, be
authenticated and delivered in lieu of any
thereof temporary bonds of such series, in
bearer or registered form, substantially of
the same tenor as that of the definitive

96

bonds of such series, except that such
temporary bearer bonds may be issued without
coupons or with one or more coupons, may be
issued without provision for registration as
to principal, may contain, in lieu of a
statement of the redemption prices required to
be set forth in the definitive bonds, a
reference to this Indenture (in the case of
the bonds of the 1979 Series) or to the
applicable supplemental indenture (in the case
of bonds of any other series) for a statement
of such redemption prices, and may be issued
with such other appropriate variations from
the forms of the definitive bonds, all as
shall be determined and authorized by the
Board of Directors. Such temporary bonds shall
be in such denominations as shall be specified
in the order of the Company given to the
Trustee in connection with the authentication
and delivery of such bonds.

    Definitive bonds of such series shall
(except in the case of the holder of any
temporary bond who shall not require the
delivery to him of a definitive bond in
exchange for such temporary bond) be prepared
by the Company as soon as practicable after
the issuance of the temporary bonds, and as
soon as such definitive bonds are ready for
delivery, the holders of the temporary bonds
of such series, upon the surrender thereof to
the Company, shall be entitled to receive such
definitive bonds in exchange therefor, either
in the form of coupon bonds or (if registered
bonds without coupons are authorized to be
issued in such series and if the temporary
bonds so surrendered aggregate in principal
amount any authorized denomination of such
registered bonds without coupons) in the form
of registered bonds without coupons, of the
same series and maturity date, for a like
aggregate principal amount, and in any
denomination or denominations in which such
coupon bonds or registered bonds without
coupons, as the case may be, are authorized to
be issued.

    Until exchanged for definitive bonds, the
temporary bonds of any series issued hereunder
shall be entitled to the same rights under
this Indenture as the definitive bonds of such
series. When and as interest is paid upon
temporary bonds, the fact of such payment
shall be noted thereon unless made upon
presentation and surrender of a coupon
appertaining thereto. Until definitive bonds
of any series are ready for delivery,
temporary bonds of such series, whether in
bearer or registered form, if issued in more
than one denomination, may be exchanged as
between denominations and, if issued in both
bearer and registered form, such temporary
bearer bonds may be exchanged for temporary
registered bonds and such temporary registered
bonds may be exchanged for temporary bearer
bonds, all in the manner

97

and subject to the limitations specified in
Section 4.09 with respect to the exchange of
definitive bonds.

    SECTION 4.11. In every case in which the
privilege of exchange of bonds is desired to
be exercised under any of the provisions of
this Article IV, the bonds surrendered for
exchange shall, in the case of coupon bonds,
be accompanied by all unmatured coupons
thereto appertaining and all matured coupons,
if any, thereto appertaining representing
interest not paid or made available for
payment, and shall, in the case of registered
bonds without coupons and coupon bonds
registered as to principal, be accompanied by
a written instrument of transfer, in form
approved by the Trustee, duly executed by the
holder thereof or by duly authorized attorney.
Upon each such surrender of bonds the Company
shall execute and the Trustee shall
authenticate and deliver, in exchange for such
bonds so surrendered, the bond or bonds which
the bondholder making the exchange shall be
entitled to receive.

    Upon each exchange of bonds pursuant to
any of the provisions of this Article IV,
other than upon exchange of temporary bonds
for definitive bonds (and except as provided
in Section 6.03 with respect to the authenti-
cation and delivery of bonds in replacement of
bonds of the 1979 Series issued by the Edison
Company), and upon each transfer of ownership
of registered bonds without coupons or of
coupon bonds registered as to principal, the
Company may make a charge therefor sufficient
to reimburse it for any stamp or other tax or
governmental charge required to be paid by the
Company or the Trustee, and in addition may
charge a sum not exceeding two dollars for
each new bond issued upon any such exchange or
transfer.

    The Company shall not be required to make
exchanges or transfers of bonds for a period
of ten days next preceding an interest payment
date thereof. In the case of a redemption of
less than all of the bonds of a particular
series at the time outstanding, the Company
shall not be required to make exchanges or
transfers of bonds of such series which are to
be redeemed, or portions of the principal
amounts of which are to be redeemed, after
such bonds or portions thereof shall have been
drawn for redemption in the manner provided in
Section 7.01.

    SECTION 4.12. Upon receipt by the Company
and the Trustee of evidence satisfactory to
them of the loss or destruction of any
outstanding bond of any series, and of
indemnity satisfactory to them, or in case of
the mutilation of any such bond, upon
surrender and cancellation of such bond, and

98

upon receipt of indemnity satisfactory to
them, if requested, the Company in its
discretion may execute, and the Trustee may
authenticate and deliver, a new bond of the
same series, maturity date and denomination
and of like tenor and bearing the same serial
number (to which the Trustee may add a
distinguishing mark), in substitution for such
lost, destroyed or mutilated bond, as the case
may be. Upon the issuance of any such bond,
the Company may, in its discretion, make a
charge therefor sufficient to reimburse it for
any stamp or other tax or governmental charge
or other expense connected therewith required
to be paid by the Company or the Trustee, and
in addition may charge a sum not exceeding two
dollars for each bond so issued as aforesaid.
Any bond issued under the provisions of this
Section 4.12 shall constitute an additional
contractual obligation of the Company whether
or not the bond in substitution for which such
new bond is issued shall be enforceable by any
holder thereof, and such new bond and all
coupons, if any, thereto appertaining shall be
entitled to the security and benefit of this
Indenture equally and ratably with all other
bonds and coupons issued hereunder.

    SECTION 4.13. As to each registered bond
without coupons and each coupon bond
registered as to principal, the person in
whose name such bond shall be registered shall
be deemed and regarded as the owner thereof
for all purposes, and neither the Company nor
the Trustee shall be affected by any notice to
the contrary, and payment of or on account of
the principal of such bond, if it be a coupon
bond registered as to principal, and of the
principal and interest, if it be a registered
bond without coupons, shall be made only to or
upon the order in writing of the registered
owner thereof. All such payments shall be
valid and effectual to satisfy and discharge
the liability upon such bonds to the extent of
the sum or sums so paid. The Company and the
Trustee, each in its discretion, may deem and
treat the bearer of any coupon bond, which
shall not at the time be registered as to
principal, and the bearer of any coupon for
interest appertaining to such bond, whether
such bond shall be registered as to principal
or not, as the absolute owner of such bond or
coupon for the purpose of receiving payment
thereof, and for all other purposes
whatsoever, and neither the Company nor the
Trustee shall be affected by any notice to the
contrary.

    SECTION 4.14. No bond shall be issued
hereunder unless there shall be endorsed
thereon the executed certificate of
authentication of the Trustee, substantially
in the general form hereinbefore recited, that
it is one of the bonds of the series
designated therein, referred to and described
in this

99

Indenture or (in the case of bonds of a series
other than the 1979 Series) in the applicable
supplemental indenture; and such certificate
on any bond shall be conclusive evidence that
it is duly issued hereunder.

    SECTION 4.15. All bonds authenticated and
delivered which shall at any time be delivered
by the Company to the Trustee pursuant to any
of the provisions of this Indenture shall, in
the case of coupon bonds, be accompanied by
all unmatured coupons thereto appertaining and
all matured coupons, if any, thereto
appertaining representing interest not paid or
made available for payment, and shall, in the
case of registered bonds without coupons and
coupon bonds registered as to principal, be
accompanied by a written instrument of
transfer in form approved by the Trustee, duly
executed by the holder thereof or by duly
authorized attorney.

    SECTION 4.16. Whenever under any of the
provisions of this Indenture bonds
authenticated and delivered, or coupons
appertaining thereto, shall be delivered by
the Company to the Trustee pursuant to or as
permitted by any of the provisions of this
Indenture or shall be surrendered by the
holders thereof or by any paying agent to the
Trustee upon any replacement, exchange,
transfer or substitution, or upon payment or
redemption, all such bonds and coupons shall
be forthwith cancelled by the Trustee, and
from time to time, upon the request of the
Company, the Trustee shall deliver such bonds
and coupons to the Company or shall cremate
such bonds and coupons and deliver a
certificate of cremation to the Company, as
may be specified in such request.

ARTICLE V

BONDS OF 1979 SERIES

    SECTION 5.01. As indicated in the recitals
of this Indenture, the bonds of the 1979
Series issuable by the Edison Company shall be
designated "Commonwealth Edison Company Gas
Divisional Lien Bonds, 3-1/2% Series due
January 1, 1979", and the bonds of such series
to be executed by the Gas Company and
authenticated and delivered by the Trustee in
replacement of such bonds issuable by the
Edison Company, as provided in Section 6.03,
shall be designated "Northern Illinois Gas
Company First Mortgage Bonds, 3-1/2% Series due
1979." The bonds of the 1979 Series which may
be issued and outstanding under this Indenture
shall not exceed $60,000,000 in aggregate
principal amount, exclusive of bonds of such
series authenticated and delivered pursuant to
the provisions of Section 4.12.

100

    SECTION 5.02. The bonds of the 1979 Series
issuable by the Edison Company shall be
registered bonds without coupons and shall be
substantially in the form of bond of such
series, issuable by the Edison Company, set
forth in the recitals of this Indenture. The
bonds of the 1979 Series to be executed by the
Gas Company shall be coupon bonds registrable
as to principal and registered bonds without
coupons, and the forms of such bonds, of the
interest coupons to be attached to such coupon
bonds, and of the Trustee's certificate of
authentication to be endorsed on all bonds of
the 1979 Series, shall be as provided in
Section 4.03.

    SECTION 5.03. The registered bonds without
coupons of the 1979 Series issuable by the
Edison Company and the bonds of such series to
be executed by the Gas Company shall be in the
denomination of $1,000 each and in such
multiple or multiples thereof as shall be
determined and authorized in the manner
provided in Section 4.04. The coupon bonds of
the 1979 Series shall be in the denomination
of $1,000 each. The registered bonds without
coupons of the 1979 Series issuable by the
Edison Company shall be numbered R-1 and
consecutively upwards, the registered bonds of
such series to be executed by the Gas Company
shall be likewise numbered, and the coupon
bonds of such series shall be numbered M-1 and
consecutively upwards, or any or all of such
bonds may be numbered in such other appro-
priate manner as shall from time to time be
determined and authorized by the Board of
Directors.

    The coupon bonds of the 1979 Series shall
be dated January 1, 1954, and the registered
bonds without coupons of such series shall be
dated as provided in Section 4.01. All bonds
of the 1979 Series shall mature January 1,
1979, and shall bear interest at the rate of
3-1/2% per annum until the principal thereof
shall be paid, such interest to be payable
semi-annually on the first day of January and
July in each year.

    Both the principal of and the interest on
the bonds of the 1979 Series shall be payable
in any coin or currency of the United States
of America which at the time of payment is
legal tender for the payment of public and
private debts, and both such principal and
interest shall be payable at the office or
agency of the Company in the City of Chicago,
State of Illinois, or, at the option of the
holder, at the office or agency of the Company
in the Borough of Manhattan, The City of New
York, State of New York. The bonds of the 1979
Series shall be registrable, transferable and
exchangeable, in the manner provided in
Sections 4.07, 4.08 and 4.09, at either of
such offices or agencies.

101

    SECTION 5.04. Upon the notice and in the
manner provided in Section 7.01, and with the
effect provided in Section 7.02, the bonds of
the 1979 Series (a) shall be redeemable at the
option of the Company, as a whole at any time
or in part from time to time prior to the
maturity thereof, at the applicable redemption
price (expressed as a percentage of principal
amount) set forth below under "General
Redemption Prices", plus accrued and unpaid
interest to the redemption date, and (b) shall
be subject to redemption pursuant to the
sinking fund provided for in Section 5.05, in
part, on April 1 or during the four months'
period preceding April 1 of each of the years
1958 to 1978, both inclusive, at the
applicable redemption price (expressed as a
percentage of principal amount) set forth
below under "Sinking Fund Redemption Prices",
plus accrued and unpaid interest to the
redemption date:

General Redemption Prices       Sinking Fund Redemption Prices
If Redeemed During Twelve       If Redeemed on April 1 or
Months' Period Beginning        During Four Months'Period
        January 1               Preceding April 1

               1966...102.75%                   1966...101.26%
1954...105.50% 1967...102.53%                   1967...101.18%
1955...105.28% 1968...102.30%                   1968...101.10%
1956...105.05% 1969...102.07%                   1969...101.02%
1957...104.82% 1970...101.84%                   1970...100.93%
1958...104.59% 1971...101.61%   1958...101.80%  1971...100.84%
1959...104.36% 1972...101.38%   1959...101.74%  1972...100.75%
1960...104.13% 1973...101.15%   1960...101.68%  1973...100.65%
1961...103.90% 1974...100.92%   1961...101.61%  1974...100.55%
1962...103.67% 1975...100.69%   1962...101.55%  1975...100.45%
1963...103.44% 1976...100.46%   1963...101.48%  1976...100.34%
1964...103.21% 1977...100.24%   1964...101.41%  1977...100.24%
1965...102.98% 1978...100.12%   1965...101.33%  1978...100.12%

    SECTION 5.05. The provisions relating to the
sinking fund to be established for the
retirement of bonds of the 1979 Series are as
follows:

    (I) The Company covenants that it will, on a
date to be selected by it within the three
months' period beginning November 1 of each of
the years 1957 to 1977, both inclusive
(hereinafter called a "sinking fund payment
period"), pay to the Trustee, as and for a
sinking fund, the amount of $1,200,000 in cash
(hereinafter called "sinking fund cash", and the
amount of each such payment being hereinafter
called a "sinking fund payment"); provided,
however, that at the election of the Company any

102

sinking fund payment may be satisfied, in whole
or in part, by the certification to the Trustee,
in lieu of the payment of a specified amount of
sinking fund cash, of an equal principal amount
of bonds of the 1979 Series, theretofore
outstanding, reacquired by the Company and
delivered to the Trustee, for cancellation,
pursuant to the provisions of this Section 5.05,
either upon such certification or prior thereto,
but not previously certified to the Trustee
either in lieu of the payment of sinking fund
cash under the provisions of this Division (I)
or as a basis for the withdrawal, under the pro-
visions of Division (III) of this Section 5.05,
of sinking fund cash held by the Trustee.

    On the date selected by the Company within
each sinking fund payment period for the making
of the current sinking fund payment, the Company
shall deliver to the Trustee the following:

     (a) an officers' certificate stating:

         (1) the principal amount, if any, of
     bonds of the 1979 Series, theretofore
     outstanding, reacquired by the Company and
     delivered with such certificate to the
     Trustee, for cancellation, or previously
     delivered to the Trustee, for cancellation,
     pursuant to the provisions of this Section
     5.05, which the Company certifies in lieu
     of the payment of an equal amount of
     sinking fund cash; that no portion of such
     principal amount so certified has
     previously been certified to the Trustee
     either in lieu of the payment of sinking
     fund cash under the provisions of this
     Division (I) or as a basis for the
     withdrawal, under the provisions of
     Division (III) of this Section 5.05, of
     sinking fund cash held by the Trustee; and
     the balance, if any, of principal amount of
     such bonds not so certified and not
     previously so certified; and

         (2) the amount of sinking fund cash, if
     any, required to satisfy the current
     sinking fund payment;

         (b) the uncancelled bonds of the 1979
     Series, if any, to be delivered to the
     Trustee with such officers' certificate;
     and

         (c) the sinking fund cash, if any,
     specified pursuant to (2) of such officers'
     certificate.

    (II) Sinking fund cash on deposit with the
Trustee may or shall be applied toward the
redemption of bonds of the 1979 Series in
accordance with the provisions of (a), (b) and
(c) of this Division (II), each such redemption
to be effected by the payment of the applicable
sinking fund redemption price set forth in
Section 5.04.

103

    (a) On any date within any sinking fund
payment period or on any date subsequent thereto
but prior to the next succeeding February 15,
the Company may, at its election, by the
delivery to the Trustee of a notice of the
character specified in Section 7.01 and upon
compliance with all of the applicable provisions
of Section 7.01, direct the Trustee to apply a
specified amount of sinking fund cash (all or
any part thereof) then on deposit with the
Trustee toward the redemption, on a date not
later than the next succeeding April 1, of an
equal principal amount of bonds of the 1979
Series then outstanding.

    (b) If on February 15 next succeeding any
sinking fund payment period the amount of
sinking fund cash on deposit with the Trustee,
and not at the time required to be applied
toward the redemption of bonds of the 1979
Series pursuant to (a) of this Division (II),
shall equal or exceed $500,000, such cash shall
be applied by the Trustee toward the redemption,
on the next succeeding April 1, of an equal
principal amount of bonds of the 1979 Series
then outstanding. For all purposes of this
Indenture the Trustee shall be deemed to have
been irrevocably directed by the Company so to
apply such cash.

    (c) If on February 15 next succeeding any
sinking fund payment period the amount of
sinking fund cash on deposit with the Trustee,
and not at the time required to be applied
toward the redemption of bonds of the 1979
Series pursuant to (a) of this Division (II),
shall be less than $500,000, the Company may, at
its election and in the manner provided in (a)
of this Division (II), direct the Trustee to
apply a specified amount of such cash (all or
any part thereof) toward the redemption, on the
next succeeding April 1, of an equal principal
amount of bonds of the 1979 Series then
outstanding.

    In the case of each redemption of bonds of
the 1979 Series pursuant to the provisions of
this Division (II), the Company covenants that
it will deposit with the Trustee, not later than
the opening of business on the redemption date,
a sum in cash equal to the premium on the bonds
of the 1979 Series to be redeemed and accrued
and unpaid interest on such bonds to such
redemption date, and upon such deposit the
Trustee shall be deemed to have been irrevocably
directed to apply such cash toward the
redemption of such bonds.

    Whenever under the provisions of this
Division (II) any sinking fund cash at the time
on deposit with the Trustee may or shall be
applied toward the redemption of bonds of the
1979 Series, such cash may and, in the

104

case of (b) of this Division (II), shall be
deemed to include cash to be received by the
Trustee, prior to the proposed redemption date,
upon and as the result of the sale of government
obligations, to the extent of the amount,
including accrued interest, expended by the
Trustee out of such sinking fund cash in the
purchase, under the provisions of Section 11.05,
of the government obligations sold or to be
sold. For the purpose of determining, under the
provisions of (b) or (c) of this Division (II),
the amount of sinking fund cash on deposit with
the Trustee on February 15 next succeeding any
sinking fund payment period, such cash shall be
deemed to include an amount equal to the amount,
including accrued interest, expended by the
Trustee out of such sinking fund cash in the
purchase, under the provisions of Section 11.05,
of government obligations then held by the
Trustee.

    (III) Unless the Company shall be in default
under any of the provisions of this Indenture,
any sinking fund cash on deposit with the
Trustee, and not at the time required to be
applied toward the redemption of bonds of the
1979 Series pursuant to the provisions of
Division (II) of this Section 5.05, shall be
paid over by the Trustee to the Company in an
amount equal to the principal amount of bonds of
the 1979 Series, theretofore outstanding,
reacquired by the Company and certified to the
Trustee (upon or subsequent to the delivery
thereof to the Trustee, for cancellation, pur-
suant to the provisions of this Section 5.05) as
a basis for such withdrawal of sinking fund
cash, but not previously certified to the
Trustee either in lieu of the payment of sinking
fund cash under the provisions of Division (I)
of this Section 5.05 or as a basis for the
withdrawal, under the provisions of this
Division (III), of sinking fund cash held by the
Trustee, such payment to be made by the Trustee
to the Company upon receipt by the Trustee of
the following:

         (a) a request of the Company for the
     payment to it of a specified amount of
     sinking fund cash;

         (b) an officers' certificate stating:

              (1) the principal amount, if any,
          of bonds of the 1979 Series,
          theretofore outstanding, reacquired by
          the Company and delivered with such
          certificate to the Trustee, for
          cancellation, pursuant to the
          provisions of this Section 5.05 or
          previously delivered to the Trustee,
          for cancellation, pursuant to such
          provisions, which the Company
          certifies as a basis for the
          withdrawal of such sinking fund cash;
          that no portion of such principal
          amount so certified has been
          previously certified to the Trustee
          either in lieu of the payment of
          sinking fund cash under the provisions

105

          of Division (I) of this Section 5.05
          or as a basis for the withdrawal,
          under the provisions of this Division
          (III), of sinking fund cash held by
          the Trustee; and

              (2) that to the knowledge of the
          signers the Company is not in default
          under any of the provisions of this
          Indenture, and that all conditions
          precedent provided for in this
          Indenture relating to the withdrawal
          of such sinking fund cash have been
          complied with;

         (c) the uncancelled bonds of the 1979
     Series, if any, to be delivered to the
     Trustee with such officers' certificate;
     and

         (d) an opinion of counsel stating that
     in the signer's opinion all conditions
     precedent provided for in this Indenture
     relating to the withdrawal of such sinking
     fund cash have been complied with.

    (IV) Nothing in this Section 5.05 contained
shall be construed to permit the certification
by the Company, for the purpose of reducing the
amount of any sinking fund payment or as a basis
for the withdrawal of any sinking fund cash, of
a principal amount of bonds of the 1979 Series
which is not a multiple of $1,000, or to permit
the Company to direct the Trustee, or to require
or permit the Trustee, to apply toward the
redemption of outstanding bonds of the 1979
Series an amount of sinking fund cash which is
not a multiple of $1,000.

    (V) When all bonds of the 1979 Series shall
have been retired, all sinking fund cash, if
any, then on deposit with the Trustee, and not
required for the redemption of any bonds of such
series which previously shall have been called
for redemption, shall be paid over by the
Trustee to or upon the order of the Company upon
receipt by the Trustee of a request of the
Company for such payment.

ARTICLE VI

ISSUANCE OF BONDS

     SECTION 6.01. Except as provided in Section
5.01 with respect to the bonds of the 1979 Series and except as may
hereafter be otherwise expressly determined and
authorized by the Board of Directors with
respect to the aggregate principal amount of
bonds issuable in a particular series other than
the 1979 Series, the aggregate principal amount
of bonds which may be issued under this
Indenture is not limited, but shall be such
aggregate principal amount as may from time to
time be authenticated and delivered under the
provisions hereof.

106

    Nothing in this Indenture contained shall
limit the power of the Board of Directors to fix
the terms upon which and the price at which the
bonds authenticated and delivered under any of
the provisions of this Indenture may be issued,
sold or otherwise disposed of.

    No bonds, except upon transfer of or in
exchange for other bonds, or in substitution for
lost, destroyed or mutilated bonds, shall be
authenticated or delivered by the Trustee if the
Company is at the time in default under any of
the provisions of this Indenture.

    SECTION 6.02. Bonds of the 1979 Series, not
exceeding $60,000,000 in aggregate principal
amount, may at any time be executed by the
Edison Company and be delivered to the Trustee
for authentication, and such bonds shall,
without awaiting the recording of this
Indenture, be authenticated and delivered by the
Trustee to or upon the order of the Company upon
receipt by the Trustee of the following:

     (a) a request of the Company for such
     authentication;

     (b) an officers' certificate stating
     that all conditions precedent provided for
     in this Indenture relating to the
     authentication and delivery of such bonds
     have been complied with;

     (c) an opinion of counsel stating, in
     the signer's opinion, (1) that the issuance
     of such bonds has been duly authorized by
     the necessary corporate action and by order
     or orders duly entered by Illinois Commerce
     Commission, the only governmental authority
     the consent of which is required for the
     legal issuance of such bonds; (2) that the
     Edison Company has good title to the
     mortgaged property, subject only to the
     lien of this Indenture and to permitted
     liens; (3) that the Edison Company has all
     necessary corporate and governmental
     authority to own and operate the mortgaged
     property; (4) that as to such part of the
     mortgaged property as has been constructed
     on, over or in land owned by others than
     the Edison Company, the Edison Company
     holds subsisting easements, rights-of-way,
     leases, franchises, licenses, permits or
     other rights on, over or in such land,
     which are valid in accordance with their
     respective terms, and that the terms
     thereof are such as to permit the
     construction and operation of such part of
     the mortgaged property on, over or in such
     land; and (5) that all conditions precedent
     provided for in this Indenture relating to
     the authentication and delivery of such
     bonds have been complied with; and

     (d) the order or orders of Illinois
     Commerce Commission, officially
     authenticated, referred to in such opinion
     of counsel.

107

    SECTION 6.03. After the authentication and
delivery by the Trustee of the bonds of the 1979
Series, as provided in Section 6.02, and after
the adoption of this Indenture by the Gas
Company and the assumption by it of the bonds of
the 1979 Series, in the manner provided in
Section 2.01, and after the execution by the
Trustee, as provided in Section 2.02, of the
indenture of adoption executed by the Gas
Company, the holder of any such bond (as soon as
bonds of the 1979 Series bearing the new
designation "Northern Illinois Gas Company First
Mortgage Bonds 3-1/2% Series due January 1, 1979"
as specified in Section 2.01, are ready for
delivery) shall, upon the surrender of such bond
at the office of the Trustee, accompanied by a
written instrument of transfer, in form approved
by the Trustee, duly executed by such holder or
by duly authorized attorney, be entitled to
receive in replacement of such bond, without
charge to such holder, bonds bearing such new
designation, in aggregate principal amount equal
to the principal amount of the bond so
surrendered, and in the form of definitive
coupon bonds or temporary bonds without coupons
(or with one or more coupons), of the
denomination of $1000 each, or, at the option of
such holder, definitive or temporary registered
bonds without coupons, of the denomination of
$1000 each or of any authorized multiple
thereof, the determination as to whether such
bonds shall be deliverable in definitive form or
in temporary form to be made by the Gas Company.
If any such temporary bonds are so delivered,
they shall be exchangeable for definitive bonds,
without charge to the respective holders of the
temporary bonds and otherwise upon the terms and
in the manner provided in Section 4.10. Upon
each such surrender of a bond of the 1979 Series
issued by the Edison Company, the Gas Company
shall execute and the Trustee, after it shall
have received the certificate, opinion and order
or orders specified in Section 2.02, shall
authenticate and deliver, in replacement of such
bond so surrendered, the bond or bonds of the
1979 Series, bearing such new designation, which
the holder of the bond so surrendered shall be
entitled to receive.

    SECTION 6.04. Upon application by the
Company to the Trustee for the authentication
and delivery of bonds under the provisions of
Section 6.05, 6.06 or 6.07, the Company shall
deliver to the Trustee the following:

         (a) a resolution authorizing the
     execution and issuance of and requesting
     the Trustee to authenticate and deliver
     bonds, specifying the principal amount and
     series thereof, and any other matters with
     respect thereto required or permitted by
     this Indenture;

108

         (b) if an interim certificate is not
     filed in connection with the particular
     application for the authentication and
     delivery of bonds, an officers' certificate
     stating that to the knowledge of the
     signers the Company is not in default under
     any of the provisions of this Indenture,
     and that all conditions precedent provided
     for in this Indenture relating to the
     authentication and delivery of the bonds
     applied for have been complied with;

         (c) an opinion of counsel stating, in
     the signer's opinion, (1) that the issuance
     of such bonds has been duly authorized by
     the necessary corporate action and by any
     and all governmental authorities the
     consent of which is required for the legal
     issuance of such bonds, and specifying any
     officially authenticated orders or other
     documents by which such consent is or may
     be evidenced, or that no such consent is
     required; (2) that, since the date of the
     last previous opinion of counsel filed with
     the Trustee pursuant to the provisions of
     this Article VI, or since the actual date
     of execution and delivery of this Indenture
     in the case of the first such opinion filed
     under this Article VI, none of the
     mortgaged property has become subject to
     any lien or encumbrance prior to the lien
     of this Indenture as security for the
     additional bonds then applied for, except
     (i) permitted liens and (ii) prior liens on
     property, including additions thereto,
     acquired by the Company after January 31,
     1954; and (3) if an interim certificate is
     not filed in connection with the particular
     application for the authentication and
     delivery of bonds, that all conditions
     precedent provided for in this Indenture
     relating to the authentication and delivery
     of the bonds applied for have been complied
     with;

         (d) the officially authenticated orders
     or other documents, if any, specified in
     such opinion of counsel; and

         (e) in case such bonds constitute the
     initial issue of bonds of a particular
     series, a supplemental indenture of the
     character referred to in Section 4.02.

    SECTION 6.05. Bonds of any one or more
series, other than the 1979 Series, may be
authenticated and delivered under and subiect to
the provisions of this Section 6.05 upon the
basis of and in a principal amount equal to
66-2/3% of the amount of net property additions
not previously utilized under this Indenture.
Such bonds shall be authenticated and delivered
to or upon the order of the Company upon receipt
by the Trustee of the following:

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         (a) the resolution, opinion of counsel,
     orders or documents, if any, and
     supplemental indenture, if required,
     specified in Section 6.04;

         (b) an interim certificate evidencing
     the right of the Company to the
     authentication and delivery of such bonds
     on the basis of net property additions,
     together with the independent engineer's
     certificate, if any, independent
     appraiser's certificate, if any,
     independent accountant's certificate, if
     any, opinion of counsel, and instruments of
     conveyance, assignment or transfer, if any,
     all as specified in such interim
     certificate; and

         (c) a net earnings certificate, which
     shall be signed by an independent
     accountant in case the twelve months'
     period covered by such net earnings
     certificate is a period with respect to
     which an annual report is required to be
     filed by the Company under Section 9.17,
     and in case the aggregate principal amount
     of bonds authenticated and delivered since
     the beginning of the then current year
     (other than those with respect to which a
     net earnings certificate is not required or
     with respect to which a net earnings
     certificate signed by an independent
     accountant has previously been filed) is
     10% or more of the principal amount of the
     bonds at the time outstanding hereunder.

    SECTION 6.06. Bonds of any one or more
series, other than the 1979 Series, may be
authenticated and delivered under and subject to
the provisions of this Section 6.06 upon the
basis of and in a principal amount equal to the
amount of cash deposited by the Company with the
Trustee as a basis for the issuance of such
bonds. Such bonds shall be authenticated and
delivered to or upon the order of the Company
upon receipt by the Trustee of the following:

         (a) the resolution, officers'
     certificate, opinion of counsel, orders or
     documents, if any, and supplemental
     indenture, if required, specified in
     Section 6.04;

         (b) an amount of cash equal to the
     principal amount of bonds for the
     authentication and delivery of which
     application is made under the provisions of
     this Section 6.06; and

         (c) a net earnings certificate, which
     shall be signed by an independent
     accountant in case the twelve months'
     period covered by such net earnings
     certificate is a period with respect to
     which an annual report is required to be
     filed by the Company under Section 9.17,
     and in case the aggregate principal amount
     of bonds authenticated and delivered

110

     since the beginning of the then current
     year (other than those with respect to
     which a net earnings certificate is not
     required or with respect to which a net
     earnings certificate signed by an
     independent accountant has previously been
     filed) is 10% or more of the principal
     amount of the bonds at the time outstanding
     hereunder.

    All cash deposited with the Trustee under
this Section 6.06 shall be held by the Trustee
as a part of the mortgaged property and shall be
paid over, withdrawn, used or applied in the
manner, to the extent, for the purposes and
subject to the conditions set forth in Section
11.02.

    SECTION 6.07. Bonds of any one or more
series, other than the 1979 Series, may be
authenticated and delivered under and subject to
the provisions of this Section 6.07 upon the
basis of and in a principal amount equal to the
amount of bondable bond retirements not
previously utilized under this Indenture. Such
bonds shall be authenticated and delivered to or
upon the order of the Company upon receipt by
the Trustee of the following:

         (a) the resolution, opinion of counsel,
     orders or documents, if any, and
     supplemental indenture, if required,
     specified in Section 6.04;

         (b) an interim certificate evidencing
     the right of the Company to the
     authentication and delivery of such bonds
     on the basis of bondable bond retirements,
     together with the bonds, if any, to be
     delivered to the Trustee, and cash, if any,
     to be deposited with the Trustee, all as
     specified in such interim certificate; and

         (c) in case the bonds to be
     authenticated and delivered shall bear a
     rate of interest in excess of the rate of
     interest borne by the bonds retired or to
     be retired and made the basis for the
     issuance of the bonds applied for, and such
     application is made on a date more than two
     years prior to the date of maturity of such
     bonds so retired or to be retired, then,
     and in that case only, a net earnings
     certificate, which shall be signed by an
     independent accountant in case the twelve
     months' period covered by such net earnings
     certificate is a period with respect to
     which an annual report is required to be
     filed by the Company under Section 9.17,
     and in case the aggregate principal amount
     of bonds authenticated and delivered since
     the beginning of the then current year
     (other than those with respect to which a
     net earnings certificate is not required or
     with respect to which a net earnings
     certificate signed by an independent
     accountant has previously been filed) is
     10% or more of the principal amount of the
     bonds at the time outstanding hereunder.

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ARTICLE VII

REDEMPTION OF BONDS

    SECTION 7.01. Subject to the provisions of
any agreement of bondholders of the character
referred to in Section 7.03, and of any
supplemental indenture prescribing a different
method of redemption for the bonds of the series
created by such supplemental indenture, each
redemption of bonds of any series which by their
terms are redeemable, whether such redemption be
at the option of the Company or otherwise, shall
be effected in the manner hereinafter in this
Section 7.01 set forth.

    In the case of each redemption of bonds of
any series, except a redemption required by any
of the provisions of this Indenture to be
effected by the Trustee without any action on
the part of the Company, the Company shall
deliver to the Trustee a written notice with
respect to such redemption, specifying the
series of the bonds to be redeemed, the
redemption date, the applicable redemption price
stated or referred to in such bonds, and, if
less than all the outstanding bonds of such
series are to be redeemed, the principal amount
of the bonds to be redeemed. If less than all
the outstanding bonds of such series are to be
redeemed, such notice shall be delivered to the
Trustee not less than ten days before the date
upon which the first publication of notice of
redemption is to be made, as hereinafter
provided. The delivery to the Trustee of such
notice shall not, however, be construed to
obligate the Company to consummate the
redemption of the bonds proposed to be redeemed.
Except in the case of a redemption required by
any of the provisions of this Indenture to be
effected by the Trustee without any action on
the part of the Company, the Company shall also
deliver to the Trustee, prior to such first
publication of notice of redemption, a
resolution calling for redemption the bonds
proposed to be redeemed.

    In the case of each redemption of bonds of
any series, the Company shall publish, or shall
irrevocably authorize the Trustee to publish in
the name and on behalf of the Company, in one
authorized newspaper in the City of Chicago,
State of Illinois, and in one authorized
newspaper in the Borough of Manhattan, The City
of New York, State of New York, at least once in
each of three calendar weeks on any day of each
of such weeks, the first publication to be not
less than thirty nor more than forty-five days
before the redemption date, notice of such
intended redemption, such notice to specify the
series of the bonds to be redeemed, the place of
redemption,

112

which shall be the office of the Trustee or the
office of a designated agency of the Trustee, or
both, and the applicable redemption price as
stated or referred to in such bonds. If less
than all the outstanding bonds of such series
are to be redeemed, such notice shall also
specify the principal amount of the bonds to be
redeemed and the serial numbers of such bonds,
determined as hereinafter provided (which serial
numbers may be stated individually, in groups
from one number up to another, inclusive, or in
groups from one number up to another, inclusive,
excluding the serial numbers of bonds of such
series which shall have been retired), and, if
less than the whole principal amount of any
registered bond without coupons is to be
redeemed, the serial number of such bond and the
portion of the principal amount thereof,
determined as hereinafter provided, which is to
be redeemed. In the latter event (unless
provision shall be made in such registered bond
without coupons for the notation thereon of
redeemed portions of the principal amount
thereof) such notice shall state that upon
surrender of such registered bond without
coupons there will be issued, in lieu of the
unredeemed portion of the principal amount
thereof, a new registered bond or bonds without
coupons of the same series and maturity date and
of a principal amount or an aggregate principal
amount equal to such unredeemed portion. Such
notice shall state in every case that on the
redemption date the bonds, or the specified
portions thereof, to be redeemed shall cease to
bear interest.

    The Company shall also mail, or shall
irrevocably authorize the Trustee to mail in the
name and on behalf of the Company, a similar
notice to the registered owners of all
registered bonds without coupons to be redeemed,
in whole or in part, and of all coupon bonds
registered as to principal to be redeemed, not
less than thirty nor more than forty-five days
before the redemption date, at their respective
addresses appearing upon the registry books;
provided, however, that the mailing of notice to
such registered owners shall not be a condition
precedent to redemption, and neither failure to
mail such notice to such registered owners nor
any imperfection or defect in such notice shall
affect the validity of the proceedings for
redemption.

    In each case in which the Trustee shall
propose to apply cash on deposit with it
hereunder to the redemption of bonds of any
series pursuant to any of the provisions of this
Indenture authorizing or requiring such
application of cash by the Trustee, the Trustee,
in case the Company shall fail to give notice of
such redemption by publication or mail or by
both publication and mail, as may be required by
the provisions of this Section 7.01, is hereby

113

irrevocably authorized to give such notice in
the name and on behalf of the Company.

    If less than all the outstanding bonds of
any series are to be redeemed, the Trustee, as
soon as practicable after the receipt by it from
the Company of the notice hereinabove in this
Section 7.01 provided for or, in case the
Trustee shall be required to apply cash on
deposit with it hereunder toward the redemption
of such bonds without any action on the part of
the Company, then as soon as practicable after
such cash shall have become so applicable, shall
determine the serial numbers of the bonds of
such series to be redeemed, in whole or in part,
such determination to be by lot in any manner
deemed to be proper by the Trustee. For the
purpose of any such determination, the Trustee
is authorized to draw bonds individually or in
groups consecutively numbered or by both such
methods, either including or excluding, for the
purpose of any such grouping, the serial numbers
of bonds which shall have been retired. In any
such determination by lot, each registered bond
without coupons, if any be issued in such
series, shall be represented by a separate
number for each $1,000 of its principal amount.
Promptly upon the determination by the Trustee
of the serial numbers of the bonds of such
series to be redeemed, in whole or in part, and
of the portions, if any, of the principal
amounts of registered bonds without coupons
which are to be redeemed, the Trustee shall
certify such serial numbers and portions of
principal amounts to the Company.

    SECTION 7.02. The first publication of
notice of redemption having been made as
provided in Section 7.01, the bonds, or the
specified portions thereof, to be redeemed
shall, on the redemption date, become due and
payable, at the applicable redemption price
stated or referred to in such bonds, at the
office of the Trustee or at the office of a
designated agency of the Trustee, or both, as
may be stated in such notice.

    Notice of redemption having been given and
completed as above provided and a sum in cash
having been deposited with the Trustee, not
later than the opening of business on the
redemption date, sufficient to redeem the bonds,
or the specified portions thereof, to be
redeemed and then outstanding, with irrevocable
direction to apply such cash to such redemption,
or the Trustee having been irrevocably directed
by the Company to apply to such redemption a sum
sufficient for such purpose out of cash then on
deposit with the Trustee and available for such
redemption, such bonds, or

114

the specified portions thereof, so to be
redeemed shall, on the redemption date, cease to
bear interest and any and all coupons for
interest thereon maturing subsequent to the
redemption date shall be void, and the holders
of such bonds shall, on the redemption date,
cease to have any rights as bondholders other
than the right to receive payment of the
redemption moneys. All unpaid interest coupons
appertaining to coupon bonds which shall have
matured prior to the redemption date shall
continue to be payable to the respective holders
thereof. Upon the presentation and surrender of
such bonds so to be redeemed, or bonds of which
specified portions are so to be redeemed, with,
in the case of coupon bonds, the interest
coupons maturing on the redemption date, if the
redemption date is an interest payment date, and
all interest coupons maturing after the
redemption date, and, in the case of registered
bonds without coupons or of coupon bonds which
shall at the time be registered as to principal,
accompanied by duly executed assignments or
transfer powers, such bonds, or the specified
portions thereof, shall be paid and redeemed at
their redemption price. Upon the surrender of a
registered bond without coupons of which only a
portion of the principal amount thereof is to be
redeemed, the Company (unless provision shall be
made in such bond for the notation thereon of
redeemed portions of the principal amount
thereof) shall issue, without charge therefor,
and the Trustee shall authenticate and deliver,
in lieu of the unredeemed portion of such
principal amount, a new registered bond or bonds
without coupons of the same series and maturity
date and of a principal amount or an aggregate
principal amount equal to such unredeemed
portion.

    If, prior to the first publication of notice
of redemption, the Company shall have directed
the Trustee, but not irrevocably, to apply
toward such redemption cash then on deposit with
the Trustee, such direction, upon such
publication, shall be deemed to have become
irrevocable for all purposes of this Indenture.

    SECTION 7.03. In the case of each redemption
of bonds of any series, if there shall be in
effect an agreement with respect to the method
of redemption (an executed counterpart of which
shall be on file with the Trustee) executed by
the registered owners, in their respective names
appearing upon the registry books, of all then
outstanding registered bonds without coupons of
such series and all coupon bonds of such series
registered as to principal, and executed by the
holders, in their respective names as furnished
to the Trustee by instrument or instruments
signed by such holders, respectively,

115

or by their duly authorized agents or attorneys,
of all then outstanding coupon bonds of such
series not registered as to principal, such
bonds shall be redeemed upon the notice, if any,
and in the manner and with the effect provided
by such agreement. For the purposes of such
redemption, the Trustee may require that there
be furnished to it proof, satisfactory to it, of
the fact that the holders of all then
outstanding coupon bonds of such series not
registered as to principal are parties to such
agreement.

                    ARTICLE VIII

                    RENEWAL FUND

    SECTION 8.01. The Company covenants that so
long as any bonds shall be outstanding under
this Indenture, it will, for the year 1954 and
each year thereafter, pay to the Trustee an
amount of cash, as and for a renewal fund, equal
to the excess, if any, of current provisions for
depreciation for such year over the cost or fair
value as of the mortgage date of acquisition
thereof, whichever is less, of property
additions for such year, such amount, which
shall be the renewal fund requirement for such
year, to be subject to reduction as permitted
under Section 8.02.

    The renewal fund requirement for any year,
after any reduction permitted under Section
8.02, shall be the renewal fund payment for such
year which shall be made by the Company on or
before June 30 in the following year, upon the
filing of the annual certificate covering the
preceding year as provided under Section 3.01.

    All cash deposited with the Trustee pursuant
to the provisions of this Section 8.01 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.

    SECTION 8.02. Unless the Company is in
default under any of the provisions of this
Indenture, the renewal fund requirement for any
year shall be subject to reduction by an amount
equal to the amount of net property additions
not previously utilized under this Indenture or
by an amount equal to the amount of bondable
bond retirements not previously utilized under
this Indenture, or both, upon receipt by the
Trustee of the following:

    (a) a request of the Company for such reduction;
        and

116

         (b) an interim certificate evidencing
     the right of the Company to such reduction,
     together with, in case net property
     additions are to be made the basis for such
     reduction, the independent engineer's
     certificate, if any, independent
     appraiser's certificate, if any,
     independent accountant's certificate, if
     any, opinion of counsel, and instruments of
     conveyance, assignment or transfer, if any,
     all as specified in such interim
     certificate, and together with, in case
     bondable bond retirements are to be made
     the basis for such reduction, the bonds, if
     any, to be delivered to the Trustee, and
     cash, if any, to be deposited with the
     Trustee, as specified in such interim
     certificate.

ARTICLE IX

PARTICULAR COVENANTS OF COMPANY

    SECTION 9.01. The Company covenants that it
will duly and punctually pay the principal of
and the interest and premium, if any, on all
bonds outstanding hereunder, according to the
terms thereof; that it will not issue or permit
to be issued hereunder any bonds in any manner
other than in accordance with the provisions of
this Indenture; and that it will faithfully
observe and perform all of the conditions,
covenants and requirements in this Indenture and
in the bonds contained.

    SECTION 9.02. The Company covenants that it
will maintain offices or agencies in the manner
required by the provisions of and for the
purposes specified in Section 4.06, and that it
will also maintain an office or agency at each
place at which the principal of or the interest
on any of the bonds shall be payable, and where
notices, presentations and demands to or upon
the Company in respect of such bonds or coupons
as may be payable at such place or in respect of
this Indenture may be given or made; and that
from time to time it will file with the Trustee
notice in writing of the location, and of change
in the location, of each such office or agency.
In case the Company shall fail to maintain any
such office or agency or shall fail to give
notice of the location or change in the location
thereof, presentation and demand may be made,
and notices may be served, upon the Company at
the office of the Trustee.

    SECTION 9.03. The Company covenants that
every part of the mortgaged property will at all
times be lawfully possessed by the Company free
and clear of all liens except permitted liens
and, to the extent permitted by the provisions
of this Indenture, prior liens; that the Company
will warrant and

117

defend unto the Trustee, for the benefit of the
holders of the bonds from time to time
outstanding, the mortgaged property and the lien
and interest of the Trustee thereon and therein
under this Indenture against all claims and
demands of any person whomsoever; that it will
maintain and preserve the lien of this Indenture
so long as any of the bonds are outstanding; and
that every part of the mortgaged property is or
will be mortgaged pursuant to good right and
lawful authority of the Company so to do.

    SECTION 9.04. The Company covenants that it
will from time to time, upon the written request
of the Trustee, execute and deliver any and all
such further instruments and do any and all such
further acts as may be necessary or proper to
carry out more effectually the purposes of this
Indenture, and to subject to the lien hereof any
property which is intended to be covered hereby,
and in general to facilitate the execution of
the trust created hereby and to secure the
rights and remedies of the holders of the bonds
from time to time outstanding.

    SECTION 9.05. The Company covenants that it
will not hold or acquire, in the name or names
of a nominee or nominees, any real estate upon
which there is or shall be installed any
property of the character of property additions
and that any real estate so held or acquired
shall, promptly upon the installation of any
such property thereon, be transferred into the
name of the Company. The Company further
covenants that if and when any property of the
character of property additions is installed
upon any real estate held in the name of the
Company but theretofore excepted from the lien
of this Indenture, the Company will, by proper
instrument or instruments of conveyance,
assignment or transfer to the Trustee, cause
such real estate to be subjected to the lien of
this Indenture.

    SECTION 9.06. The Company covenants that it
will cause this Indenture and each supplemental
indenture at all times to be recorded and filed
in such manner and in such places as may in the
opinion of counsel be required by law in order
fully to preserve and protect the rights of the
bondholders and the Trustee, and that the
Company will furnish to the Trustee:

         (a) promptly after the execution and
     delivery of this Indenture and promptly
     after the execution and delivery of each
     supplemental inden-

118

     ture hereafter executed and delivered, an
     opinion of counsel stating, in the signer's
     opinion, that this Indenture and each
     supplemental indenture have been properly
     recorded and filed so as to make effective
     the lien intended to be created thereby,
     including the lien of this Indenture upon
     after-acquired property, and reciting the
     details of such action, or stating, in the
     signer's opinion, that no such action is
     necessary to make such lien effective; and

         (b) on or before June 30 in each year,
     beginning with the year 1955, an opinion of
     counsel stating, in the signer's opinion,
     that such action has been taken with
     respect to the recording, filing, re-
     recording and refiling of this Indenture
     and of each supplemental indenture as is
     necessary to maintain the lien thereof,
     including the lien of this Indenture upon
     after-acquired property, and reciting the
     details of such action, or stating, in the
     signer's opinion, that no such action is
     necessary to maintain such lien.

    SECTION 9.07. The Company covenants that,
subject to the provisions of Section 10.02 and
of Article XVI, it will at all times maintain
its corporate existence and right to carry on
business, and duly procure all renewals and
extensions thereof and will use its best efforts
to maintain, preserve and renew all of its
rights, powers, privileges and franchises.

    SECTION 9.08. The Company covenants that,
subject to the provisions of Section 10.02, it
will at all times maintain, preserve and keep
the mortgaged property, with the appurtenances
and every part thereof as an operating system,
in good repair, working order and condition and
equipped with suitable equipment and appliances,
and from time to time will make all necessary
repairs, renewals and replacements thereof, and
will maintain and preserve all the rights,
powers, privileges and franchises by it owned.
At any time upon the written request of the
Trustee and within a reasonable time after such
request, and in any event within the six months'
period ending June 30, 1959, and within the last
six months of each five-year period thereafter,
the Company shall file with the Trustee an inde-
pendent engineer's certificate stating, in the
signer's opinion, whether or not such covenant
has been complied with and, if not, specifying
the actions which should be taken by the Company
to effect such compliance; provided, however,
that the Company shall not be required to file
more than one such independent engineer's
certificate in any period of twenty-four
consecutive months. In case such certificate
shall specify any actions which should be so
taken by the Company, it shall, within a
reasonable

119

time, either cause such actions to be taken or
request the Trustee to submit the matter to
three independent engineers, one of whom shall
be the signer of such certificate. In case a
majority of such three independent engineers
shall recommend the taking of particular actions
by the Company to effect compliance with such
covenant, the Company shall, within a reasonable
time, cause such actions to be taken.

    SECTION 9.09. The Company covenants that it
will pay or cause to be paid all taxes and
assessments lawfully levied or assessed upon the
mortgaged property or upon any part thereof or
upon any income therefrom or upon the interest
of the Trustee in the mortgaged property, before
such taxes or assessments shall become
delinquent; that it will duly observe and
conform to all valid requirements of any
governmental authority relative to any of the
mortgaged property, and all covenants, terms and
conditions under which any of the mortgaged
property is held; that it will not suffer any
lien to be hereafter created or to remain
outstanding upon any part of the mortgaged
property, or the income therefrom, prior to the
lien of this Indenture, except permitted liens
and, to the extent permitted by the provisions
of this Indenture, prior liens; that it will not
permit any mechanics' or laborers' lien or other
similar lien for labor, materials or supplies,
which if unpaid might by law be given precedence
over this Indenture as a lien or charge upon the
mortgaged property or any part thereof, or the
income therefrom, to be created or to remain
outstanding upon any property at any time
subject to the lien of this Indenture; provided,
however, that nothing in this Section 9.09
contained shall require the Company to observe
or conform to any requirement of governmental
authority or to cause to be paid or discharged,
or to make provision for, any such lien or
charge or to pay any such tax or assessment so
long as the validity thereof shall be contested
in good faith and by appropriate proceedings,
unless thereby, in the opinion of counsel, any
of the mortgaged property shall be lost or
forfeited; that it will, on or before June 30 in
each year, beginning with the year 1955, file
with the Trustee an officers' certificate
stating either that all taxes and assessments
then due and payable upon all of the mortgaged
property have been paid or are not delinquent
or, if any of such taxes or assessments are
delinquent, stating the amounts thereof and
further stating that all such delinquent taxes
and assessments are being contested in good
faith by appropriate proceedings; and that, save
as aforesaid, the Company will not suffer any
matter or thing to occur or be done whereby the
lien hereof might or could be impaired.

120

SECTION 9.10. The Company covenants that it
will:

         (a) at all times cause all of the
     mortgaged property which is of a character
     usually insured by companies similarly
     situated and operating like property, to be
     insured against loss or damage from such
     hazards and risks as are usually insured
     against by companies similarly situated and
     operating like property, to a reasonable
     amount in responsible insurance
     organizations; the maintenance by the
     Company of a method or plan of protection
     against such loss or damage substantially
     in the form of the insurance plan of the
     Company in effect at the actual date of
     execution and delivery of this Indenture
     (such plan consisting in part of insurance
     in insurance organizations and in part of
     self-insurance) shall be deemed to be full
     compliance with the foregoing covenant, but
     the Company may from time to time adopt
     another method or plan of protection
     against such loss or damage if such other
     method or plan shall afford protection, in
     the opinion of the signer of an independent
     engineer's certificate, at least equal to
     the method or plan of protection against
     such loss or damage then adopted by
     companies similarly situated and operating
     property subject to similar or greater
     hazards or risks, but before any such other
     method or plan may be adopted by the
     Company, there shall be filed with the
     Trustee:

         (1) an officers' certificate setting
     forth the details of such other method or
     plan; and

         (2) an independent engineer's
     certificate stating, in the signer's
     opinion, that such other method or plan of
     protection is in accordance with the
     requirements of (a) of this Section 9.10
     and will afford reasonable protection
     against loss and damage from hazards and
     risks covered thereby, and will not
     materially lessen the protection against
     such loss or damage existing immediately
     prior to the date of such certificate;

         (b) cause any proceeds aggregating more
     than $10,000 payable under policies of
     insurance in adjustment of a particular
     loss, to be made payable to and to be paid
     to the Trustee, to be held by the Trustee
     as a part of the mortgaged property, unless
     the payment of such proceeds to the trustee
     under a prior lien or the application
     thereof in some other manner shall be
     required by the provisions of such prior
     lien;

         (c) at any time upon the written
     request of the Trustee and within a
     reasonable time after such request, and in
     any event on or before June 30 in each
     year, beginning with the year 1955, furnish
     to the Trustee an officers' certificate
     stating that the Company has complied with
     all the terms and conditions of (a) of this
     Section 9.10, and con-

121

     taining a detailed statement of all
     insurance then outstanding and in force,
     including the names of the insurers, the
     amounts of insurance written by each, and
     the property, hazards and risks covered
     thereby, and generally describing any self-
     insurance plan then in effect; and

         (d) if requested in writing by the
     Trustee, once in each year cause the
     policies of insurance carried pursuant to
     this Section 9.10, other than policies
     deposited with the trustee under a prior
     lien pursuant to the requirements of such
     prior lien, to be delivered to the Trustee
     for examination or inspection, and the
     Trustee shall within thirty days from the
     date of such delivery, return such policies
     to the Company.

    All cash deposited with the Trustee pursuant
to the provisions of this Section 9.10 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.

    SECTION 9.11. The Company covenants that, if
it shall fail to perform any of the covenants
contained in Sections 9.09 and 9.10, any
bondholder or bondholders may make advances to
perform such covenants in the Company's behalf;
and all sums so advanced shall on demand be at
once re-payable by the Company, and shall bear
interest from the date of such demand at the
rate of 5% per annum until paid, and shall be
secured hereby, having the benefit of the lien
hereby created in priority to the indebtedness
evidenced by the bonds and coupons outstanding,
but no such advance shall be deemed to relieve
the Company from any default hereunder.

    SECTION 9.12. The Company covenants that in
case the mortgage date of acquisition of any
property addition is before the actual date of
its acquisition or, in the case of property
subject to a prior lien or prior liens, before
the actual date of discharge of the last prior
lien thereon, it will, within sixty days after
the actual date of acquisition of such property
addition or, in the case of property subject to
a prior lien or prior liens, after the actual
date of discharge of such last prior lien
thereon, as the case may be, (a) file with the
Trustee an officers' certificate stating the
amount of the proceeds of any property disposed
of, during the period from such mortgage date of
acquisition to such actual date of acquisition
or actual date of discharge, as the case may be,
under circumstances which would have required
the deposit of such proceeds under this
Indenture if such property addition had actually
been acquired on its mortgage date of
acquisition or if such last prior lien

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had actually been discharged on the mortgage
date of acquisition of such property addition,
as the case may be, and (b) deposit with the
Trustee an amount of cash equal to any such
proceeds, such cash to be subject, however, to
reduction as hereinafter in this Section 9.12
permitted.

    Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash required to be deposited with the
Trustee under this Section 9.12 shall be subject
to reduction by an amount equal to the amount of
net property additions not previously utilized
under this Indenture or by an amount equal to
the amount of bondable bond retirements not
previously utilized under this Indenture, or
both, upon receipt by the Trustee of the
following:

         (a) a request of the Company for such
     reduction; and

         (b) an interim certificate evidencing
     the right of the Company to such reduction,
     together with, in case net property
     additions are to be made the basis for such
     reduction, the independent engineer's
     certificate, if any, independent
     appraiser's certificate, if any,
     independent accountant's certificate, if
     any, opinion of counsel, and instruments of
     conveyance, assignment or transfer, if any,
     all as specified in such interim
     certificate, and together with, in case
     bondable bond retirements are to be made
     the basis for such reduction, the bonds, if
     any, to be delivered to the Trustee, and
     cash, if any, to be deposited with the
     Trustee, as specified in such interim
     certificate.

    All cash deposited with the Trustee under
the provisions of this Section 9.12 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.

    SECTION 9.13. The Company covenants that it
will, at the time of the filing of each annual
certificate pursuant to the provisions of
Section 3.01, deposit with the Trustee cash in
an amount, subject to reduction as hereinafter
in this Section 9.13 permitted, equal to any
negative balance requirement stated in such
annual certificate under Section 3.01(f).

    Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash required to be deposited by the Com-
pany with the Trustee under this Section 9.13
shall be subject to reduction by an amount equal
to the amount of net property additions not
previously utilized under this Indenture or by
an amount equal to the amount of

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bondable bond retirements not previously
utilized under this Indenture, or both, upon
receipt by the Trustee of the following:

         (a) a request of the Company for such
     reduction; and

         (b) an interim certificate evidencing
     the right of the Company to such reduction,
     together with, in ease net property
     additions are to be made the basis for such
     reduction, the independent engineer's
     certificate, if any, independent
     appraiser's certificate, if any,
     independent accountant's certificate, if
     any, opinion of counsel, and instruments of
     conveyance, assignment or transfer, if any,
     all as specified in such interim
     certificate, and together with, in ease
     bondable bond retirements are to be made
     the basis for such reduction, the bonds, if
     any, to be delivered to the Trustee, and
     cash, if any, to be deposited with the
     Trustee, as specified in such interim
     certificate.

    All cash deposited with the Trustee under
the provisions of this Section 9.13 shall be
held by the Trustee as part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.

     SECTION 9.14. The Company covenants that:

         (a) except as hereinafter in this
     Section 9.14 otherwise provided, it will
     not acquire, by purchase or otherwise, any
     property subject to a prior lien, and will
     not transfer, by sale or otherwise, all or
     substantially all of its property to any
     other corporation the property of which is
     subject to a lien (hereinafter in this
     Section 9.14 included within the term
     "prior lien") which would constitute a
     prior lien if such property subject to such
     lien were owned by the Company (such
     property which may be so acquired, subject
     to the limitations hereinafter stated, and
     such property of such other corporation to
     which such transfer may be made, subject to
     the limitations hereinafter stated, being
     hereinafter in this Section 9.14 called
     "prior lien property"):

         (1) if at the time of such acquisition
     or such transfer, the principal amount of
     outstanding prior lien bonds secured by
     such prior lien and by other prior liens,
     if any, upon such prior lien property shall
     exceed 66-2/3% of the fair value of such
     part of such prior lien property as shall
     consist of property of the character of
     property additions; and

         (2) unless the net earnings (determined
     in substantially the manner provided in
     Section 1.28 for the determination of the
     net earnings of the Company) of such prior
     lien property, whether or not of the
     character of property additions, for any
     twelve consecutive calendar months selected
     by the Company within the

124

     fifteen calendar months immediately
     preceding the first day of the month in
     which such acquisition or such transfer is
     to be made, shall have been in the
     aggregate at least equal to two and one-
     half times the annual interest on all prior
     lien bonds, secured by such prior lien or
     prior liens, outstanding at the time of
     such acquisition or such transfer; and

         (b) in case the Company shall propose
     to make any such acquisition or any such
     transfer, it will, prior thereto or
     simultaneously therewith, file with the
     Trustee:

         (1) an officers' certificate describing
     such prior lien property in reasonable
     detail and stating the principal amount of
     prior lien bonds, secured by the prior lien
     or prior liens to which such property is
     subject, which will be outstanding at the
     time of such acquisition or transfer;

         (2) an independent engineer's
     certificate stating, in the signer's
     opinion, that the fair value, as of a date
     within sixty days of the date of such
     acquisition or transfer, of that part of
     such prior lien property as shall consist
     of property of the character of property
     additions, is not less than 150% of the
     principal amount of prior lien bonds,
     secured by the prior lien or prior liens to
     which such property is subject, which will
     be outstanding at the time of such
     acquisition or such transfer;

         (3) an independent accountant's
     certificate stating, in the signer's
     opinion, that the net earnings of such
     prior lien property are as required under
     (a)(2) of this Section 9.14; and

         (4) an opinion of counsel stating, in
     the signer's opinion, that the nature and
     extent of the prior lien or prior liens on
     such prior lien property are correctly
     stated in the officers' certificate
     specified under (b)(1) of this Section
     9.14, and, in case of the acquisition of
     such prior lien property, that the Company
     has acquired good title thereto subject to
     the lien of this Indenture and free and
     clear of all other liens except permitted
     liens and the prior lien or prior liens
     specified in such officers' certificate.

    SECTION 9.15. The Company covenants that (a)
it will duly and punctually pay or cause to be
paid the principal of and the interest and
premium, if any, on all prior lien bonds from
time to time outstanding, according to the terms
thereof; (b) it will not at any time issue
additional prior lien bonds under any prior
lien; (c) it will forthwith upon receipt thereof
deposit or cause to be deposited with the
Trustee any cash, subject to reduction as
hereinafter in this Section 9.15 permitted, and
securities comprising

125

consideration received for property released
from the lien of a prior lien, which cash and
securities shall not have been deposited with
the trustee under such prior lien or with the
trustee under another prior lien pursuant to the
provisions of such other prior lien; and (d) as
soon as all prior lien bonds shall cease to be
outstanding under any prior lien, it will
procure or cause to be procured the cancellation
and discharge of such prior lien and will cause
any cash and securities then on deposit with the
trustee under such prior lien (other than cash
deposited for the payment or redemption of prior
lien bonds outstanding thereunder) to be
deposited with the Trustee except to the extent
that such cash and securities may, by the
provisions of any other prior lien, be required
to be deposited with the trustee under such
other prior lien.

    Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash required to be deposited with the
Trustee under this Section 9.15 shall be subject
to reduction by an amount equal to the amount of
net property additions not previously utilized
under this Indenture or by an amount equal to
the amount of bondable bond retirements not
previously utilized under this Indenture, or
both, upon receipt by the Trustee of the
following:

         (a) a request of the Company for such
     reduction; and

         (b) an interim certificate evidencing
     the right of the Company to such reduction,
     together with, in case net property
     additions are to be made the basis for such
     reduction, the independent engineer's
     certificate, if any, independent
     appraiser's certificate, if any,
     independent accountant's certificate, if
     any, opinion of counsel, and instruments of
     conveyance, assignment or transfer, if any,
     all as specified in such interim
     certificate, and together with, in case
     bondable bond retirements are to be made
     the basis for such reduction, the bonds, if
     any, to be delivered to the Trustee, and
     cash, if any, to be deposited with the
     Trustee, as specified in such interim
     certificate.

    All cash deposited with the Trustee pursuant
to the provisions of this Section 9.15 shall be
held by the Trustee as a part of the mortgaged
property, and shall be paid over, withdrawn,
used or applied in the manner, to the extent,
for the purposes and subject to the conditions
set forth in Section 11.03. All securities
deposited with the Trustee under the provisions
of this Section 9.15 shall be held by the
Trustee as a part of the mortgaged property and
shall be dealt with and disposed of by the
Trustee as provided in Section 12.01.

126

    SECTION 9.16. The Company covenants that it
will, at any and all reasonable times, upon the
written request of the Trustee, permit the
Trustee, by its agents and attorneys, to
examine, in so far as such examination pertains
to the performance by the Company of its
obligations under this Indenture, the mortgaged
property and all of the books of account,
records, reports and other papers of the
Company, and to make copies thereof and extracts
therefrom.

     SECTION 9.17. The Company covenants that:

         (a) it will file with the Trustee,
     within fifteen days after it is required to
     file the same with the Securities and
     Exchange Commission, copies of the annual
     reports and of the information, documents
     and other reports which the Company may be
     required to file with such Commission,
     pursuant to Section 13 or Section 15(d) of
     the Securities Exchange Act of 1934 (or
     copies of such portions thereof as may be
     prescribed by such Commission under the
     Trust Indenture Act of 1939); or, if the
     Company is not required to file with such
     Commission information, documents or
     reports pursuant to either Section 13 or
     Section 15(d) of the Securities Exchange
     Act of 1934, then the Company will file
     with the Trustee and will file with such
     Commission such of the supplementary and
     periodic information, documents and reports
     as are required to be filed pursuant to
     Section 13 of the Securities Exchange Act
     of 1934 in respect of a security listed and
     registered on a national securities
     exchange, and as are required to be filed
     with such Commission by any rules and
     regulations prescribed by such Commission
     under the provisions of the Trust Indenture
     Act of 1939;

         (b) it will file with the Trustee and
     with the Securities and Exchange
     Commission, in accordance with the rules
     and regulations prescribed from time to
     time by such 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 by
     such rules and regulations;

         (c) it will transmit to the
     bondholders, in the manner and to the
     extent provided under Section 17.10(c),
     such summaries of any information,
     documents and reports required to be filed
     with the Trustee under (a) and (b) of this
     Section 9.17 as may be required by the
     rules and regulations of the Securities and
     Exchange Commission under the provisions of
     the Trust Indenture Act of 1939; and

         (d) it will furnish or cause to be
     furnished to the Trustee between February
     15 and the last day of February and between
     August 15 and August 31 in each year,
     beginning with the year 1955, and at such
     other times as the Trustee may request in
     writing, all information in the possession
     or control of the Company, or of any paying
     agent for

127

     the bonds, as to the names and addresses of
     the bondholders as of a date not more than
     fifteen days prior to the date on which
     such information shall be furnished to the
     Trustee.

    SECTION 9.18. The Company covenants that it
will cause any paying agent, other than the
Trustee, which it may appoint, to execute and
deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject
to the provisions of this Section 9.18:

         (a) 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 any of the bonds, in trust for
     the benefit of the holders of such bonds or
     of the coupons for such interest, as the
     case may be; and

         (b) that it will give the Trustee
     notice of any failure of the Company or of
     any other obligor upon the bonds to make
     any payment of the principal of and
     premium, if any, or interest on the bonds
     when the same shall be due and payable.

    The Company covenants that if it should at
any time 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 any of the
bonds, set aside and segregate and hold in trust
for the benefit of the holders of such bonds or
of the coupons for such interest, as the case
may be, a sum sufficient to pay such principal
and premium, if any, or interest so becoming
due, and will notify the Trustee of any failure
to take such action.

    Anything in this Section 9.18 to the
contrary notwithstanding, the Company may at any
time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or
for any other purpose, pay or cause to be paid
to the Trustee all sums held in trust by it or
any paying agent as required by this Section
9.18, such sums to be held by the Trustee upon
the trusts hereinabove in this Section 9.18
referred to.

ARTICLE X

POSSESSION, USE AND RELEASE OF MORTGAGED
PROPERTY

    SECTION 10.01. Unless a completed default
shall have occurred and be continuing, the
Company shall be permitted to possess, use and
enjoy the mortgaged property (except any cash or
securities deposited or required to be deposited
with the Trustee hereunder) and to receive, use
and dispose of

128

the income, revenues, rents, issues and profits
thereof, with power, in the ordinary course of
business, freely and without hindrance on the
part of the Trustee or the bondholders, to use,
consume and dispose of any materials, supplies
and appliances subject to the lien of this
Indenture, and to exercise any and all rights
under franchises, licenses, permits, contracts,
and other choses in action.

    SECTION 10.02. So long as the Company shall
remain in possession of the mortgaged property,
it may at any time and from time to time,
without any release or consent by the Trustee:

         (a) sell or otherwise dispose of, free
     from the lien of this Indenture, any
     machinery, equipment, tools or implements
     which shall have become inadequate,
     obsolete or otherwise unfit or unnecessary
     for use or which it is not advantageous to
     retain for use in the proper conduct of the
     gas utility business of the Company and in
     the operation of its gas utility property;

         (b) cancel, make changes or alterations
     in or substitutions of any leases, grants
     of rights-of-way or easements, and enter
     into and make changes or alterations in
     agreements affecting any of the mortgaged
     property, provided that no such action
     shall materially interfere with the use of
     the gas utility property of the Company in
     the proper conduct of its gas utility
     business;

         (c) abandon any of the mortgaged
     property if, in the opinion of the Board of
     Directors, the abandonment of such property
     is desirable in the conduct of the gas
     utility business of the Company and in the
     operation of its gas utility property, or
     is otherwise in the best interests of the
     Company;

         (d) assent to or procure a modification
     of or surrender any franchise, license,
     permit, privilege or authority which the
     Company may hold or under which it may be
     operating any of its gas utility property,
     provided that the Company shall have the
     right, in the opinion of counsel, under the
     modified franchise, license, permit,
     privilege or authority, in the event of any
     such modification, or under a new
     franchise, license, permit, privilege or
     authority received in exchange, in the
     event of any such surrender, or under some
     other franchise, license, permit, privilege
     or authority, to conduct the same or an
     extended business in the same or an
     extended territory during the same or an
     extended or unlimited or indeterminate or
     indefinite period of time; for the purposes
     of this subparagraph (d) and of any opinion
     of counsel to be rendered pursuant hereto,
     any right of any municipality to terminate
     a franchise, license, permit, privilege or
     authority by purchase of the

129

     property operated thereunder shall not be
     deemed to abridge or affect its duration;

         (e) assent to or procure a modification
     of or surrender any franchise, license,
     permit, privilege or authority which the
     Company may hold or under which it may be
     operating any of its gas utility property
     if, in the opinion of the Board of
     Directors, such modification or surrender
     is desirable in the conduct of the gas
     utility business of the Company and in the
     operation of its gas utility property, or
     is otherwise in the best interests of the
     Company;

         (f) alter, repair, replace, change the
     location or position of or add to any
     machinery, equipment, apparatus, fixtures
     and appurtenances, or other gas facilities,
     of the Company in such manner as it shall
     deem expedient, provided that the location
     of none of the mortgaged property may be
     changed so as to impair the lien of this
     Indenture thereon unless such property is
     sold or otherwise disposed of as permitted
     by the provisions of this Article X;

         (g) grant, free from the lien of this
     Indenture, easements, licenses or permits
     on, over or in portions of the mortgaged
     property for roads, highways, streets,
     railroads, switch tracks, electric
     transmission and distribution lines,
     telephone lines, telegraph lines, radio,
     radar and television towers, pipe lines and
     mains, drainage tiles and ditches, sewers,
     tunnels, conduits and cables, and for other
     like uses, provided that the granting
     thereof shall not materially interfere with
     the use of the gas utility property of the
     Company in the proper conduct of its gas
     utility business, and provided, further,
     that the consideration (other than in the
     form of easements, licenses or permits, of
     the character of those above specified, on,
     over or in the property of others) to be
     received upon any one such grant does not
     exceed the sum of $2,000, if the entire
     consideration is to be paid in one sum, or,
     if such consideration is to be paid in
     installments, does not exceed the sum of
     $2,000 per year; or

         (h) grant, convey or dedicate, free
     from the lien of this Indenture, portions
     of the mortgaged property for public roads,
     highways and streets, provided that the
     granting, conveyance or dedication thereof
     shall not materially interfere with the use
     of the gas utility property of the Company
     in the proper conduct of its gas utility
     business, and provided, further, that the
     consideration to be received upon any one
     such grant, conveyance or dedication does
     not exceed the sum of $2,000.

    All cash received by the Company as proceeds
of property of the character of property
additions not subject to a prior lien disposed
of as permitted by this Section 10.02 without
deposit of such proceeds with the Trustee shall
be included in net salvage.

130

    SECTION 10.03. Unless the Company is in
default under any of the provisions of this
Indenture, the Company may, if deemed desirable
in the conduct of its gas utility business, sell
or otherwise dispose of at any time, under and
subject to the provisions of this Section 10.03,
any part of the mortgaged property, and the
Trustee shall from time to time release from the
lien hereof any part of the mortgaged property
so sold or otherwise disposed of, or contracted
to be so sold or otherwise disposed of, upon
receipt by the Trustee of the following:

         (a) a resolution requesting such
     release and stating that such release is,
     in the opinion of the Board of Directors,
     desirable in the conduct of the gas utility
     business of the Company;

     (b) an officers' certificate stating:

         (1) that the property to be released
     has been sold or otherwise disposed of or
     contracted to be sold or otherwise disposed
     of, such property to be described in
     reasonable detail;

         (2) the amount of the consideration
     received or to be received for the property
     to be released which shall be the sum of
     (i) the amount of any cash received or to
     be received, (ii) the principal amount of
     any purchase money obligations received or
     to be received, (iii) the principal amount
     of any obligations assumed or to be assumed
     by the purchaser, (iv) the fair value, as
     stated in an independent appraiser's
     certificate, of any securities, other than
     purchase money obligations, received or to
     be received, and (v) the fair value, as
     stated in an independent engineer's
     certificate, of any property, other than
     securities, received or to be received,
     after deducting from such sum, at the
     election of the Company, the fair value, as
     stated in an independent engineer's
     certificate, of any property excepted from
     the lien of this Indenture and sold or
     otherwise disposed of or contracted to be
     sold or otherwise disposed of in the same
     transaction but not for a separate
     consideration; and

         (3) that to the knowledge of the
     signers the Company is not in default under
     any of the provisions of this Indenture,
     and that all conditions precedent provided
     for in this Indenture relating to such
     release have been complied with;

         (c) in case the determination of the
     amount of the consideration received or to
     be received for the property to be released
     shall require the stating of the fair value
     of securities received or to be received,
     an independent appraiser's certificate
     stating, in the signer's opinion, the fair
     value, as of a date within sixty days of
     the date of such application, of such
     securities;


131

    (d) in case the determination of the amount
of the consideration received or to be received
for the property to be released shall require
the stating of the fair value of property, other
than securities, received or to be received, an
independent engineer's certificate stating, in
the signer's opinion, the fair value, as of a
date within sixty days of the date of such
application, of such property;

    (e) in case the determination of the amount
of the consideration received or to be received
for the property to be released shall require
the stating of the fair value of property
excepted from the lien of this Indenture and
sold or otherwise disposed of or contracted to
be sold or otherwise disposed of in the same
transaction but not for a separate
consideration, an independent engineer's
certificate stating, in the signer's opinion,
the fair value, as of a date within sixty days
of the date of such application, of such
excepted property;

    (f) an engineer's certificate stating, in
the signer's opinion, the fair value, as of a
date within sixty days of the date of such
application, of the property to be released,
which fair value, as stated in such certificate,
shall not be less than the amount of the
consideration received or to be received for the
property to be released, and that such release
will not impair the security under this
Indenture in contravention of the provisions
hereof;

    (g) in case the fair value of the property
to be released, as shown by the engineer's
certificate specified under (f) of this Section
10.03, is 1% or more of the aggregate principal
amount of the bonds outstanding at the time of
such application, an independent engineer's
certificate stating, in the signer's opinion,
the fair value, as of a date within sixty days
of the date of such application, of the property
to be released, which fair value, as stated in
such certificate, shall not be less than the
amount of the consideration received or to be
received for the property to be released, and
that such release will not impair the security
under this Indenture in contravention of the
provisions hereof;

    (h) cash in an amount, subject to reduction
as permitted under Section 10.04, equal to the
fair value of the property to be released as
stated in the engineer's certificate specified
under (f) of this Section 10.03, or as stated in
the independent engineer's certificate, if any,
filed pursuant to (g) of this Section 10.03 if
such fair value as stated in such independent
engineer's certificate shall be greater than
such fair value as stated in such engineer's
certificate; and

    (i) an opinion of counsel stating, in the
signer's opinion, that all conditions precedent
provided for in this Indenture relating to such
release have been complied with.

132

    All cash deposited with the Trustee pursuant
to the provisions of this Section 10.03 shall be
held by the Trustee as a part of the mortgaged
property, and shall be paid over, withdrawn,
used or applied in the manner, to the extent,
for the purposes and subject to the conditions
set forth in Section 11.03.

    SECTION 10.04. Unless the Company is in
default under any of the provisions of this
Indenture, the amount of any cash required to be
deposited with the Trustee under Section
10.03(h) shall, at the election of the Company,
be subject to reduction by any one or more of
the following:

         (a) an amount not in excess of the
     principal amount of any obligations secured
     by purchase money mortgage upon the
     property to be released, such purchase
     money obligations to constitute in any case
     all purchase money obligations secured by
     purchase money mortgage upon the property
     to be released; provided, however, that the
     principal amount of such purchase money
     obligations shall not exceed 75% of the
     fair value of such property as stated in
     the engineer's certificate specified under
     Section 10.03(f), or as stated in the
     independent engineer's certificate, if any,
     filed pursuant to Section 10.03(g) if such
     fair value as stated in such independent
     engineer's certificate shall be greater
     than such fair value as stated in such
     engineer's certificate, and provided,
     further, that the principal amount of such
     purchase money obligations deposited upon
     the release of such property, together with
     the principal amount of any other purchase
     money obligations then held by the Trustee
     and secured by purchase money mortgage or
     mortgages upon property theretofore
     released, shall not exceed in the aggregate
     15% of the principal amount of bonds then
     outstanding hereunder;

         (b) an amount not in excess of the
     principal amount of any prior lien bonds
     secured by a prior lien constituting a lien
     on the property to be released from the
     lien of this Indenture (but not from the
     lien of such prior lien), the payment of
     which prior lien bonds has been assumed by
     the purchaser as consideration or part
     consideration for such property; provided,
     however, that such property includes all or
     substantially all of the property subject
     to such prior lien and that such prior lien
     bonds so assumed constitute all of the
     prior lien bonds outstanding under such
     prior lien; and

         (c) an amount equal to the amount of
     net property additions not previously
     utilized under this Indenture or the amount
     of bondable bond retirements not previously
     utilized under this Indenture, or both;

133

but only upon receipt by the Trustee of the
following:

         (1) a request of the Company for such
     reduction;

         (2) in case of reduction under (a) of
     this Section 10.04 on the basis of purchase
     money obligations, (i) an opinion of
     counsel stating, in the signer's opinion,
     that such obligations are valid
     obligations, that any purchase money
     mortgage securing such obligations is
     sufficient to afford a valid purchase money
     lien upon the property to be released,
     subject to no lien prior thereto except
     such liens, if any, as shall have existed
     thereon immediately prior to such release
     as liens prior to the lien of this
     Indenture, and that such purchase money
     obligations constitute all purchase money
     obligations secured by purchase money
     mortgage upon the property to be released,
     and (ii) an officers' certificate stating
     facts sufficient to demonstrate that the
     principal amount of such purchase money
     obligations does not exceed 75% of the fair
     value of such property as stated in the
     engineer's certificate specified under
     Section 10.03(f), or as stated in the
     independent engineer's certificate, if any,
     filed pursuant to Section 10.03(g) if such
     fair value as stated in such independent
     engineer's certificate shall be greater
     than such fair value as stated in such
     engineer's certificate, and that the
     principal amount of such purchase money
     obligations deposited upon the release of
     such property, together with the principal
     amount of any other purchase money
     obligations then held by the Trustee and
     secured by purchase money mortgage or
     mortgages upon property theretofore
     released, does not exceed in the aggregate
     15% of the principal amount of bonds then
     outstanding hereunder;

         (3) in case of reduction under (b) of
     this Section 10.04 on the basis of prior
     lien bonds the payment of which has been
     assumed in the manner specified under (b)
     of this Section 10.04, (i) an officers'
     certificate stating the principal amount of
     such prior lien bonds so assumed, stating
     that the property subject to the prior lien
     securing such prior lien bonds has been
     sold in its entirety or substantially in
     its entirety, and that such prior lien
     bonds the payment of which has been assumed
     by the purchaser of such property
     constitute all of the prior lien bonds
     outstanding under such prior lien, and
     further stating that such assumption has
     been effected by the execution and delivery
     by such purchaser to the trustee under such
     prior lien of an instrument of assumption,
     and (ii) an opinion of counsel stating, in
     the signer's opinion, that the prior lien
     referred to in such officers' certificate
     constitutes a prior lien upon such property
     so sold, and that the instrument of
     assumption referred to in such officers'
     certificate has been duly executed and de-
     livered by such purchaser to such trustee
     and is legally sufficient to constitute a
     valid and binding assumption with respect
     to the payment of such prior lien bonds;

134

         (4) in case of reduction under (c) of
     this Section 10.04 on the basis of net
     property additions or bondable bond
     retirements, or both, an interim
     certificate evidencing the right of the
     Company to such reduction, together with,
     in case net property additions are to be
     made the basis for such reduction, the
     independent engineer's certificate, if any,
     independent appraiser's certificate, if
     any, independent accountant's certificate,
     if any, opinion of counsel, and instruments
     of conveyance, assignment or transfer, if
     any, all as specified in such interim cer-
     tificate, and together with, in case
     bondable bond retirements are to be made
     the basis for such reduction, the bonds, if
     any, to be delivered to the Trustee, and
     cash, if any, to be deposited with the
     Trustee, as specified in such interim
     certificate;

         (5) in case of reduction otherwise than
     under (c) of this Section 10.04, an
     officers' certificate stating that to the
     knowledge of the signers the Company is not
     in default under any of the provisions of
     this Indenture, and that all conditions
     precedent provided for in this Indenture
     relating to such reduction have been
     complied with;

         (6) in case of reduction otherwise than
     under (c) of this Section 10.04, an opinion
     of counsel stating, in the signer's
     opinion, that all conditions precedent
     provided for in this Indenture relating to
     such reduction have been complied with; and

         (7) the purchase money obligations, if
     any, specified under (a) of this Section
     10.04.

    All purchase money obligations deposited
with the Trustee under the provisions of this
Section 10.04 shall be held as a part of the
mortgaged property and shall be dealt with and
disposed of by the Trustee as provided in
Section 12.01.

    SECTION 10.05. Unless the Company is in
default under any of the provisions of this
Indenture, it may, if deemed desirable in the
conduct of its gas utility business, sell or
otherwise dispose of at any time, under and
subject to the provisions of this Section 10.05,
any part of the mortgaged property subject to
and which is to be released from a prior lien,
and the Trustee shall from time to time release
from the lien hereof any part of such mortgaged
property so sold or otherwise disposed of, or
contracted to be so sold or otherwise disposed
of, upon receipt by the Trustee of the
following:

         (a) a resolution requesting such
     release and stating that such release is,
     in the opinion of the Board of Directors,
     desirable in the conduct of the gas utility
     business of the Company;

135

         (b) an officers' certificate describing
     in reasonable detail the property to be
     released, stating that such property has
     been sold or otherwise disposed of or has
     been contracted to be sold or otherwise
     disposed of, and stating that to the
     knowledge of the signers the Company is not
     in default under any of the provisions of
     this Indenture, and that all conditions
     precedent provided for in this Indenture
     relating to such release have been complied
     with;

         (c) an opinion of counsel stating, in
     the signer's opinion, that all conditions
     precedent provided for in this Indenture
     relating to such release have been complied
     with;

         (d) a certificate of the trustee under
     the prior lien to which such property is
     subject, stating that such property has
     been released from the lien of such prior
     lien upon compliance with all of the
     provisions of such prior lien with respect
     to the release of property;

         (e) an engineer's certificate stating,
     in the signer's opinion, the fair value, as
     of a date within sixty days of the date of
     such application, of the property to be
     released, that such release will not impair
     the security under this Indenture in
     contravention of the provisions hereof, and
     that the statement of such fair value is
     solely for the purpose of informing the
     Trustee thereof, which fair value so stated
     is not to be taken into account for the
     purposes of such release; and

         (f) in case the fair value of the
     property to be released, as shown by the
     engineer's certificate specified under (e)
     of this Section 10.05, is 1% or more of the
     aggregate principal amount of the bonds
     outstanding at the time of such
     application, an independent engineer's
     certificate stating, in the signer's
     opinion, the fair value, as of a date
     within sixty days of the date of such
     application, of the property to be
     released, that such release will not impair
     the security under this Indenture in
     contravention of the provisions hereof, and
     that the statement of such fair value is
     solely for the purpose of informing the
     Trustee thereof, which fair value so stated
     is not to be taken into account for the
     purposes of such release.

    SECTION 10.06. Unless the Company is in
default under any of the provisions of this
Indenture, the Trustee shall from time to time,
for purposes of record, execute and deliver to
the Company an appropriate instrument or
instruments which, by their terms, shall
specifically release and discharge from the lien
hereof any of the property excepted from the
lien hereof, upon receipt by the Trustee of the
following:

         (a) a resolution requesting such release;

136

         (b) an officers' certificate describing
     in reasonable detail the property to be
     released, stating that such property has
     been sold or otherwise disposed of or has
     been contracted to be sold or otherwise
     disposed of; that such property, to the
     extent that it consists of real estate, is
     not then property of the character of
     property additions; and that to the
     knowledge of the signers the Company is not
     in default under any of the provisions of
     this Indenture, and that all conditions
     precedent provided for in this Indenture
     relating to such release and discharge have
     been complied with; and

         (c) an opinion of counsel stating, in
     the signer's opinion, that the property to
     be released is not subject to the lien of
     this Indenture and that all conditions
     precedent provided for in this Indenture
     relating to such release and discharge have
     been complied with.

    SECTION 10.07. Should any of the mortgaged
property be taken by the exercise of the power
of eminent domain or should any municipal
corporation or other governmental agency at any
time exercise any right which, by law or by the
terms of any franchise owned by the Company, it
may have to purchase or designate a purchaser of
any part of the mortgaged property, and in
connection with such exercise of the power of
eminent domain or such purchase the price for
such property shall be determined pursuant to a
proceeding provided for by law or by such
franchise, such price so determined may be
accepted by the Trustee as the fair value of
such property. In any such proceeding the
Trustee may be represented by counsel who may be
of counsel for the Company. The Trustee may
release any property so taken or purchased, upon
receipt by it of the following:

         (a) an opinion of counsel stating, in
     the signer's opinion, that such property
     has been taken by the exercise of the power
     of eminent domain or purchased in the
     exercise of a right possessed, as
     aforesaid, by a municipal corporation or
     other governmental agency to purchase or
     designate a purchaser of such property, and
     at a price determined pursuant to a
     proceeding provided by law or by franchise;
     and

         (b) cash in an amount, subject to
     reduction as hereinafter in this Section
     10.07 permitted, equal to the consideration
     received or to be received for such
     property.

    Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash required to be deposited with the
Trustee under this Section 10.07 shall, at the
election of the Company, be subject to reduction
by an amount equal to the amount of net property
additions not previously utilized under this
Indenture or by an amount equal to the

137

amount of bondable bond retirements not
previously utilized under this Indenture, or
both, upon receipt by the Trustee of the
following:

         (a) a request of the Company for such
     reduction; and

         (b) an interim certificate evidencing
     the right of the Company to such reduction,
     together with, in case net property
     additions are to be made the basis for such
     reduction, the independent engineer's cer-
     tificate, if any, independent appraiser's
     certificate, if any, independent
     accountant's certificate, if any, opinion
     of counsel, and instruments of conveyance,
     assignment or transfer, if any, all as
     specified in such interim certificate, and
     together with, in case bondable bond
     retirements are to be made the basis for
     such reduction, the bonds, if any, to be
     delivered to the Trustee, and cash, if any,
     to be deposited with the Trustee, as
     specified in such interim certificate.

    All cash deposited with the Trustee pursuant
to the provisions of this Section 10.07 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.

    SECTION 10.08. In case the mortgaged
property shall be in the possession of a
receiver or trustee, lawfully appointed, the
powers in and by this Article X conferred upon
the Company may be exercised, with the approval
of the Trustee, by such receiver or trustee,
notwithstanding the fact that the Company may be
in default under any of the provisions of this
Indenture, and any request, certificate or
appointment made or signed by such receiver or
trustee for such purposes shall be as effective
as if made by the Company or the Board of
Directors or any of the officers of the Company
in the manner herein provided; and if the
Trustee shall be in possession of the mortgaged
property under any of the provisions of this
Indenture, then all the powers in and by this
Article X conferred upon the Company may be
exercised by the Trustee in its discretion.

    SECTION 10.09. The Trustee shall not be
required under any of the provisions of this
Article X to release at the request of the
Company any part of the mortgaged property from
the lien hereof at any time when the Company is
in default under any of the provisions of this
Indenture but, notwithstanding any such default,
the Trustee may release from the lien hereof any
part of the mortgaged property upon compliance
with the

138

conditions, other than those relating to the
non-existence of a default, specified in this
Article X in respect of such release, if the
Trustee in its discretion shall deem such
release to be for the best interests of the
bondholders.

    SECTION 10.10. No purchaser in good faith
of property released hereunder shall be bound to
ascertain the authority of the Trustee to
execute such release or to inquire as to any
facts the existence of which is required by the
provisions hereof for the exercise of such
authority; nor shall any purchaser or grantee of
any property or rights permitted by this Article
X to be sold or otherwise disposed of be under
obligation to ascertain or inquire into the
authority of the Company to make any such sale
or other disposition.

ARTICLE XI

APPLICATION OF CASH RECEIVED BY THE TRUSTEE

    SECTION 11.01. All cash deposited hereunder
to be held by the Trustee as a part of the
mortgaged property shall be so held by the
Trustee and, unless the Company is in default
under any of the provisions of this Indenture
(or, as to Section 11.04, unless a completed
default has occurred and is continuing), shall
be paid over, withdrawn, used or applied in the
manner, to the extent, for the purposes and
subject to the conditions hereinafter in this
Article XI set forth.

    SECTION 11.02. Any cash deposited with the
Trustee under Section 6.06 as a basis for the
issuance of bonds shall be:

         (a) paid over by the Trustee to or upon
     the order of the Company in an amount equal
     to 66-2/3% of the amount of net property
     additions not previously utilized under
     this Indenture or in an amount equal to the
     amount of bondable bond retirements not
     previously utilized under this Indenture,
     or both, upon receipt by the Trustee of the
     following:

         (1) a request of the Company for such
     payment; and

         (2) an interim certificate evidencing
     the right of the Company to such payment,
     together with, in case net property
     additions are to be made the basis for such
     payment, the independent engineer's
     certificate, if any, independent
     appraiser's certificate, if any,
     independent accountant's certificate, if
     any, opinion of counsel, and instruments of
     conveyance, assignment or transfer, if any,

139

          all as specified in such interim
          certificate, and together with, in
          ease bondable bond retirements are to
          be made the basis for such payment,
          the bonds, if any, to be delivered to
          the Trustee, and cash, if any, to be
          deposited with the Trustee, as
          specified in such interim certificate;
          or

          (b) applied to the purchase or
     redemption of bonds as provided in Section
     11.04.

    SECTION 11.03. All cash deposited with the
Trustee under Sections 8.01, 9.10, 9.12, 9.13,
9.15, 10.03 and 10.07, all cash (other than cash
received as income) referred to in Section
12.03, and all cash deposited with the Trustee
under Section 12.04, shall be:

         (a) paid over by the Trustee to or upon
     the order of the Company in an amount equal
     to the amount of net property additions not
     previously utilized under this Indenture or
     in an amount equal to the amount of
     bondable bond retirements not previously
     utilized under this Indenture, or both,
     upon receipt by the Trustee of the
     following:

         (1) a request of the Company for such
     payment; and

         (2) an interim certificate evidencing
     the right of the Company to such payment,
     together with, in case net property
     additions are to be made the basis for such
     payment, the independent engineer's
     certificate, if any, independent
     appraiser's certificate, if any,
     independent accountant's certificate, if
     any, opinion of counsel, and instruments of
     conveyance, assignment or transfer, if any,
     all as specified in such interim
     certificate, and together with, in case
     bondable bond retirements are to be made
     the basis for such payment, the bonds, if
     any, to be delivered to the Trustee, and
     cash, if any, to be deposited with the
     Trustee, as specified in such interim
     certificate; or

         (b) in the case of proceeds of
     insurance deposited with the Trustee under
     Section 9.10, paid over by the Trustee to
     or upon the order of the Company in an
     amount equal to any maintenance
     expenditures made in repair or replacement
     of the property damaged or destroyed, but
     in no event in an amount in excess of the
     fair value, stated in the engineer's
     certificate specified under (b)(3) of this
     Section 11.03, of the property acquired or
     constructed in repair or replacement of the
     property damaged or destroyed, the Trustee
     to receive, before paying over any such
     proceeds of insurance, the following:

         (1) a request of the Company for such
     payment;

         (2) an officers' certificate stating
     the amount of such expenditures, that such
     expenditures have been made in repair or
     replacement of the property damaged or
     destroyed and that such ex-

140

     penditures have been charged to
     maintenance; and that to the knowledge of
     the signers the Company is not in default
     under any of the provisions of this
     Indenture, and that all conditions prece-
     dent provided for in this Indenture
     relating to such payment have been complied
     with;

         (3) an engineer's certificate stating,
     in the signer's opinion, the fair value, as
     of a date within sixty days of the date of
     such application, of the property acquired
     or constructed in repair or replacement of
     the property damaged or destroyed; and

         (4) an opinion of counsel stating, in
     the signer's opinion, that all conditions
     precedent provided for in this Indenture
     relating to such payment have been complied
     with; or

         (c) applied to the purchase or
     redemption of bonds as provided in Section
     11.04.

    SECTION 11.04. Any cash deposited hereunder
to be held by the Trustee as a part of the
mortgaged property and which shall not have been
paid over by the Trustee pursuant to the
provisions of Section 11.02 or 11.03, shall,
upon the direction of the Company, evidenced by
a resolution, and accompanied by an officers'
certificate stating that to the knowledge of the
signers no completed default has occurred and is
continuing, be used by the Trustee for the
purchase of outstanding bonds (of such series,
one or more, and within such limitations as to
price as may be specified in such resolution or
in the supplemental indenture or indentures
creating such series) or for the redemption of
bonds (of such series, one or more, as may be
specified in such resolution) in accordance with
the terms of such bonds. Any bonds so purchased
shall be purchased by the Trustee in such manner
as it may deem proper but at a price or prices
not in excess of those specified in such resolu-
tion or in such supplemental indenture or
indentures. Any cash in excess of $50,000 which
shall have remained on deposit with the Trustee
for a period of five years after the date of
deposit and with respect to the use of which
cash, for the purchase or redemption of bonds,
no direction shall have been received by the
Trustee from the Company, shall be used
forthwith by the Trustee for the purchase or for
the redemption of bonds of such series, one or
more, as may be selected by the Trustee, in its
discretion, but only in case of failure of the
Company to deliver to the Trustee, within ten
days after the receipt of written notice from
the Trustee of its intention to purchase or
redeem bonds, a resolution specifying bonds, of
one or more series, so to be purchased or
redeemed. The Trustee shall not, unless the
Company shall otherwise authorize, purchase any
bonds at a price exceeding the general

141

redemption price thereof, prevailing at the
time, plus interest accruing to the next
succeeding interest payment date, or, if such
bonds shall not then be redeemable, at a price
exceeding the principal amount thereof, plus
interest accruing to the next succeeding
interest payment date.

    Unless all or substantially all of the
property of the Company (other than securities
and cash on deposit with the Trustee) shall have
been released from the lien hereof, the Trustee
may purchase from the Company outstanding bonds
tendered by the Company to the Trustee at a
price, exclusive of accrued interest, not in
excess of the cost, exclusive of accrued in-
terest, of such bonds to the Company, any such
bonds so tendered to be accompanied by an
officers' certificate stating that such bonds
have theretofore been sold or otherwise disposed
of by the Company and have subsequently been
purchased or otherwise reacquired, and stating
the cost, exclusive of accrued interest, of such
bonds to the Company.

    Whenever under the provisions of this
Section 11.04 the Trustee shall be directed by
the Company or required, without such direction,
to redeem bonds of any series out of cash on
deposit with the Trustee hereunder, the Trustee
shall be deemed to have been irrevocably
directed to apply to the redemption of such
bonds the cash required therefor.

    Nothing contained in this Section 11.04 or
in any of the other provisions of this Indenture
shall be construed to permit any cash deposited
with the Trustee under any of the provisions of
this Indenture for the purchase or redemption of
bonds of a particular series to be used
otherwise than for the purchase or redemption of
bonds of such series, unless, however, all of
the bonds of such series shall theretofore have
been purchased, paid or redeemed out of other
moneys applied to such purpose.

    SECTION 11.05. Any cash on deposit with the
Trustee under any of the provisions of this
Indenture, and not at the time required to be
paid over by the Trustee to the Company or used
or applied for any of the purposes specified in
this Indenture, shall, upon the request of the
Company, be invested or reinvested by the
Trustee in any bonds or other obligations
(hereinafter called "government obligations") of
the United States of America designated by the
Company, and not disapproved by the Trustee,
which as to principal and interest constitute
direct obligations of the United States of
America, but the Trustee shall not be required
to make any such investment after this Indenture
shall have been cancelled and discharged in
accordance with the provisions of Article XVIII.
Unless the Company shall be in default under any
of the provisions of this Indenture, the Trustee

142

shall, upon the request of the Company and upon
receipt of an officers' certificate stating that
to the knowledge of the signers the Company is
not so in default, forthwith pay over to the
Company all interest, including accrued
interest, which may be received in cash by the
Trustee upon any such government obligations.
Upon the request of the Company or at any time
when the Trustee in its discretion shall deem
such action advisable, the Trustee shall sell
all or any designated part of such government
obligations and the proceeds of such sale shall
be held by the Trustee subject to the same
provisions of this Indenture as are applicable
to the cash used by the Trustee to purchase the
government obligations so sold. In case the net
proceeds, exclusive of accrued interest,
realized upon any sale shall be less than the
amount, including accrued interest, expended by
the Trustee in the purchase of the government
obligations so sold, the Trustee shall within
five days after such sale notify the Company in
writing thereof, and within five days after the
receipt of such notice the Company shall pay to
the Trustee an amount equal to the deficiency,
and the amount so paid by the Company shall be
held by the Trustee subject to the same
provisions of this Indenture as are applicable
to the proceeds realized upon such sale. In case
the net proceeds, exclusive of accrued interest,
realized upon any sale of government obligations
shall exceed the amount, including accrued
interest, expended by the Trustee in the
purchase of the government obligations so sold,
the Trustee shall within five days after such
sale notify the Company in writing thereof, and
at any time after the receipt of such notice,
unless the Company shall be in default under any
of the provisions of this Indenture, the Trustee
shall, upon the request of the Company and upon
receipt of an officers' certificate stating that
to the knowledge of the signers the Company is
not so in default, forthwith pay over to the
Company an amount equal to the excess. For the
purposes of this Section 11.05, the payment of
any government obligations, whether at maturity
or upon redemption, shall be treated as a sale
thereof, and the acquisition of any government
obligations in exchange for other government
obligations theretofore held by the Trustee
shall be treated as a purchase for cash at the
amount, including accrued interest, expended by
the Trustee in the purchase of the government
obligations surrendered upon such exchange.

    Whenever the Company, upon any application
for which provision is made in this Indenture
with respect to the withdrawal of cash on
deposit with the Trustee, shall become entitled
to the payment to it by the Trustee of any cash
theretofore deposited with or then held by the
Trustee, the

143

Company shall accept government obligations held
by the Trustee under the provisions of this
Section 11.05, to the extent that such
government obligations shall be tendered to it
by the Trustee in lieu of such cash, and such
government obligations shall be accepted in lieu
of such cash at the amount, including accrued
interest, expended by the Trustee in the pur-
chase thereof.

    SECTION 11.06. In case the mortgaged
property shall be in the possession of a
receiver or trustee, lawfully appointed, the
powers in and by this Article XI conferred upon
the Company may be exercised, with the approval
of the Trustee, by such receiver or trustee,
notwithstanding the fact that the Company may be
in default under any of the provisions of this
Indenture, and any request, certificate or
appointment made or signed by such receiver or
trustee for such purposes shall be as effective
as if made by the Company or the Board of
Directors or any of the officers of the Company
in the manner herein provided; and if the
Trustee shall be in possession of the mort-
gaged property under any of the provisions of
this Indenture, then all the powers in and by
this Article XI conferred upon the Company may
be exercised by the Trustee in its discretion.

    SECTION 11.07. The Trustee shall not be
required under any of the provisions of this
Article XI to pay over at the request of the
Company any cash on deposit with the Trustee
under the provisions of this Article XI at any
time when the Company is in default under any of
the provisions of this Indenture but,
notwithstanding any such default, the Trustee
may pay over such cash upon compliance with the
conditions, other than those relating to the
non-existence of a default, specified in this
Article XI in respect of such payment, if the
Trustee in its discretion shall deem such
payment to be for the best interests of the
bondholders.

ARTICLE XII

CONCERNING SECURITIES DEPOSITED WITH THE TRUSTEE

    SECTION 12.01. All securities deposited with
the Trustee under Section 9.15, all purchase
money obligations deposited with the Trustee
under Section 10.04, and all other securities
which may at any time or from time to time be
deposited and pledged with the Trustee,
including all securities re-

144

ceived in exchange or substitution for or in
respect of such securities but not including
bonds or other obligations of the United States
of America with respect to the holding and
disposition of which provision is made in
Section 11.05, shall be held by the Trustee as a
part of the mortgaged property and shall be
dealt with and disposed of by the Trustee as
hereinafter in this Article XII provided.

    SECTION 12.02. The Trustee shall have full
power and authority to deal with all securities
deposited with it hereunder as it may deem best
for the security and protection of the holders
of the bonds outstanding hereunder, including
the power and authority to receive other
securities of any kind or character in exchange
or substitution for or in respect of the
securities at any time so deposited, or to enter
into agreements of compromise with respect to
any securities so deposited; provided, however,
that the fair value, stated in the independent
appraiser's certificate specified under (b) of
this Section 12.02, of the securities to be
received by the Trustee upon any such exchange
or substitution shall not be less than the fair
value, stated in such independent appraiser's
certificate, of the securities to be exchanged
or delivered by the Trustee in substitution for
the securities so to be received by the Trustee,
and provided, further, that, unless the Company
is in default under any of the provisions of
this Indenture, no such exchange or substitution
or such compromise shall be made by the Trustee
without the written consent of the Company.
Before making any such exchange or substitution
the Trustee shall receive:

         (a) in the case of an exchange or
     substitution made with the written consent
     of the Company, an officers' certificate
     stating that to the knowledge of the
     signers the Company is not in default under
     any of the provisions of this Indenture;
     and

         (b) an independent appraiser's
     certificate stating, in the signer's
     opinion, the fair value, as of a date
     within sixty days of the date of such
     exchange or substitution, of (i) the
     securities to be received by the Trustee
     upon such exchange or substitution, and
     (ii) the securities to be exchanged or
     delivered by the Trustee in substitution
     for such securities so to be received by
     the Trustee, and that such exchange or
     substitution will not impair the security
     under this Indenture in contravention of
     the provisions hereof.

    The Trustee may at any time do whatever may
be necessary in its judgment for the purpose of
maintaining, preserving or extending the
corporate

145

existence of any corporation shares of stock of
which shall at any time be deposited with the
Trustee. The Trustee may cause to be transferred
into its name as Trustee, or into the name or
names of a nominee or nominees, any shares of
stock deposited with the Trustee, but all
certificates for such shares standing in the
name of any nominee of the Trustee shall at all
times be held by the Trustee endorsed in blank
by such nominee. Unless the Company is in
default under any of the provisions of this
Indenture, the Company shall have the right to
vote all shares of stock deposited with the
Trustee with the same force and effect as though
such shares were not so deposited, and from time
to time, upon the request of the Company,
accompanied by an officers' certificate stating
that to the knowledge of the signers the Company
is not in default under any of the provisions of
this Indenture, the Trustee shall execute and
deliver or cause to be executed and delivered to
the Company or to its nominee or nominees,
suitable powers of attorney or proxies to vote
all shares of stock, which may be registered in
the name of the Trustee or any of its nominees,
at any meeting or meetings of stockholders.

    In case default shall be made in the payment
of the principal of or the interest on any bonds
or other obligations which shall be deposited
with the Trustee, or in the payment of the
principal of or the interest on any bonds or
other obligations then secured by the same
mortgage or other lien as that securing the
bonds or other obligations so deposited with the
Trustee, the Trustee shall, upon the request of
the Company, and upon being furnished funds
sufficient therefor, cause proper proceedings to
be instituted and prosecuted in a court of
competent jurisdiction to foreclose or enforce
the mortgage or other lien by which such bonds
or other obligations so in default are secured,
or to enforce the payment of such deposited
bonds or other obligations, all as may be
permitted by the provisions thereof or of such
mortgage or other lien.

    SECTION 12.03. Unless the Company is in
default under any of the provisions of this
Indenture, the Trustee shall forthwith pay over
to or upon the order of the Company all cash
received by the Trustee as income on account of
securities deposited with it hereunder, except
cash so received upon the partial or complete
liquidation of the issuer of any of such
securities. Before making any such payment the
Trustee may require that there be delivered to
it an officers' certificate stating that to the
knowledge of the signers the Company is not in
default under any of the provisions of this
Indenture.

146

    All cash received by the Trustee in respect
of such securities, otherwise than as income,
shall be held by it as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.

    SECTION 12.04. Unless the Company is in
default under any of the provisions of this
Indenture, any securities held by the Trustee
under Section 12.01, pursuant to any of the
provisions of this Indenture, including all but
not less than all of any purchase money
obligations secured by a particular lien, shall
be released from the lien hereof and delivered
by the Trustee to or upon the order of the
Company, upon receipt by the Trustee of the
following:

         (a) a resolution requesting such release;

         (b) an officers' certificate describing
     in reasonable detail the securities to be
     released, stating that such securities have
     been sold or contracted to be sold for
     cash, stating the consideration received or
     to be received therefor in cash, and
     stating that to the knowledge of the
     signers the Company is not in default under
     any of the provisions of this Indenture,
     and that all conditions precedent provided
     for in this Indenture relating to such
     release have been complied with;

         (c) an independent appraiser's
     certificate stating, in the signer's
     opinion, the fair value, as of a date
     within sixty days of the date of such
     application, of the securities to be
     released, which fair value, as stated in
     such certificate, shall not be less than
     the amount of the consideration received or
     to be received for the securities to be
     released, and that such release will not
     impair the security under this Indenture,
     in contravention of the provisions hereof;

         (d) an opinion of counsel stating, in
     the signer's opinion, that all conditions
     precedent provided for in this Indenture
     relating to such release have been complied
     with; and

         (e) cash in an amount, subject to
     reduction as hereinafter in this Section
     12.04 permitted, equal to the fair value of
     the securities to be released as stated in
     the independent appraiser's certificate
     specified under (c) of this Section 12.04.

    Unless the Company is in default under any
of the provisions of this Indenture, any
purchase money obligations held by the Trustee
under Section 12.01 which constitute all but not
less than all of the purchase money obligations
secured by a particular lien, shall be released
from the lien hereof and delivered by the
Trustee to or upon the order of the Company,
upon receipt by the Trustee of the following:

147

         (a) a resolution requesting such release;

         (b) an officers' certificate stating
     that to the knowledge of the signers the
     Company is not in default under any of the
     provisions of this Indenture, and that all
     conditions precedent provided for in this
     Indenture relating to such release have
     been complied with;

         (c) an opinion of counsel stating, in
     the signer's opinion, that all conditions
     precedent provided for in this Indenture
     relating to such release have been complied
     with; and

         (d) cash in an amount, subject to
     reduction as hereinafter in this Section
     12.04 permitted, equal to the principal
     amount of such purchase money obligations.

    Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash to be deposited by the Company with
the Trustee under this Section 12.04 shall be
subject to reduction by an amount equal to the
amount of net property additions not previously
utilized under this Indenture or by an amount
equal to the amount of bondable bond retirements
not previously utilized under this Indenture, or
both, upon receipt by the Trustee of the
following:

         (a) a request of the Company for such
     reduction; and

         (b) an interim certificate evidencing
     the right of the Company to such reduction,
     together with, in case net property
     additions are to be made the basis for such
     reduction, the independent engineer's
     certificate, if any, independent
     appraiser's certificate, if any,
     independent accountant's certificate, if
     any, opinion of counsel, and instruments of
     conveyance, assignment or transfer, if any,
     all as specified in such interim
     certificate, and together with, in case
     bondable bond retirements are to be made
     the basis for such reduction, the bonds, if
     any, to be delivered to the Trustee, and
     cash, if any, to be deposited with the
     Trustee, as specified in such interim
     certificate.

    All cash deposited with the Trustee pursuant
to the provisions of this Section 12.04 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes, and subject to the conditions set
forth in Section 11.03.

    SECTION 12.05. In case the mortgaged
property shall be in the possession of a
receiver or trustee, lawfully appointed, the
powers in and by this Article XII conferred upon
the Company may be exercised, with the approval
of the Trustee, by such receiver or trustee,
notwithstanding the fact that the Company may be
in default under any of the provisions of this
Indenture,

148

and any request, certificate or appointment made
or signed by such receiver or trustee for such
purposes shall be as effective as if made by the
Company or the Board of Directors or any of the
officers of the Company in the manner herein
provided; and if the Trustee shall be in
possession of the mortgaged property under any
of the provisions of this Indenture, then all
the powers in and by this Article XII conferred
upon the Company may be exercised by the Trustee
in its discretion.

    SECTION 12.06. The Trustee shall not be
required under any of the provisions of Section
12.04 to deliver at the request of the Company
any securities released from the lien hereof at
any time when the Company is in default under
any of the provisions of this Indenture but,
notwithstanding any such default, the Trustee
may deliver any of such securities so released
upon compliance with the conditions, other than
those relating to the nonexistence of a default,
specified in Section 12.04 in respect of such
release, if the Trustee in its discretion shall
deem such release to be for the best interests
of the bondholders.

ARTICLE XIII

REMEDIES OF TRUSTEE AND BONDHOLDERS UPON DEFAULT

    SECTION 13.01. No coupon belonging to any
bond, which in any way before, at or after
maturity shall have been transferred or pledged
separate and apart from such bond, shall, unless
accompanied by such bond, be entitled, in case
of default hereunder, to any benefit of or from
this Indenture, except after the prior payment
in full of the principal of all bonds then
outstanding and of all coupons not so
transferred or pledged. No purchase or sale of
coupons, nor any advance or loan thereon, made
by or on behalf of or at the request of or with
the privity of the Company, and no payment of
coupons or any of them by any guarantor of the
payment thereof, shall be taken or shall operate
as keeping such coupons alive or in force as a
lien upon the mortgaged property or under this
Indenture as against the holders of the bonds or
of the remaining coupons. In case the time for
the payment of any coupon shall be extended,
whether or not such extension be by or with the
consent of the Company, such coupon so extended
shall not be entitled in case of default
hereunder to the benefit or security of this
Indenture, except subject to the prior payment
in full of the principal of all bonds then
outstanding and of all coupons, the time for the
payment of which shall not have been extended.

149

    SECTION 13.02. In case any one or more of
the following events (defined in Section 1.18 as
"completed defaults") shall occur and be
continuing, viz.:

         (a) default shall be made in the
     payment of any installment of interest on
     any of the bonds when and as such
     installment of interest shall become due
     and payable as therein expressed, and such
     default shall continue for a period of
     sixty days;

         (b) default shall be made in the
     payment of the principal of any of the
     bonds when and as such principal shall
     become due and payable at maturity as
     therein expressed or upon redemption or by
     declaration or otherwise as herein
     provided;

         (c) default shall be made in the
     payment of any installment of interest on
     any prior lien bonds when and as such
     installment of interest shall become due
     and payable as therein expressed, and such
     default shall continue for a period of
     thirty days after written notice thereof
     given to the Company (following the
     expiration of the period of grace, if any,
     specified in the prior lien securing such
     prior lien bonds) by the Trustee or to the
     Company and the Trustee by the holders of
     not less than 5% in principal amount of the
     bonds at the time outstanding, specifying
     the prior lien bonds with respect to which
     such default shall have occurred and
     requiring such default to be remedied;

         (d) default shall be made in the
     payment of the principal of any prior lien
     bonds when and as such principal shall
     become due and payable at maturity as
     therein expressed or upon redemption or by
     declaration or otherwise as provided in the
     prior lien securing such prior lien bonds,
     and such default shall continue for a
     period of thirty days after written notice
     thereof to the Company by the Trustee or to
     the Company and the Trustee by the holders
     of not less than 5% in principal amount of
     the bonds at the time outstanding,
     specifying the prior lien bonds with
     respect to which such default shall have
     occurred and requiring such default to be
     remedied;

         (e) default shall be made in the
     observance or performance of any other of
     the covenants, conditions or agreements on
     the part of the Company contained in this
     Indenture or in the bonds or in any prior
     lien or prior lien bonds, and such default
     shall continue for a period of ninety days
     after written notice thereof to the Company
     by the Trustee or to the Company and the
     Trustee by the holders of not less than 25%
     in principal amount of the bonds at the
     time outstanding, specifying such default
     and requiring such default to be remedied;
     or

         (f) the Company shall admit in writing
     its inability to pay its debts generally as
     they become due or shall file a petition in
     bankruptcy or shall make an assignment for
     the benefit of its creditors or shall
     consent to the appointment of a receiver of
     itself or of the whole or any substan-

150

     tial part of the mortgaged property; or, on
     a petition' in bankruptcy filed against it,
     be adjudicated a bankrupt, or an order,
     judgment or decree shall be entered by any
     court of competent jurisdiction appointing,
     without the Company's consent, a receiver
     of it or of the whole or any substantial
     part of the mortgaged property and such
     adjudication, order, judgment or decree
     shall not have been vacated or set aside or
     stayed within forty-five days after the
     entry thereof; or the Company shall file a
     petition or answer seeking reorganization
     under any bankruptcy or insolvency law, or
     a court of competent jurisdiction shall en-
     ter an order, judgment or decree approving
     a petition proposing that a plan of
     reorganization of the Company be effected,
     or if under the provisions of any law for
     the relief or aid of debtors any court of
     competent jurisdiction shall assume
     custody, control or supervision of the Com-
     pany or of the whole or any substantial
     part of the mortgaged property, and such
     order, judgment or decree or such custody,
     control or supervision, as the case may be,
     shall not be vacated or set aside or
     otherwise terminated or stayed within
     forty-five days after the entry thereof;

then and in each and every such case either the
Trustee or the holders of not less than 25% in
principal amount of the bonds then outstanding
may declare the principal of all such bonds,
together with all accrued and unpaid interest
thereon, if not already due, to be due and
payable immediately; and upon any such
declaration such bonds and interest shall become
due and payable immediately, anything in this
Indenture or in any of the bonds contained to
the contrary notwithstanding. Any such
declaration by the Trustee may be made by notice
in writing by the Trustee to the Company, and
any such declaration by the holders of not less
than 25% in principal amount of the bonds then
outstanding may be made by notice in writing by
such bondholders to the Company and the Trustee.

    SECTION 13.03. Upon the occurrence of one or
more completed defaults, the Trustee, personally
or by its agents or attorneys, may, to the
extent permitted by law, enter into and upon and
take possession of all the mortgaged property
and each and every part thereof, and exclude the
Company, and its agents and employees, wholly
therefrom, and have, hold, use, operate, manage
and control the mortgaged property and each and
every part thereof and, in the name of the
Company or otherwise, as it shall deem best,
conduct the gas utility business of the Company
and exercise all franchises, rights and powers
of the Company pertaining thereto, and use all
of the then existing gas utility property for
that purpose, and, at the expense

151

of the mortgaged property, from time to time,
maintain, restore, insure and keep insured the
property, plants, equipment and apparatus,
provided or required for use in connection with
such business, and likewise, from time to time,
at the expense of the mortgaged property, make
all such necessary repairs, renewals and
replacements, and all such useful alterations,
additions, betterments and improvements as to
the Trustee shall seem judicious, and collect
and receive all income, revenues, rents, issues
and profits of and from the mortgaged property
and of every part thereof, and after deducting
therefrom the expenses of operation and all
expenses incurred hereunder and all other proper
outlays herein authorized and all payments which
may be made for taxes, assessments and other
charges upon the mortgaged property or any part
thereof, as well as just and reasonable
compensation for its own services and for the
services of such agents or attorneys as it may
in the exercise of its discretion employ for any
of the purposes aforesaid, the Trustee shall
apply the rest and residue of the moneys
received by it, as follows:

         First. In case the principal of none of
     the bonds then outstanding shall have
     become due and payable, to the payment of
     the interest in default in the order of the
     maturity of the installments of such
     interest, with interest on the overdue
     installments thereof at the rate or rates
     borne by the bonds, respectively, on which
     such interest shall be in default; such
     payments to be made ratably to the persons
     entitled thereto, without discrimination or
     preference, subject, however, to the pro-
     visions of Section 13.01.

         Second. In case the principal of any of
     the bonds then outstanding shall have
     become due and payable at maturity as
     therein expressed or upon redemption or by
     declaration or otherwise, first to the
     payment of the interest in default, in the
     order of the maturity of the installments
     of such interest, with interest on the
     overdue installments thereof at the rate or
     rates borne by the bonds, respectively, on
     which such interest shall be in default,
     and next to the payment of the principal of
     all bonds then outstanding and which shall
     then be so due and payable; such payments
     to be made ratably to the persons entitled
     thereto, without discrimination or
     preference, subject, however, to the
     provisions of Section 13.01.

Whenever all amounts due upon the bonds for
principal or interest, or both, and all other
amounts due under any of the provisions of this
Indenture shall have been paid and all defaults
made good, the Trustee shall surrender
possession of the mortgaged property to the
Company, the same right of entry, however, to
exist upon any subsequent default.

152

    SECTION 13.04. Upon the occurrence of one or
more completed defaults, the Trustee, personally
or by its agents or attorneys, may, to the
extent permitted by law, with or without entry,
sell, subject to the then prior liens, if any,
existing thereon, to the highest and best bidder
all and singular the mortgaged property and the
entire right, title, interest, claim and demand
of the Company therein and thereto, and the
right of redemption thereof, at public auction,
at such place, at such time and upon such terms
as the Trustee may fix and shall specify in the
notice of sale to be given as herein provided,
or as may be required by law.

    SECTION 13.05. Upon the occurrence of one or
more completed defaults, the Trustee, personally
or by its agents or attorneys, may proceed to
protect and enforce its rights and the rights of
the bondholders under this Indenture by such
suit or suits at law or in equity, whether for
the specific performance of any covenant or
agreement contained herein, or in aid of the
execution of any power herein granted, or for
the foreclosure of the lien of this Indenture,
or for the enforcement of any other appropriate
legal or equitable remedy, as the Trustee, being
advised by counsel, shall deem most effectual to
perform, protect and enforce any of its duties
or rights hereunder.

    SECTION 13.06. In case the Trustee shall
proceed by suit or suits at law or in equity
after default as above provided, it shall be
entitled to have the mortgaged property sold by
judicial sale under the order, judgment or
decree of a court or courts of competent
jurisdiction, for or toward the satisfaction of
the principal and interest then due or owing on
the bonds then outstanding, and for the
enforcement of the rights and liens of the
Trustee and the bondholders, and shall be
entitled as a matter of right, pending such suit
or proceedings, to the appointment of a receiver
of the mortgaged property, of all franchises
pertaining to the operation thereof, and of the
income, revenues, rents, issues and profits
thereof and therefrom, with such powers as the
court making such appointment may confer,
whether the mortgaged property shall or shall
not be adequate and sufficient to pay and
satisfy the bonds then outstanding; but
notwithstanding the appointment of any receiver,
the Trustee shall be entitled as pledgee to
continue to retain possession and control of any
securities and cash at the time held by the
Trustee.

    SECTION 13.07. In the event of any sale,
whether made under the power of sale herein
granted or pursuant to judicial proceedings, the
whole of the

153

mortgaged property (including securities, if
any, then held hereunder by the Trustee), shall
be sold in one parcel and as an entirety, unless
such sale as an entirety, in the judgment of the
Trustee, shall be impracticable by reason of
some statute or other cause, or unless the
holders of a majority in principal amount of the
bonds then outstanding shall in writing request
the Trustee to cause the mortgaged property to
be sold in parcels, in which case the sale shall
be made in such parcels and in such order as may
be specified in such request, but if not so
specified, or if no such request is made, as the
Trustee in its discretion shall deem most
expedient in the interest of the bondholders.
The Company, for itself and for all persons and
corporations hereafter claiming through or under
it or who may at any time hereafter become
holders of liens junior to the lien of this
Indenture, hereby expressly waives and releases
all right to have the mortgaged property or any
part thereof marshalled upon any sale,
foreclosure, or other enforcement hereof, and
the Trustee, or any court in which the
foreclosure of this Indenture or the
administration of the trust hereby created is
sought, shall have the right as aforesaid to
sell the entire mortgaged property as a whole in
a single parcel.

    SECTION 13.08. Notice of any sale pursuant
to any provision of this Indenture shall state
the time and place when and where such sale is
to be made, shall contain a brief general
description of the property to be sold and shall
briefly state the terms of the sale, and shall
be sufficiently given if published once in each
week for four successive calendar weeks prior to
such sale in one authorized newspaper in the
City of Chicago, State of Illinois, and in one
authorized newspaper in the Borough of Man-
hattan, The City of New York, State of New York.

    SECTION 13.09. The Trustee may adjourn from
time to time any sale to be made by it under the
provisions of this Indenture, by announcement at
the time and place appointed for such sale or
for such adjourned sale; and without further
notice or publication (unless otherwise required
by law), it may make such sale at the time and
place to which such sale may be adjourned.

    SECTION 13.10. The receipt or receipts of
the Trustee for the purchase money paid at any
such sale shall be a sufficient discharge
therefor to any purchaser of the mortgaged
property or any part thereof sold as aforesaid;
and no such purchaser, or his representatives,
grantees or assigns, after paying such purchase
money and receiving such receipt, shall be bound
to

154

see to the application of such purchase money
upon or for any trust or purpose of this
Indenture, or in any manner whatsoever be
answerable for any loss, misapplication or non-
application of any such purchase money or any
part thereof, or be bound to inquire as to the
authorization, necessity, expediency or
regularity of any such sale.

    SECTION 13.11. Upon any sale as aforesaid,
any purchaser, for the purpose of making
settlement or payment for the property
purchased, shall, subject to the provisions of
Section 13.01, be entitled to use and apply any
bonds then outstanding, and any matured and
unpaid interest coupons appertaining thereto, by
presenting such bonds and coupons so that there
may be credited as paid thereon the sums payable
out of the net proceeds of such sale to the
holder of such bonds and coupons as his ratable
share of such net proceeds, after allowing for
the proportion of the total purchase price
required to be paid in cash for the cost and
expenses of the sale, compensation and other
charges; and thereupon such purchaser shall be
credited, on account of such purchase price
payable by him, with the portion of such net
proceeds that shall be applicable to the payment
of, and that shall have been credited upon, the
bonds and coupons so presented; and at any such
sale any bondholder may bid for and purchase
such property, and make payment on account
thereof as aforesaid, and upon compliance with
the terms of sale, may hold, retain and dispose
of such property without further accountability
therefor.

    SECTION 13.12. Upon the completion of any
sale or sales under or pursuant to the
provisions of this Indenture, the Trustee shall
execute and deliver to the purchaser a good and
sufficient deed or other instrument conveying,
assigning and transferring the property sold.
The Trustee is hereby irrevocably appointed the
true and lawful attorney of the Company, in its
name and stead, to make all necessary
conveyances, assignments and transfers of
property thus sold; and for that purpose the
Trustee may execute all necessary deeds and
instruments of conveyance, assignment and
transfer, and may substitute one or more persons
with like power. All that said attorneys, or
such substitute or substitutes, shall lawfully
do by virtue hereof is hereby ratified and
confirmed. Nevertheless, the Company, if so
requested by the Trustee, shall ratify and
confirm any such sale or sales by executing and
delivering to the Trustee or to such purchaser
all such instruments as may be necessary or in
the judgment of the Trustee proper for that
purpose and as may be designated in such
request.

155

    SECTION 13.13. Any such sale or sales made
under or pursuant to the provisions of this
Indenture, whether under the power of sale
herein granted or pursuant to judicial
proceedings, shall operate to divest all right,
title, interest, claim and demand whatsoever,
either at law or in equity, of the Company, in
and to the premises sold, and shall be a
perpetual bar, both at law and in equity,
against the Company and against any and all per-
sons claiming or to claim the premises sold or
any part thereof from, through or under the
Company.

    SECTION 13.14. The purchase money, proceeds
and avails of any sale, whether made under the
power of sale herein granted or pursuant to
judicial proceedings, shall be paid to the
Trustee and, together with any other sums which
then may be held by the Trustee under any of the
provisions of this Indenture as a part of the
mortgaged property or the proceeds thereof,
shall be applied by it as follows:

         First. To the payment of the costs and
     expenses of such sale and reasonable
     compensation to the Trustee, its agents,
     attorneys and counsel, and of all necessary
     or proper expenses, liabilities and ad-
     vances made or incurred under this
     Indenture by the Trustee, without
     negligence or bad faith on its part, and to
     the payment of all taxes, assessments or
     liens superior to the lien of this
     Indenture, except any taxes, assessments or
     other superior liens subject to which such
     sale shall have been made.

         Second. To the payment of the whole
     amount then owing and unpaid upon bonds
     then outstanding for principal and
     interest, with interest on overdue
     principal and overdue installments of
     interest at the rate or rates borne by the
     bonds, respectively, the principal of or
     installments of interest on which may be
     overdue, and, in case such proceeds shall
     be insufficient to pay in full the whole
     amount so due and unpaid upon the bonds,
     then to the payment of such principal and
     interest, without preference or priority of
     principal over interest, or of interest
     over principal, or of any installment of
     interest over any other installment of
     interest, or of any series of bonds over
     any other series, ratably according to the
     aggregate of such principal and the accrued
     and unpaid interest, subject, however, to
     the provisions of Section 13.01. Such
     payments shall be made on the date fixed
     therefor by the Trustee, upon presentation
     of the bonds and coupons and stamping
     thereon of the amount paid, if such bonds
     and coupons be only partly paid, and upon
     surrender and cancellation thereof if fully
     paid.

         Third. To the payment of the surplus,
     if any, to the Company, or to whomsoever
     may be lawfully entitled to receive such
     surplus, or as a court of competent
     jurisdiction may direct.

156

    SECTION 13.15. In case of any sale made
under the power of sale herein granted or
pursuant to judicial proceedings, the principal
of all the bonds then outstanding shall, if not
previously due, thereupon become due and
payable, anything in such bonds or in this
Indenture contained to the contrary
notwithstanding.

    SECTION 13.16. The Company covenants that
(a) in case default shall be made in the payment
of any installment of interest on any of the
bonds when and as such installment of interest
shall become due and payable as therein
expressed, and such default shall continue for a
period of sixty days; or (b) in case default
shall be made in the payment of the principal of
any of the bonds when and as such principal
shall become due and payable at maturity as
therein expressed or upon redemption or by
declaration as herein provided, or upon a sale
referred to in Section 13.15, or otherwise,
then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the
holders of the bonds and coupons then
outstanding, the whole amount then due and
payable on all such bonds and coupons for
interest or principal, or both, as the ease may
be, with interest upon the overdue principal and
overdue installments of interest at the rate or
rates borne by the bonds, respectively, the
principal of or installments of interest on
which shall be overdue; and, in case the Company
shall fail to pay such amount forthwith upon
such demand, the Trustee, in its own name and as
trustee of an express trust, shall be entitled
to recover judgment against the Company and any
other obligor upon the bonds for the whole
amount so due and unpaid.

    The Trustee shall be entitled to recover
judgment as aforesaid, either before or after or
during the pendency of any proceedings for the
enforcement of the lien of this Indenture, and
the right of the Trustee to recover such
judgment shall not be affected by any entry or
sale hereunder, or by the exercise of any other
right, power or remedy for the enforcement of
the provisions of this Indenture or the
foreclosure of the lien hereof, and in the case
of a sale of the mortgaged property, and of the
application of the proceeds of sale to the
payment of the indebtedness hereby secured, the
Trustee, in its own name and as trustee of an
express trust, shall be entitled to enforce
payment of, and to receive all amounts then
remaining due and unpaid upon, any and all of
the bonds and coupons then outstanding, for the
benefit of the holders thereof, and shall be
entitled to recover judgment for any portion of
the indebtedness remaining unpaid, with
interest, as

157

aforesaid. No recovery of any such judgment nor
any attachment or levy of execution thereunder
upon the mortgaged property or any part thereof,
or upon any other property, shall in any manner
or to any extent affect the lien of this
Indenture upon the mortgaged property or any
part thereof, or any lien, rights, powers or
remedies of the Trustee or of the holders of the
bonds, but such lien, rights, powers and
remedies shall continue unimpaired as before.

    Any moneys collected by the Trustee under
this Section 13.16 shall be paid to the Trustee
and applied by it toward payment of the amounts
then due and unpaid upon such bonds and coupons
in respect of which such moneys shall have been
collected, ratably and without any preference or
priority of any kind (except as provided in
Section 13.01), according to the amounts due and
payable upon such bonds and coupons,
respectively, at the date fixed by the Trustee
for the distribution of such moneys, upon
presentation of the bonds and coupons and
stamping thereon of the amount paid, if such
bonds and coupons be only partly paid, and upon
surrender and cancellation thereof if fully
paid.

    SECTION 13.17. Subject to the provisions of
Section 17.02, the Trustee shall have power to
institute and to maintain such suits and
proceedings as the Trustee may be advised by
counsel shall be necessary or expedient to
prevent any impairment of the security hereunder
by any acts of the Company, or of others, in
violation of this Indenture, or which are
unlawful, or as the Trustee may be advised shall
be necessary or expedient to preserve and to
protect the interests of the Trustee and of the
bondholders in respect of the mortgaged
property, and in respect of the income,
revenues, rents, issues and profits thereof and
therefrom; including power to institute and to
maintain suits or proceedings to restrain the
enforcement or observance of, or compliance
with, any legislative or other governmental
enactment, rule or order which the Trustee may
believe to be unconstitutional or otherwise
invalid, if the enforcement or observance of, or
compliance with, such enactment, rule or order
would impair the security hereunder or be pre-
judicial to the interests of the bondholders or
of the Trustee.

    SECTION 13.18. The Company will not at any
time insist upon or plead, or in any manner
whatever claim or take the benefit or advantage
of any stay or extension law at any time in
force. The Company will not claim, take or
insist upon any benefit or advantage from any
law at any time in force providing for the
valuation or appraisement of the mortgaged prop-

158

erty or any part thereof prior to any sale or
sales thereof to be made pursuant to any
provisions herein contained or to the decree,
judgment or order of any court of competent
jurisdiction. After any such sale or sales, the
Company will not claim or exercise any right
under or conferred by any law at any time in
force to redeem the property sold or any part
thereof. The Company hereby expressly waives and
relinquishes all benefit and advantage of any
and all such stay, extension, valuation,
appraisement and redemption law or laws. The
Company covenants that it will not hinder, delay
or impede the execution of any power herein
granted and delegated to the Trustee, but that
the Company will suffer and permit the execution
of every such power as though no such law or
laws had been made or enacted.

    SECTION 13.19. At any time before full
payment of all bonds, at the time outstanding,
and whenever it shall deem it expedient for the
better protection or security of such bonds
(although no completed default shall have
occurred), the Company, with the consent of the
Trustee, may surrender and deliver or cause to
be surrendered and delivered to the Trustee full
possession of the whole or any part of the
mortgaged property, for any period fixed or
indefinite. In such event, the Trustee shall
enter into and upon the mortgaged property so
surrendered and delivered, and shall take and
receive possession thereof for such period,
fixed or indefinite, as aforesaid, without
prejudice, however, to its right at any time
subsequently, when entitled thereto by any
provision hereof, to insist upon maintaining and
to maintain such possession beyond the
expiration of any such prescribed period, and
the Trustee, from the time of such entry, shall
operate, maintain and manage the mortgaged
property, so surrendered and delivered, in
accordance with the provisions of this
Indenture, and shall receive and apply the
income, revenues, rents, issues and profits
thereof and therefrom as provided in Section
13.03. Upon application of the Trustee and with
the consent of the Company, if no completed
default shall have occurred, and without such
consent if one or more completed defaults shall
have occurred, a receiver may be appointed to
take possession of, and to operate, maintain and
manage the mortgaged property or any part
thereof, and the Company shall transfer and
deliver, or cause to be transferred or
delivered, to such receiver possession of the
mortgaged property, wheresoever such property
may be situated; but notwithstanding the
appointment of a receiver, the Trustee shall be
entitled as pledgee to continue to retain the
possession and control of any cash or
securities at the time held by it

159

under this Indenture. In every case, when a
receiver of the whole or any part of the
mortgaged property shall be appointed under this
Section 13.19 or otherwise, the net income of
the mortgaged property shall be paid over to,
and shall be received by, the Trustee for the
benefit of the holders of the bonds then
outstanding.

    SECTION 13.20. No holder of any bond or
coupon shall have the right to institute any
suit, action or proceeding, at law or in equity,
for the foreclosure of this Indenture, or for
tile execution of any trust or power hereof or
for the appointment of a receiver or for the
enforcement of any other remedy under or upon
this Indenture, unless such holder previously
shall have given to the Trustee written notice
of some existing default and of the continuance
thereof, as hereinbefore provided; nor unless,
also, the holders of not less than 25% in
principal amount of the bonds then outstanding
shall have requested the Trustee in writing,
after the right to exercise such powers or right
of action, as the case may be, shall have
accrued, and shall have afforded to it a
reasonable opportunity, either to proceed to
exercise the powers hereinbefore granted or to
institute such action, suit or proceedings in
its own name; nor unless, also, such holder or
holders shall have offered to the Trustee
security and indemnity satisfactory to it
against the costs, expenses and liabilities to
be incurred therein or thereby, and the Trustee
shall have refused or neglected to comply with
such request within a period of ninety days
after receipt of such request and offer of
security and indemnity; and, subject to the
provisions of Section 17.02, such notification
request and offer of security and indemnity are
hereby declared, in every such case, at the
option of the Trustee, to be conditions
precedent to the execution of the powers and
trusts under this Indenture and to any action or
cause of action for foreclosure or for the
appointment of a receiver, or for any other
remedy hereunder; it being understood and
intended that no one or more holders of bonds or
coupons shall have any right in any manner
whatever hereunder or under the bonds or coupons
by his or their action to affect, disturb or
prejudice the lien of this Indenture or to
enforce any right hereunder, except in the
manner herein provided, and that all proceedings
hereunder, at law or in equity, shall be
instituted, had and maintained in the manner
herein provided and for the ratable benefit of
all holders of such outstanding bonds and
coupons. Nothing herein contained shall,
however, affect or impair the obligation of the
Company, which is absolute and unconditional, to
pay the principal of and the interest on each of
the bonds to the respective holders thereof at
the time and place in the bonds and cou-

160

ports expressed, or affect or impair the right
of any bondholder, which is also absolute and
unconditional, to institute suit for the
enforcement of any such payment.

    Notwithstanding anything to the contrary in
this Section 13.20 contained, the Company, the
Trustee and the bondholders agree that 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 court may in its discretion require
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, 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; provided, however, that the
provisions of this paragraph shall not apply to
any suit instituted by the Trustee, to any suit
instituted by any bondholder or group of
bondholders, holding in the aggregate more than
10% in principal amount of the bonds then
outstanding, or to any suit instituted by any
bondholder for the enforcement of the payment of
the principal of or the interest on his bonds at
and after the maturity of such principal or
interest as expressed in such bonds.

    SECTION 13.21. The foregoing provisions of
this Article XIII are subject to the condition
that if, at any time after the occurrence of a
completed default and before any sale of the
mortgaged property shall have been made, all
arrears of principal and interest, with interest
upon all overdue principal and overdue
installments of interest at the rate or rates
borne by the bonds, respectively, of which the
principal or on which installments of interest
may be overdue, together with the reasonable
charges and expenses of the Trustee, its agents,
attorneys and counsel, and all other sums
payable by the Company hereunder, except the
principal of, and the interest accrued since the
next preceding interest date on, the bonds due
and payable solely by virtue of a declaration
made under Section 13.02, shall either be paid
by the Company or be collected and paid out of
the mortgaged property, and all other defaults,
if any, which shall have occurred, shall have
been remedied or cured, to the reasonable
satisfaction of the Trustee, then and in every
such case the Trustee, upon the written request
of the holders of a majority in principal amount
of the bonds then outstanding, shall waive any
such default and its consequences and rescind
any declaration previously made under Section
13.02; but no such waiver or recession shall

161

extend to or affect any subsequent default or
impair or exhaust any right or power consequent
thereon.

    In case the Trustee shall have proceeded to
enforce any right under this Indenture by
foreclosure, entry or otherwise, and such
proceedings shall have been discontinued or
abandoned because of such waiver or for any
other reason, or shall have been finally
determined adversely to the Trustee, then and in
every such case, the Company and the Trustee
shall severally and respectively be restored to
their former positions and rights hereunder in
respect of the mortgaged property, and all
rights, remedies and powers of the Trustee shall
continue as though no such proceedings had been
taken.

    No delay or omission of the Trustee or of
any holder of bonds to exercise any right or
power accruing upon or after any default, shall
impair any such right or power or shall be
construed to be a waiver of any such default or
an acquiescence therein; and every power and
remedy given hereunder to the Trustee or to the
bondholders, subject to the provisions of
Section 13.20, may be exercised from time to
time and as often as may be deemed expedient by
the Trustee or by the bondholders.

    Except as herein expressly provided to the
contrary, no remedy herein conferred upon or
reserved to the Trustee or to the bondholders is
intended to be exclusive of any other remedy or
remedies; but each and every such remedy shall
be cumulative, and shall be in addition to every
other remedy given hereunder or now or hereafter
existing at law or in equity.

    SECTION 13.22. The Trustee shall be entitled
and empowered, in its own name and as trustee of
an express trust, to file such proof of debt,
amendment of proof of debt, claim, petition or
other document as may be necessary or advisable
in order to have the claims of the Trustee and
of the holders of the bonds and coupons allowed
in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment,
reorganization or other similar proceedings
relative to the Company or any other obligor
upon the bonds, or to the creditors or property
of the Company or such obligor. The Trustee is
hereby irrevocably appointed (and the successive
respective holders of the bonds and coupons by
taking and holding such bonds and coupons shall
be conclusively deemed to have so appointed the
Trustee) the true and lawful attorney-in-fact of
the respective holders of the bonds and coupons,
with authority to make or file in the respective
names of the holders of the bonds and coupons,
or on behalf of all the holders of the bonds

162

and coupons as a class (subject to deduction
from any such claim of the amounts of any claims
filed by any of the holders of the bonds and
coupons themselves), any proof of debt,
amendment of proof of debt, claim, petition or
other document in any such proceedings and to
receive payment of any sums becoming
distributable on account thereof, and to execute
any other papers and documents and do and
perform any and all acts and things, for and on
behalf of such holders of the bonds and coupons,
as may be necessary or advisable in the opinion
of the Trustee in order to have the respective
claims of the Trustee and the holders of the
bonds and coupons against the Company or any
other obligor upon the bonds, or against the
property of the Company or such obligor, allowed
in any such proceedings, and to receive payment
of or on account of such claims; provided,
however, that nothing herein contained shall be
deemed to authorize or empower the Trustee to
consent to or accept or adopt, on behalf of any
holder of the bonds or coupons, any plan of
reorganization or readjustment of the Company
affecting the bonds or coupons. All rights of
action upon or under any of the bonds or coupons
or this Indenture (including the right of the
Trustee to file proof of debt, amendment of
proof of debt, claim, petition or other document
on behalf of the holders of the bonds and
coupons in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment,
reorganization or other similar proceedings, as
aforesaid) may be enforced by the Trustee,
notwithstanding the fact that it may not have
possession of any of the bonds or coupons, and
without the production thereof at any trial or
any proceedings relating thereto.

    SECTION 13.23. All rights, remedies and
powers provided by this Article XIII may be
exercised only to the extent that the exercise
thereof does not violate any applicable
provision of law in the premises, and all the
provisions of this Article XIII are intended to
be subject to all applicable mandatory
provisions of law that may be controlling in the
premises and to be limited to the extent
necessary so that they will not render this
Indenture invalid, unenforceable or not entitled
to be recorded or filed under the provisions of
any applicable law.

ARTICLE XIV

BONDHOLDER' ACTS AND HOLDINGS

    SECTION 14.01. Any request, direction or
other instrument required or permitted by this
Indenture to be signed or executed by
bondholders may

163

be in any number of concurrent writings of
similar tenor and may be signed or executed by
such bondholders in person or by attorney
appointed in writing.

    The signature to any such writing shall be
guaranteed by a bank or trust company located or
having a correspondent in the City of Chicago,
State of Illinois, or in the Borough of
Manhattan, The City of New York, State of New
York, or, if acceptable to the Trustee, by a
firm having a membership upon the Midwest Stock
Exchange or the New York Stock Exchange, or the
execution of such writing shall be acknowledged
before a notary public or other officer in any
jurisdiction, who by the laws thereof has power
to take acknowledgments or proofs of deeds
within such jurisdiction, or shall be supported
by an affidavit of a witness to such execution.

    In order to establish the fact of the
holding of coupon bonds not registered as to
principal and of the coupons thereto
appertaining, the amount, serial numbers and
series of such bonds, and the date of the
holding of such bonds by any person who as a
bondholder shall give any notice to the Trustee
or who shall request the Trustee to take any
action under any of the provisions of this
Indenture, each such holder shall exhibit such
bonds to the Trustee or shall deliver to it a
certificate executed by any trust company, bank,
banker or other depositary, satisfactory to the
Trustee, showing that at the date therein
mentioned such person had on deposit with or
exhibited to such trust company, bank, banker or
other depositary the bonds or coupons described
in such certificate and claimed to be the owner
thereof. Such holding shall be deemed to
continue until written notice to the contrary is
delivered to the Trustee.

     SECTION 14.02. Any action taken by the
Trustee or by the Company pursuant to this Indenture upon the request or
authority or consent of any person who, at the
time of making such request or giving such
authority or consent, is the holder of any bond
at the time outstanding, shall be conclusive and
binding upon all future holders of the same bond
and of bonds issued in exchange or substitution
therefor.

ARTICLE XV

IMMUNITY OF OFFICERS, STOCKHOLDERS AND DIRECTORS

    SECTION 15.01. No recourse under or upon any
obligation, covenant or agreement contained in
this Indenture, or in any bond or coupon, or
under

164

any judgment obtained against the Company, or by
the enforcement of any assessment or penalty, or
by any legal or equitable proceedings by virtue
of any constitution or statute or rule of law or
otherwise or under any circumstances, under or
independent of this Indenture, shall be had
against any incorporator, stockholder, officer
or director, past, present or future, of the
Company, either directly or through the Company
or otherwise, whether for the payment for or to
the Company or any receiver thereof, or for or
to the holder of any bond or coupon or
otherwise, of any sum that may be due and unpaid
by the Company upon any such bond or coupon or
under any covenant or provision of this
Indenture, or for any other relief whatsoever,
and any and all personal liability of every name
and nature, whether at law or in equity, or by
constitution or statute or rule of law or
otherwise, of any such incorporator,
stockholder, officer or director, whether for
the payment for or to the Company or any
receiver thereof, or for or to the holder of any
bond or coupon or otherwise, of any sum that may
remain due and unpaid upon the bonds and coupons
or any of them or under any covenant or
provision of this Indenture, or for any other
relief hereunder or under any or all of such
bonds or coupons, is hereby expressly waived and
released as a condition of and in consideration
for the execution of this Indenture and the
issuance of such bonds and coupons.

ARTICLE XVI

CONSOLIDATIONS, MERGERS AND SALES

    SECTION 16.01. Subject to the provisions of
Section 9.14, nothing in this Indenture
contained shall prevent any consolidation of the
Company with, or its merger into, any other
corporation, or any conveyance, transfer or
lease, subject to the lien of this Indenture, of
all or substantially all of the mortgaged
property to any corporation lawfully entitled to
acquire or lease and operate such property;
provided, however, and the Company covenants and
agrees, (a) that any such consolidation, merger,
conveyance, transfer or lease shall be upon such
terms as fully to preserve and in no respect to
impair the lien or security of this Indenture,
or any of the rights or powers of the Trustee or
of the bondholders hereunder, (b) that any such
lease shall be made expressly subject to
immediate termination by the lessor or by the
Trustee at any time during the continuance of a
completed default hereunder, and also by the
purchaser of the property so leased at any sale
thereof under the provisions of this Indenture,
whether such sale be made under the power of
sale herein conferred or pursuant to judicial
proceedings, and (c)

165

that upon any such consolidation, merger,
conveyance, transfer or lease, the due and
punctual payment of the principal of and the
interest on all bonds then outstanding 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, by an indenture supplemental hereto, duly
executed and recorded and in form satisfactory
to the Trustee, be expressly assumed by the
corporation formed by such consolidation or into
which the Company shall have been merged, or to
which any such conveyance, transfer or lease
shall have been made, except that it shall not
be required that any such supplemental indenture
executed by a lessee under any lease shall
obligate such lessee to pay any such principal
maturing, or interest accruing, subsequent to
the expiration of such lease, or to perform or
observe any of the other covenants or conditions
of this Indenture subsequent to such expiration.

    SECTION 16.02. In the case of any
consolidation, merger, conveyance or transfer
(other than by lease) permitted by Section
16.01, the corporation (hereinafter called the
"successor corporation") formed by such
consolidation or into which the Company shall
have been merged or which shall have received a
conveyance or transfer as aforesaid, upon
executing and causing to be recorded an
indenture supplemental hereto, as required by
the provisions of Section 16.01, shall succeed
to and be substituted for the Company, with the
same effect as if it had originally been named
as the Company herein. Without prejudice to the
generality of the foregoing, the successor
corporation thereupon may, subject to the
condition hereinafter stated, cause to be
executed, authenticated and delivered, either in
its own name or in the name of the Company, in
respect of property, including additions
thereto, of the successor corporation, such
bonds as could or might have been issued
hereunder by the Company had it acquired such
property by purchase on the date of such
consolidation, merger, conveyance or transfer
and had such consolidation, merger, conveyance
or transfer not occurred, and, upon the order of
the successor corporation in lieu of the
Company, and subject to all the terms,
conditions and restrictions in this Indenture
contained concerning the authentication and
delivery of bonds, the Trustee shall
authenticate and deliver any bonds which shall
have been previously signed and delivered by the
officers of the Company to the Trustee for
authentication, and all such other bonds as the
successor corporation shall thereafter, in
accordance with the provisions of this
Indenture, cause to be executed and delivered to
the Trustee for such purpose. All bonds so
issued

166

shall in all respects have the same legal rank
and security as the bonds theretofore issued in
accordance with the provisions of this Indenture
as though all of such bonds had been
authenticated and delivered at the date of the
execution hereof. Subject to the condition
hereinafter stated, the successor corporation
shall also have and may exercise in respect of
its property, and subject to all the terms,
conditions and restrictions in this Indenture
contained applicable thereto, whether as to the
withdrawal of cash, the reduction of cash
required to be deposited with the Trustee under
any of the provisions of this Indenture, or
otherwise, the same powers and rights which the
Company might or could exercise had it acquired
such property by purchase on the date of such
consolidation, merger, conveyance or transfer
and had such consolidation, merger, conveyance
or transfer not occurred. As a condition
precedent to the authentication and delivery of
any such additional bonds, as above provided, on
the basis of property, including additions
thereto, of the successor corporation, and as a
condition precedent to the withdrawal of cash or
the reduction of cash required to be deposited
with the Trustee under any of the provisions of
this Indenture, on the basis of property of the
successor corporation, the indenture to be
executed by the successor corporation as in
Section 16.01 provided, or a subsequent
indenture, shall contain a conveyance and
mortgage in terms sufficient to subject such
property to the lien hereof with the same force,
effect and standing as the lien of this
Indenture would have had if such consolidation,
merger, conveyance or transfer had not occurred,
and if the Company itself, on the date of such
consolidation, merger, conveyance or transfer,
had acquired or constructed such property, and
had requested, in respect thereof, the
authentication and delivery of bonds, the
withdrawal of cash or the reduction of cash
required to be deposited with the Trustee under
any of the provisions of this Indenture.

    In the case of any such consolidation,
merger, conveyance or transfer (other than by
lease), such changes in phraseology and form
(but not in substance) may be made in the bonds,
if any, thereafter to be issued as may be
appropriate.

    Prior to or concurrently with any such
consolidation, merger, conveyance, transfer or
lease, the Company shall file with the Trustee
an opinion of counsel stating, in the signer's
opinion, that all provisions and conditions
contained in Section 16.01 and in this Section
16.02 relating to such consolidation, merger,
conveyance, transfer or lease, and relating to
the supplemental indenture or indentures to be
executed in connection therewith, have been
complied with.

167

    SECTION 16.03. In the case of any
consolidation, merger, conveyance or transfer
permitted by Section 16.01, neither this
Indenture nor the indenture supplemental hereto
to be executed by the successor corporation as
in Section 16.01 provided shall, unless such
supplemental indenture shall otherwise provide,
become or be a lien upon any of the property or
franchises of the successor corporation except
(a) property and franchises acquired by it from
the Company and all other property and
franchises appurtenant thereto, and property
thereafter acquired or constructed by the
successor corporation forming an integral part
of, and being essential or convenient to the use
or operation of, any property then or thereafter
subject to the lien hereof, (b) property made
and used by the successor corporation as the
basis under any of the provisions of this
Indenture for the authentication and delivery of
additional bonds, the withdrawal of cash or the
reduction of cash required to be deposited with
the Trustee under any of the provisions of this
Indenture, and (c) such franchises and
additional property as may be acquired or
constructed by the successor corporation (1) to
maintain, renew and preserve the franchises
covered by this Indenture or to maintain the
property mortgaged or intended to be mortgaged
hereby as an operating system, in good repair,
working order and condition, or (2) in pursuance
of some covenant or agreement hereof to be kept
or performed by the Company.

ARTICLE XVII

THE TRUSTEE

    SECTION 17.01. The Trustee, for itself and
its successors, accepts the trust created by
this Indenture upon the terms and conditions
hereof, including the following, to all of which
the parties hereto and the holders from time to
time of the bonds agree:

         (a) The Trustee shall be entitled to
     reasonable compensation for all services
     rendered by it hereunder (which
     compensation shall not be limited by any
     provision of law in regard to the
     compensation of a trustee of an express
     trust), and such compensation, as well as
     the reasonable compensation of its counsel,
     and all other reasonable expenses incurred
     by the Trustee hereunder, and all taxes
     which may have been assessed against the
     Trustee as such or against any funds on
     deposit with it hereunder which the Trustee
     may be required or permitted by law to
     deduct from such deposit and to pay, the
     Company agrees to pay promptly on demand
     from time to time as such services

168

shall be rendered and as such expenses shall be
incurred. In default of such payment by the
Company, the Trustee shall have a lien therefor
on the mortgaged property and the proceeds
thereof prior to the lien of the bonds and
coupons and a lien therefor on any moneys held
by the Trustee hereunder prior to any rights in
such moneys of the holders of the bonds and
coupons. The Company also agrees to indemnify
the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred
without negligence or bad faith on the part of
the Trustee, arising out of or in connection
with the acceptance or administration of the
trust created hereby, as well as the costs and
expenses of defending against any claim of
liability in the premises.

    (b) The Trustee may execute any of the
trusts or powers hereof and perform any duty
hereunder either directly or by or through
agents or attorneys.

    (c) The Trustee shall not be responsible in
any manner whatsoever for the correctness of the
recitals herein or in the bonds (except for its
certificate of authentication thereon) or in the
coupons contained, all of which are made by the
Company solely; and the Trustee shall not be
responsible or accountable in any manner
whatsoever for or with respect to the validity
or execution or sufficiency of this Indenture,
or of any indenture supplemental hereto, or of
the bonds or coupons, or for the value of the
mortgaged property or any part thereof, or for
the title of the Company thereto, or for the
security afforded thereby and hereby, or for the
validity of any securities at any time held
hereunder, and the Trustee makes no
representation with respect thereto. The Trustee
shall not be accountable for the use or
application by the Company of any bonds
authenticated and delivered hereunder or of the
proceeds of such bonds, or for the use or
application of any moneys paid over in
accordance with any provision of this Indenture.

    (d) The Trustee, subject to the provisions
of Section 17.02, shall be under no obligation
to exercise any of the trusts or powers hereof
at the request, order or direction of any of the
bondholders, pursuant to the provisions of this
Indenture, unless such bondholders shall have
offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses
and liabilities to be incurred therein or
thereby.

    (e) The Trustee may consult with counsel
and, to the extent permitted by Section 17.02,
the opinion of such counsel shall be full and
complete authorization and protection in respect
of any action taken or suffered by the Trustee
hereunder in good faith and in accordance with
the opinion of such counsel.

    (f) The fact of the adoption of any
resolution by the Board of Directors or by the
stockholders of the Company and of the
effectiveness of

169

     such resolution at the time of the delivery
     thereof to the Trustee shall be
     sufficiently evidenced by the certificate
     of the Secretary or one of the Assistant
     Secretaries of the Company, under its
     corporate seal.

         (g) Any action taken by the Trustee
     pursuant to any provision hereof at the
     request or with the consent of any person
     who at the time is the holder of any bond
     shall be conclusive and binding in respect
     of such bond upon all future holders
     thereof, whether or not such bond shall
     have noted thereon the fact that such
     request or consent had been made or given.

         (h) The Trustee shall not be personally
     liable, in case of entry by it upon the
     mortgaged property, for debts contracted or
     liability or damages incurred in the
     management or operation of the mortgaged
     property.

         (i) The Trustee, to the extent
     permitted by Section 17.02, may rely, and
     shall be protected in acting upon, any
     resolution, certificate, statement,
     instrument, opinion, report, notice,
     request, consent, order, bond, coupon or
     other paper or document believed by it to
     be genuine and to have been signed or
     presented by the proper party or parties.

         (j) All cash received by the Trustee
     under or pursuant to any of the provisions
     of this Indenture (including any cash
     received by it as paying agent) shall
     constitute trust funds for the purposes for
     which such cash was paid or is held, but
     need not be segregated in any manner from
     any other moneys and may be deposited by
     the Trustee, under such conditions as may
     be prescribed by law, in its general
     banking department. The Trustee shall be
     under no liability for interest on any cash
     so received by it, except such interest as
     it may agree with the Company to pay
     thereon. If any such agreement shall be in
     effect, the Trustee, unless the Company
     shall be in default under any of the
     provisions of this Indenture, shall from
     time to time, upon the request of the
     Company and upon receipt of an officers'
     certificate stating that to the knowledge
     of the signers the Company is not so in
     default, forthwith pay over to the Company
     any such interest.

    SECTION 17.02. None of the provisions of
this Indenture shall be construed as relieving
the Trustee from liability for its own negligent
action, its own negligent failure to act, or its
own wilful misconduct, except that, anything in
this Indenture contained to the contrary
notwithstanding:

         (a) unless and until a completed
     default shall have occurred and shall be
     continuing;

         (1) the Trustee shall not be liable
     except for the performance of such duties
     as are specifically set out in this
     Indenture, and no implied covenants or
     obligations shall be read into this
     Indenture

170

          against the Trustee, whose duties and
          obligations shall be determined solely
          by the express provisions of this
          Indenture; and

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

         (b) the Trustee shall not be liable to
     any holder of bonds or coupons or to any
     other person 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 (the term
     "responsible officers of the Trustee", as
     used in this Article XVII, meaning the
     chairman of the board of directors, the
     president, every vice-president, the
     secretary, every assistant secretary, the
     treasurer, every trust officer, every
     assistant trust officer and every other
     officer and assistant officer of the
     Trustee customarily performing 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 his
     knowledge of and familiarity with the
     particular subject); and

         (c) the Trustee shall not be liable to
     any holder of bonds or coupons or to any
     other person with respect to any action
     taken or omitted to be taken by it in good
     faith, in accordance with the direction of
     the holders of a majority in principal
     amount of the bonds at the time out-
     standing, 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 it by this Indenture.

    If a completed default shall have occurred,
then, so long as such default shall be
subsisting, the Trustee shall exercise the
rights and powers vested in it by this
Indenture, and shall use the same degree of care
and skill in their exercise as a prudent man
would exercise or use under the circumstances in
the conduct of his own affairs.

    Notwithstanding any provision of this
Indenture authorizing the Trustee conclusively
to rely upon any certificates or opinions, the
Trustee may, if in its opinion it is necessary
or desirable, require any further evidence or
make any further investigation as to the facts
or matters stated therein which it may, in good
faith, deem reasonable in the circumstances; and
the

171

Trustee shall, if requested in writing so to do
by the holders of a majority in principal amount
of the bonds then outstanding, require such
further evidence and, if furnished with funds
sufficient to pay the cost thereof, make such
further investigation as may be specified in
such written request.

    If the Trustee shall determine or shall be
requested, as aforesaid, to make such further
investigation, it shall be entitled to examine
the mortgaged property and the books and records
of the Company; and unless satisfied, with or
without such investigation, of the truth and
accuracy of the matters stated in such
certificates or opinions, it shall be under no
obligation to grant any application or take or
permit any action hereunder. The reasonable
expense of every such examination shall be paid
by the Company or, if paid by the Trustee or the
bondholders, shall be repaid by the Company,
upon demand, with interest at the rate of 5% per
annum, and, until such repayment, shall be
secured by a lien on the mortgaged property and
the proceeds thereof prior to the lien of the
bonds and coupons.

    SECTION 17.03. The Trustee shall give to the
bondholders, in the manner and to the extent
provided under Section 17.10(c), notice of the
occurrence of all defaults known to it within
ninety days after the occurrence thereof, or
promptly after such default becomes known to it
if it learns of such default after such ninety-
day period, but in the case of any default of
the character specified under Section 13.02(e),
no such notice shall be given until at least
sixty days after the occurrence thereof;
provided, that, except in the case of a default
resulting from the failure to make any payment
of principal of or interest on the bonds, or in
the making of any sinking fund payment, the
Trustee may withhold such notice if and so long
as the board of directors, the executive
committee, a trust committee of directors or
responsible officers of the Trustee in good
faith determine that the withholding of such
notice is in the interests of the bondholders.
For the purposes of this Section 17.03, the term
"default" shall mean any event of default
specified in Section 13.02, not including in the
case of the defaults specified under Section
13.02(a), (c), (d) and (e) any periods of grace
provided for therein.

    Nothing herein contained shall require the
Trustee to give any notice of any default which
has been cured.

    SECTION 17.04. If the Trustee has or shall
acquire any conflicting interest as defined in
this Section 17.04, it shall, within ninety days
after ascertaining that it has such conflicting
interest, either eliminate such conflicting

172

interest or resign, such resignation to become
effective upon the appointment of a successor
and such successor's acceptance of such
appointment, and the Company shall take prompt
steps to have a successor appointed in the
manner provided in Section 17.06. For the
purposes of this Section 17.04 the Trustee shall
be deemed to have a conflicting interest if:

         (a) the Trustee is trustee under
     another indenture under which any other
     securities, or certificates of interest or
     participation in other securities, of the
     Company are outstanding, unless such other
     indenture is a collateral trust indenture
     under which the only collateral consists of
     bonds outstanding under this Indenture,
     provided, however, that there shall be
     excluded from the operation of this
     subparagraph (a) any indenture or
     indentures under which other securities or
     certificates of interest or participation
     in other securities of the Company are
     outstanding, if the Company shall have
     sustained the burden of proving, on
     application to the Securities and Exchange
     Commission and after opportunity for
     hearing thereon, that trusteeship under
     this Indenture and under such other
     indenture is not so likely to involve a
     material conflict of interest as to make it
     necessary in the public interest or for the
     protection of investors to disqualify the
     Trustee from acting as such under one of
     such indentures;

         (b) the Trustee or any of its directors
     or executive officers is an obligor upon
     the bonds issued under this Indenture or an
     underwriter for the Company;

         (c) the Trustee directly or indirectly
     controls or is directly or indirectly
     controlled by or is under direct or
     indirect common control with the Company or
     an underwriter for the Company;

         (d) the Trustee or any of its directors
     or executive officers is a director,
     officer, partner, employee, appointee, or
     representative of the Company or of an
     underwriter (other than the Trustee) for
     the Company who is currently engaged in the
     business of underwriting, except that (1)
     one individual may be a director and/or an
     executive officer of the Trustee and also a
     director and/or an executive officer of the
     Company, but may not be at the same time an
     executive officer of both the Trustee and
     of the Company, and (2), if and so long as
     the number of directors of the Trustee in
     office is more than nine, one additional
     individual may be a director and/or an
     executive officer of the Trustee and a
     director of the Company, and (3) the
     Trustee may be designated by the Company,
     or by any underwriter for the Company, to
     act in the capacity of transfer agent,
     registrar, custodian, paying agent, fiscal
     agent, escrow agent, or depositary, or in
     any other similar capacity, or,

173

subject to the provisions of (a) of this Section
17.04, to act as trustee, whether under an
indenture or otherwise;

    (e) 10% or more of the voting securities of
the Trustee is beneficially owned either by the
Company or by any director, partner or executive
officer of the Company or 20% or more of such
voting securities is beneficially owned,
collectively, by any two or more of such
persons; or 10% or more of the voting securities
of the Trustee is beneficially owned either by
an underwriter for the Company or by any
director, partner or executive officer of any
such underwriter, or is beneficially owned,
collectively, by any two or more such persons;

    (f) the Trustee is the beneficial owner of,
or holds as collateral security for an
obligation which is in default as hereinafter in
this Section 17.04 defined, (1) 5% or more of
the voting securities, or 10% or more of any
other class of security, of the Company, not
including bonds issued under this Indenture and
securities issued under any other indenture of
the Company under which the Trustee is also
trustee, or (2) 10% or more of any class of
security of any underwriter for the Company;

    (g) the Trustee is the beneficial owner of,
or holds as collateral security for an
obligation which is in default as hereinafter in
this Section 17.04 defined, 5% or more of the
voting securities of any person who, to the
knowledge of the Trustee, owns 10% or more of
the voting securities of, or controls directly
or indirectly or is under direct or indirect
common control with, the Company;

    (h) the Trustee is the beneficial owner of,
or holds as collateral security for an
obligation which is in default as hereinafter in
this Section 17.04 defined, 10% or more of any
class of security of any person who, to the
knowledge of the Trustee, owns 50% or more of
the voting securities of the Company; or

    (i) the Trustee owns, on May 15 in any
calendar year, in the capacity of executor,
administrator, testamentary or inter vivos
trustee, guardian, committee or conservator, or
in any other similar capacity, an aggregate of
25% or more of the voting securities, or of any
class of security, of any person, the beneficial
ownership of a specified percentage of which
would have constituted a conflicting interest
under (f), (g) or (h) of this Section 17.04. As
to any of such securities of which the Trustee
acquired ownership through becoming executor,
administrator or testamentary trustee of an
estate which included them, the provisions of
the preceding sentence shall not apply, for a
period of not more than two years from the date
of such acquisition, to the extent that such

174

     securities included in such estate do not
     exceed 25% of such voting securities or 25%
     of any such class of security. Promptly
     after May 15 in each calendar year, the
     Trustee shall make a check of its holdings
     of such securities in any of the above-
     mentioned capacities as of such May 15. If
     the Company fails to make payment in full
     of principal of or interest upon the
     outstanding bonds when and as such
     principal or interest becomes due and
     payable, and such failure continues for
     thirty days thereafter, the Trustee shall
     make a prompt check of its holdings of such
     securities in any of the above-mentioned
     capacities as of the date of the expiration
     of such thirty-day period, and after such
     date, notwithstanding the foregoing
     provisions of this subparagraph (i), all
     such securities so held by the Trustee,
     with sole or joint control over such
     securities vested in it, shall, but only so
     long as such failure shall continue, be
     considered as though beneficially owned by
     the Trustee, for the purposes of (f), (g)
     and (h) of this Section 17.04.

    In the event that any person shall at any
time become an obligor upon any of the bonds, so
long as such person shall continue to be such
obligor the provisions of (a) to (i), inclusive,
of this Section 17.04 shall be applicable to the
Trustee and such obligor with the same effect as
if the name of such obligor were substituted for
that of the Company in such provisions.

    The specification of percentages in (e) to
(i), inclusive, of this Section 17.04 shall not
be construed as indicating that the ownership of
such percentages of the securities of a person
is or is not necessary or sufficient to
constitute direct or indirect control for the
purposes of (c) or (g) of this Section 17.04.

    For the purposes of (f), (g), (h) and (i) of
this Section 17.04, (1) the terms "security" and
"securities" shall include only such securities
as are generally known as corporate securities,
but shall not include any note or other evidence
of indebtedness issued to evidence an obligation
to repay moneys lent to a person by one or more
banks, trust companies, or banking firms, or any
certificate of interest or participation in any
such note or evidence of indebtedness; (2) an
obligation shall be deemed to be in default when
a default in payment of principal shall have
continued for thirty days or more, and shall not
have been cured; and (3) the Trustee shall not
be deemed the owner or holder of (i) any
security which it holds as collateral security
(as trustee or otherwise) for an obligation
which is not in default as defined in (2) above,
or (ii) any security which it holds as collateral
security under this Indenture, irrespective of
any default hereunder, or (iii) any security
which it holds as agent for collection, or as a
custodian, escrow agent or depositary, or in any
similar representative capacity.

175

    For the purposes of this Section 17.04, the
term "underwriter", when used with reference to
the Company or any other obligor upon any of the
bonds, means every person who, within three
years prior to the time as of which the
determination is made, has purchased from the
Company or such obligor with a view to, or has
sold for the Company or such obligor in
connection with, the distribution of any
security of the Company or such obligor out-
standing at such time, or has participated or
has had a direct or indirect participation in
any such undertaking, or has participated or has
had a participation in the direct or indirect
underwriting of any such undertaking, but such
term shall not include a person whose interest
was limited to a commission from an underwriter
or dealer not in excess of the usual and
customary distibutors' or sellers' commission.

    For the purposes of this Section 17.04, the
term "person" means an individual, a
corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated
organization or a government or political sub-
division thereof.

    For the purposes of this Section 17.04, the
percentages of voting securities and other
securities referred to under (e) to (i),
inclusive, of this Section 17.04 shall be
calculated in accordance with the following
provisions:

         (1) A specified percentage of the
     voting securities of a person means such
     amount of the outstanding voting securities
     of such person as entitles the holder or
     holders thereof to cast such specified
     percentage of the aggregate votes which the
     holders of all the outstanding voting
     securities of such person are entitled to
     cast in the direction or management of the
     affairs of such person.

         (2) A specified percentage of a class
     of securities of a person means such
     percentage of the aggregate amount of
     securities of the class outstanding.

         (3) The term "amount", when used in
     regard to securities, means the principal
     amount if relating to evidences of
     indebtedness, the number of shares if
     relating to capital shares, and the number
     of units if relating to any other kind of
     security.

         (4) The term "outstanding" means issued
     and not held by or for the account of the
     issuer. The following securities shall not
     be deemed outstanding within the meaning of
     this definition:

              (i) securities of an issuer held
          in a sinking fund relating to securi-
          ties of the issuer of the same class;

              (ii) securities of an issuer held
          in a sinking fund relating to another
          class of securities of the issuer, if
          the obligation evidenced by such other
          class of securities is not in default
          as to principal or interest or
          otherwise;

176

              (iii) securities pledged by the
          issuer thereof as security for an
          obligation of the issuer not in
          default as to principal or interest or
          otherwise; and

              (iv) securities held in escrow if
          placed in escrow by the issuer
          thereof;

     provided, however, that any voting
     securities of an issuer shall be deemed
     outstanding if any person other than the
     issuer is entitled to exercise the voting
     rights thereof.

         (5) A security shall be deemed to be of
     the same class as another security if both
     securities confer upon the holder or
     holders thereof substantially the same
     rights and privileges; provided, however,
     that, in the case of secured evidences of
     indebtedness, all of which are issued under
     a single indenture, differences in the
     interest rates or maturity dates of various
     series thereof shall not be deemed
     sufficient to constitute such series
     different classes; and provided, further,
     that, in the case of unsecured evidences of
     indebtedness, differences in the interest
     rates or maturity dates thereof shall not
     be deemed sufficient to constitute them
     securities of different classes, whether or
     not they are issued under a single
     indenture.

    SECTION 17.05. If the Trustee shall at any
time cease to be a bank or trust company in good
standing organized and doing business under the
laws of the United States or of any State and
having its principal office in the City of
Chicago, State of Illinois, and having a
combined capital and surplus of not less than
$5,000,000, which is authorized under the laws
of the jurisdiction of incorporation to exercise
corporate trust powers and is subject to
supervision or examination by Federal or State
authority, then the Trustee shall resign within
thirty days thereafter, such resignation to be-
come effective upon the appointment of a
successor Trustee and such successor's
acceptance of such appointment. If the Trustee
publishes reports of condition at least
annually, pursuant to law or to the requirements
of the aforesaid supervising or examining
authority, the combined capital and surplus of
the Trustee shall be deemed to be its combined
capital and surplus as set forth in its most
recent report of condition so published. If the
Trustee shall fail or refuse to resign within
such period, or if the Trustee has or shall
acquire any conflicting interest of the
character specified in Section 17.04 and shall
fail or refuse either to eliminate such
conflicting interest or to resign within the
period in Section 17.04 provided in respect of
such resignation, then (a) the Trustee shall,
within ten days after the expiration of such
period, transmit notice of such failure or
refusal to the bondholders in

177

the manner and to the extent provided under
Section 17.10(c); and (b) any bondholder who has
been the bona fide holder of a bond for at least
six months may, subject to the provisions of
Section 13.20, 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, if
the Trustee fails, after written request
therefor by such bondholder, to comply with the
provisions of Section 17.04.

    SECTION 17.06. The Trustee and any successor
to the Trustee may resign and be discharged from
the trust created by this Indenture by giving
notice thereof in writing to the Company,
specifying the date when such resignation shall
take effect, and by giving notice thereof to the
bondholders, in the manner and to the extent
provided under Section 17.10 (c), and by
publishing such notice at least once a week for
three successive calendar weeks (the first such
publication to be not less than thirty days nor
more than sixty days prior to the effective date
of such resignation) in one authorized newspaper
in the City of Chicago, State of Illinois, and
in one authorized newspaper in the Borough of
Manhattan, The City of New York, State of New
York. Subject to the provisions of Sections
17.04 and 17.05, such resignation shall take
effect on the date specified in such notice
unless previously a successor Trustee shall have
been appointed as hereinafter provided, in which
event such resignation shall take effect upon
the appointment of such successor Trustee.

    The Trustee or any successor Trustee may be
removed at any time by the holders of a majority
in principal amount of the bonds at the time
outstanding, upon payment to the Trustee so
removed of all moneys then due to it hereunder,
by an instrument or concurrent instruments in
writing, signed in duplicate by such holders.
One copy shall be filed with the Company and the
other with the Trustee so removed.

    In case at any time the Trustee or any
successor Trustee shall resign, be dissolved or
be removed or otherwise shall become
disqualified to act or incapable of acting, or
in case control of the Trustee or of any
successor Trustee, or of its officers shall be
taken over by any public officer or officers,
the Company, by an instrument in writing,
executed by order of the Board of Directors,
shall appoint a successor Trustee. Every
successor Trustee shall be a bank or trust
company in good standing organized and doing
business under the laws of the United States or
of any State, having its principal office in the
City of Chicago, State of Illinois, and (a)
which shall be a cor-

178

poration having a combined capital and surplus
of not less than $5,000,000, (b) which shall be
authorized under the laws of the jurisdiction of
incorporation to exercise corporate trust
powers, and (c) which shall be subject to
supervision or examination by a Federal or State
authority. If such successor Trustee publishes
reports of condition at least annually, pursuant
to law or to the requirements of such
supervising or examining authority, the combined
capital and surplus of such successor Trustee
shall be deemed to be its combined capital and
surplus as set forth in its most recent report
of condition so published.

    If in a proper case no appointment of a
successor Trustee shall be made pursuant to the
foregoing provisions of this Article XVII within
six months after a vacancy shall have occurred
in the office of Trustee, the holder of any bond
or the retiring Trustee may apply to any court,
State or Federal, having jurisdiction to appoint
a successor Trustee, and such court may there-
upon, after such notice, if any, as such court
may deem proper and prescribe, appoint a
successor Trustee.

    SECTION 17.07. Any successor Trustee
appointed hereunder shall execute, acknowledge
and deliver to its predecessor Trustee and also
to the Company, an instrument in writing
accepting such appointment hereunder, and
thereupon such successor Trustee, without any
further act, deed or conveyance, shall become
fully vested with all the estates, authority,
rights, trusts, powers, duties and obligations
of its predecessor Trustee and be entitled to
the immediate delivery by such predecessor
Trustee of any part of the mortgaged property in
the hands or under the control of such
predecessor Trustee and all the estate, right,
title and interest of such predecessor Trustee
in the mortgaged property shall wholly cease and
determine; but the Trustee ceasing to act shall
nevertheless, on the written request of the
Company or of the successor Trustee, execute,
acknowledge and deliver an appropriate
instrument in writing transferring to such
successor Trustee upon the trusts herein
expressed, all the estates, properties, rights,
powers and trusts of the predecessor Trustee so
ceasing to act (but may retain and reserve its
lien upon the mortgaged property for its
reasonable compensation and expenses, if any
thereof remain unpaid), and shall duly assign,
transfer and deliver all property and cash held
by such Trustee to the successor Trustee, it
being understood that all securities, cash and
other pledged property the custody of which is
given to the Trustee shall always be in its
custody or in that of its proper successor in
trust. Should any deed, conveyance or instrument
in writing from the Company be required by the
suc-

179

cessor Trustee for more fully and certainly
vesting in, and confirming to, such successor
Trustee such estates, rights, powers and duties,
any and all such deeds, conveyances and
instruments in writing shall be executed
acknowledged and delivered by the Company to the
successor Trustee upon the latter's request. The
Company shall promptly give notice of the ap-
pointment of any successor Trustee to the
bondholders in the manner and to the extent
provided under Section 17.10(c) and by
publishing such notice at least once in each
week for two successive calendar weeks in one
authorized newspaper in the City of Chicago,
State of Illinois, and in one authorized
newspaper in the Borough of Manhattan, The City
of New York, State of New York.

    SECTION 17.08. Any corporation into which
the Trustee or any successor Trustee may be
merged or with which it or any successor Trustee
may be consolidated, or any corporation
resulting from any merger or consolidation to
which the Trustee or any successor Trustee may
be a party, shall, subject to the provisions of
Section 17.04 and 17.05, be the successor
Trustee under this Indenture, without the
execution or filing of any instrument or the
performance of any further act on the part of
the parties hereto.

    In case any of the bonds to be issued
hereunder shall have been authenticated but not
delivered, any successor Trustee may adopt the
certificate of authentication of the Trustee or
of any successor to it, and deliver such bonds
as so authenticated; and in case any of the
bonds shall not have been authenticated, any
successor Trustee may authenticate such bonds in
its own name; and in all such cases such
certificate shall have the full force which it
is anywhere in the bonds or in this Indenture
provided that the certificate of the Trustee
shall have.

    SECTION 17.09. (a) If the Trustee in its
individual capacity shall be or shall become a
creditor, directly or indirectly, secured or
unsecured, of the Company (other than in a
relationship of the nature specified under (f)
of this Section 17.09) within four months prior
to a default, as defined under (e) of this
Section 17.09, or subsequent to such a default,
then, unless and until such default shall be
cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee
in its individual capacity, and of the indenture
security holders, as defined under (e) of this
Section 17.09:

         (1) an amount equal to any and all
     reductions in the amount due and owing to
     the Trustee upon any claim as such creditor
     in respect of principal or interest,
     effected after the beginning of such four
     months'

180

     period and valid as against the Company and
     its other creditors, except any such
     reduction resulting from the receipt or
     disposition of any property described under
     (a)(2) of this Section 17.09, or from the
     exercise of any right of set-off which the
     Trustee could have exercised if a petition
     in bankruptcy had been filed by or against
     the Company upon the date of such default;
     and

         (2) all property received by the
     Trustee in respect of any claim as such
     creditor, either as security therefor, or
     in satisfaction or composition thereof, or
     otherwise, after the beginning of such four
     months' period, or an amount equal to the
     proceeds of any such property, if disposed
     of, subject, however, to the rights, if
     any, of the Company and its other creditors
     in such property or such proceeds.

     (b) Nothing contained in this Section 17.00
shall affect the right of the Trustee:

         (1) to retain for its own account (i)
     payments made on account of any such claim
     described under (a) of this Section 17.09
     by any person, other than the Company, who
     is liable thereon, and (ii) the proceeds of
     the bona fide sale of any such claim by the
     Trustee to a third person, and (iii)
     distributions made in cash, securities or
     other property in respect of claims filed
     against the Company in bankruptcy or
     receivership or in proceedings for
     reorganization pursuant to the Bankruptcy
     Act or applicable State law;

         (2) to realize, for its own account,
     upon any property held by the Trustee as
     security for any such claim, if such
     property was so held prior to the beginning
     of such four months' period;

         (3) to realize, for its own account,
     but only to the extent of the claim
     hereinafter mentioned, upon any property
     held by the Trustee as security for any
     such claim, if such claim was created after
     the beginning of such four months' period
     and such property was received as security
     therefore simultaneously with the creation
     thereof, and if the Trustee shall sustain
     the burden of proving that at the time such
     property was so received the Trustee had no
     reasonable cause to believe that a default,
     as defined under (e) of this Section 17.09,
     would occur within four months; or

        (4) to receive payment on any claim
     referred to under (b)(2) or (3) of this
     Section 17.09 against the release of any
     property held as security for any such
     claim as provided under (b)(2) or (3) of
     this Section 17.09, as the case may be, to
     the extent of the fair value of such
     property.

    For the purposes of (b)(2), (3) and (4) of
this Section 17.09, property substituted after
the beginning of such four months' period for
property held as security at the time of such
substitution shall, to the extent of the

181

fair value of the property released, have the
same status as the property released, and, to
the extent that any such claim referred to under
(b)(2), (3) and (4) of this Section 17.09 is
created in renewal of or in substitution for or
for the purpose of repaying or refunding any
preexisting claim of the Trustee as such
creditor, such claim shall have the same status
as such preexisting claim of the Trustee.

    (c) If the Trustee shall be required to
account, as in this Section 17.09 provided, the
funds and property held in such special account
and the proceeds thereof shall be apportioned
between the Trustee and the indenture security
holders in such manner that the Trustee and the
indenture security holders realize, as a result
of payments from such special account and pay-
ments of dividends on claims filed against the
Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the
Bankruptcy Act or applicable State law, the same
percentage of their respective claims, figured
before crediting to the claim of the Trustee
anything on account of the receipt by the
Trustee from the Company of the funds and
property in such special account and before
crediting to the respective claims of the
Trustee and the indenture security holders
dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for
reorganization pursuant to the Bankruptcy Act or
applicable State law, but after crediting
thereon receipts on account of the indebtedness
represented by their respective claims from all
sources other than from such dividends and from
the funds and property so held in such special
account. As used under this paragraph (c) with
respect to any claim, the term "dividends" shall
include any distribution with respect to such
claim, in bankruptcy or receivership or in
proceedings for reorganization pursuant to the
Bankruptcy Act or applicable State law, whether
such distribution is made in cash, securities,
or other property, but shall not include any
such distribution with respect to the secured
portion, if any, of such claim. The court in
which such bankruptcy, receivership, or
proceeding for reorganization is pending shall
have jurisdiction (i) to apportion between the
Trustee and the indenture security holders, in
accordance with the provisions of this paragraph
(c), the funds and property held in such special
account and the proceeds thereof, or (ii) in
lieu of such apportionment, in whole or in part,
to give to the provisions of this paragraph (c)
due consideration in determining the fairness of
the distributions to be made to the Trustee and
the indenture security holders with respect to
their respective claims, in which event it shall
not be necessary to liquidate or to appraise the
value of any

182

securities or other property held in such
special account or as security for any such
claim, or to make a specific allocation of such
distributions as between the secured and
unsecured portions of such claims, or otherwise
to apply the provisions of this paragraph (c) as
a mathematical formula.

    (d) In case the Trustee shall have resigned
or been removed after the beginning of such four
months' period, it shall nevertheless be subject
to the provisions of this Section 17.09 as
though such resignation or removal had not
occurred. If the Trustee shall have resigned or
been removed prior to the beginning of such four
months' period, it shall nevertheless be subject
to the provisions of this Section 17.09, if and
only if the receipt of property or reduction of
claim which would have given rise to the
obligation to account, if the Trustee had
continued as such Trustee, occurred after the
beginning of such four months' period and within
four months after such resignation or removal.

    (e) As used in this Section 17.09, the term
"default" means any failure to make payment in
full of principal or interest, when and as such
principal or interest becomes due and payable,
upon the bonds outstanding under any indenture
which has been qualified under the Trust
Indenture Act of 1939, and under which the
Trustee is also a trustee and the Company is
obligor.

    As used in this Section 17.09, the term
"indenture security holders" means all holders
of securities outstanding under any such
indenture under which any default exists.

    In the event that any person shall at any
time become an obligor upon any of the indenture
securities, so long as such person shall
continue to be such obligor the provisions of
this Section 17.09, in addition to being appli-
cable to the Trustee and the Company, shall be
applicable to the Trustee and such obligor with
the same effect as if the name of such obligor
were substituted for the Company in this Section
17.09.

    (f) The Trustee shall not be required to
account, as provided in this Section 17.09, if
the creditor relationship arises from:

         (1) the ownership or acquisition of
     securities issued under any indenture, or
     any security or securities having a
     maturity of one year or more at the time of
     acquisition by the Trustee;

         (2) advances authorized by a
     receivership or bankruptcy court of
     competent jurisdiction, or by the terms and
     provisions of this Indenture, for the
     purpose of preserving the property subject
     to the lien here-

183

     of or of discharging tax liens or other
     prior liens or encumbrances on the
     mortgaged property, if notice of such
     advances and of the circumstances
     surrounding the making thereof is given to
     the indenture security holders, as defined
     under (e) of this Section 17.09, at the
     time and in the manner provided in this
     Indenture;

         (3) disbursements made in the ordinary
     course of business in the capacity of
     trustee under an indenture, transfer agent,
     registrar, custodian, paying agent, fiscal
     agent or depository, or other similar ca-
     pacity;

         (4) an indebtedness created as a result
     of services rendered or premises rented; or
     an indebtedness created as a result of
     goods or securities sold in a cash
     transaction, as defined in this Section
     17.09;

         (5) the ownership of stock or of the
     other securities of a corporation organized
     under the provisions of Section 25(a) of
     the Federal Reserve Act, as amended, which
     is directly or indirectly a creditor of the
     Company or any other obligor upon the bonds
     issued under this Indenture; or

         (6) the acquisition, ownership,
     acceptance or negotiation of any drafts,
     bills of exchange, acceptances or
     obligations, which fall within the
     classification of self-liquidating paper,
     as defined in this Section 17.09.

    The term "security" or "securities", as used
under this paragraph (f), shall have the meaning
assigned to such term in the Securities Act of
1933, as in effect on the date hereof.

    The term "cash transaction", as used under
this paragraph (f), means any transaction in
which full payment for goods or securities sold
is made within seven days after delivery of the
goods or securities in currency or in checks or
other orders drawn upon banks or bankers and
payable upon demand.

    The term "self-liquidating paper", as used
under this paragraph (f), means any draft, bill
of exchange, acceptance or obligation which is
made, drawn, negotiated or incurred by the
obligor for the purpose of financing the
purchase, processing, manufacture, shipment,
storage or sale of goods, wares or merchandise
and which is secured by documents evidencing
title to, possession of or a lien upon the
goods, wares or merchandise or the receivables
or proceeds arising from the sale of the goods,
wares and merchandise previously constituting
the security, provided the security is received
by the Trustee simultaneously with the creation
of the creditor rela-

184

tionship with the obligor arising from the
making, drawing, negotiating or incurring of the
draft, bill of exchange, acceptance or
obligation.

    SECTION 17.10. (a) The Trustee shall, so
long as any bonds are outstanding, transmit to
the bondholders, as hereinafter provided, on or
before March 1 in each year beginning with the
year 1955, a brief report as of the last
preceding December 31 with respect to:

         (1) the eligibility of the Trustee
     under Section 17.05, and its qualification
     under Section 17.04, or in lieu thereof, if
     to the best of its knowledge it has
     continued to be eligible and qualified
     under such sections, a written statement to
     such effect;

         (2) the character and amount of any
     advances (and if it elects so to state, the
     circumstances surrounding the making
     thereof) made by it as Trustee hereunder
     which remain unpaid on the date of such
     report, and for the reimbursement of which
     it claims or may claim a lien or charge,
     prior to that of the bonds, on the
     mortgaged property or on property or funds
     held or collected by it, as Trustee, if
     such advances so remaining unpaid aggregate
     more than 1/2 of 1% of the principal amount
     of the bonds outstanding on such date;

         (3) the amount, interest rate and
     maturity date of all other indebtedness
     owing to it in its individual capacity, on
     the date of such report, by the Company and
     by any other obligor upon the bonds, with a
     brief description of any property held as
     collateral security therefor, except an
     indebtedness based upon a creditor
     relationship arising in any manner
     described under Section 17.09(f)(2), (3),
     (4) or (6);

         (4) the property and funds physically
     in the possession of the Trustee in such
     capacity on the date of such report, or of
     a depository for it;

         (5) any release, or release and
     substitution, of any of the mortgaged
     property (and the consideration therefor,
     if any) which it has not previously
     reported; provided, however, that to the
     extent that the aggregate value as shown by
     the release papers of any or all of such
     released properties does not exceed an
     amount equal to 1% of the principal amount
     of bonds then outstanding, the report need
     only indicate the number of such releases,
     the total value of property released as
     shown by the release papers, the aggregate
     amount of cash received and the aggregate
     value of property received in substitution
     therefor as shown by the release papers;

         (6) any additional issue of bonds
     hereunder which it has not previously
     reported; and

         (7) any action taken by the Trustee in
     the performance of its duties under this
     Indenture which it has not previously
     reported and which

185

     in its opinion materially affects the bonds
     or the mortgaged property, except action in
     respect of a default, notice of which has
     been or is to be withheld by the Trustee in
     accordance with Section 17.03.

    (b) The Trustee shall, so long as any bonds
shall be outstanding, also transmit to the
bondholders, as hereinafter provided, within the
times hereinafter specified, a brief report with
respect to:

         (1) the release, or release and
     substitution, of property subject to the
     lien of this Indenture (and the
     consideration therefor, if any) unless the
     fair value of such property, as set forth
     in the engineer's certificate required in
     connection with any release or substitution
     hereunder, is less than 10% of the
     principal amount of the bonds outstanding
     at the time of such release, or such
     release and substitution, such report to be
     so transmitted within ninety days after
     such time; and

         (2) the character and amount of any
     advances (and, if it elects so to state,
     the circumstances surrounding the making
     thereof) made by it as Trustee since the
     date of the last report transmitted
     pursuant to the provisions of (a) of this
     Section 17.10 (or, if no such report has
     been so transmitted, since the actual date
     of execution and delivery of this
     Indenture) for the reimbursement of which
     it claims or may claim a lien or charge,
     prior to that of the bonds, on the
     mortgaged property or on property or funds
     held or collected by it as Trustee and
     which it had not previously reported
     pursuant to this subparagraph (b), if such
     advances remaining unpaid at any time
     aggregate more than 10% of the principal
     amount of bonds outstanding at such time,
     such report to be so transmitted within
     ninety days after such time.

    (c) All reports required by this Section
17.10, and all other reports or notices which
are required by any other provision of this
Indenture to be transmitted in accordance with
the provisions of this Section 17.10, shall be
transmitted by mail:

         (1) to all registered owners of bonds,
     as the names and addresses of such owners
     appear upon the registry books of the
     Company;

         (2) to such holders of bonds as have,
     within the two years preceding such
     transmission, filed their names and
     addresses with the Trustee for that
     purpose; and

         (3) except in the case of reports
     pursuant to (b) of this Section 17.10, to
     all holders of bonds whose names and
     addresses are preserved at the time by the
     Trustee pursuant to Section 17.11(a).

    The Trustee shall, at the time of the
transmission to the bondholders of any report or
notice pursuant to this Section 17.10, file a
copy thereof with

186

each stock exchange, if any, upon which the
bonds are listed and with the Securities and
Exchange Commission. Upon the listing of the
bonds or any series thereof upon any stock
exchange the Company shall so advise the
Trustee.

    SECTION 17.11. (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 bonds (1) contained
in the most recent list furnished to it as
provided under Section 9.17(d), (2) received by
it in the capacity of paying agent hereunder,
and (3) filed with it within the two immediately
preceding years by holders of bonds for the
purpose of receiving reports pursuant to the
provisions of Section 17.10(c)(2).

    The Trustee may (i) destroy any list
furnished to it as provided under Section
9.17(d) upon receipt of a new list so furnished,
(ii) destroy any information received by it as
paying agent upon delivering to itself as
Trustee, not earlier than forty-five days after
an interest payment date of the bonds, a list
containing the names and addresses of the
holders of bonds obtained from such information
since the delivery of the next previous list, if
any, (iii) destroy any list delivered to itself
as Trustee which was compiled from information
received by it as paying agent upon the receipt
of a new list so delivered, and (iv) destroy any
information filed with it by holders of bonds
for the purpose of receiving reports pursuant to
the provisions of Section 17.10(c)(2), but not
until two years after such information has been
filed with it.

    (b) Within five business days after receipt
by the Trustee of a written application by any
three or more bondholders stating that the
applicants desire to communicate with other
bondholders with respect to their rights under
this Indenture or under the bonds, and
accompanied by a copy of the form of proxy or
other communication which such applicants
propose to transmit, and by reasonable proof
that each such applicant has owned a bond or
bonds for a period of at least six months
preceding such application, the Trustee shall,
at its election, either (1) afford to such
applicants access to the information preserved
at the time by the Trustee in accordance with
the provisions of (a) of this Section 17.11, or
(2) inform such applicants as to the approximate
number of bondholders whose names and addresses
appear in the information preserved at the time
by the Trustee in accordance with the provisions
of (a) of this Section 17.11, and as to the
approximate cost of mailing to the bondholders
the form of proxy or other com-

187

munication, if any, specified in such
application. If the Trustee shall elect not to
afford to such applicants access to such
information, the Trustee shall, upon the written
request of such applicants, mail to all
bondholders whose names and addresses appear in
the information preserved at the time by the
Trustee in accordance with the provisions of (a)
of this Section 17.11, copies 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 the payment, or provision for the
payment, of the reasonable expenses of such
mailing, unless within five days after such
tender the Trustee shall mail to such
applicants, and file with the Securities and
Exchange 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 bondholders or would be in
violation of applicable law. Such written state-
ment shall specify the basis of such opinion. If
the Securities and Exchange 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,
such Commission shall find, after notice and
opportunity for a 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
bondholders 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.

    Within five business days after receipt by
the Trustee of the written application from
bondholders desiring to communicate with other
bondholders, hereinabove referred to, the
Trustee shall notify the Company in writing of
the receipt of such application and shall
furnish the Company with a copy thereof, and
shall advise the Company what action the Trustee
has taken or proposes to take with respect to
such application. In case the Trustee shall file
with the Securities and Exchange Commission a
written statement as hereinabove provided, the
Trustee shall, within five days after the filing
of such statement, notify the Company in writing
of such filing and furnish the Company with a
copy of such statement, and shall advise the
Company promptly of any notice or other
communications received from the Securities and
Exchange Commission relating to such statement.

188

    The Trustee shall not be liable or
accountable to the Company or to any bondholder
by reason of the disclosure of any such
information as to the names and addresses of the
bondholders in accordance with the provisions of
this Section 17.11, regardless of the source
from which such information was derived, nor by
reason of the mailing of any material pursuant
to a request made under this Section 17.11.

    SECTION 17.12. Subject to the provisions of
Sections 17.04, 17.09 and 17.10, the Trustee may
acquire and hold bonds and coupons and otherwise
deal with the Company in the same manner and to
the same extent and with like effect as though
it were not Trustee hereunder.

    SECTION 17.18. The Trustee may comply with
any rule, regulation or order of the Securities
and Exchange Commission made pursuant to the
terms and provisions of the Trust Indenture Act
of 1939 and shall be fully protected in so doing
in good faith notwithstanding that such rule,
regulation or order may thereafter be amended or
rescinded or determined by judicial or other
authority to be invalid for any reason, but
nothing herein contained shall require the
Trustee to take any action or omit to take any
action in accordance with such rule, regulation
or order, except as in this Indenture otherwise
required.

ARTICLE XVIII

DISCHARGE OF INDENTURE

    SECTION 18.01. If and when the Company shall
pay or cause to be paid to the holders of the
bonds and coupons the principal of such bonds
and the premium, if any, and the interest
thereon, at the times and in the manner in such
bonds and coupons and in this Indenture
provided, and the Company shall also pay or
cause to be paid all other sums payable
hereunder by the Company, then and in that event
the mortgaged property shall revert to the
Company and the entire estate, right, title and
interest therein of the Trustee and of the
holders of such bonds and coupons shall
thereupon cease, determine and become void, and
thereupon the Trustee shall, upon the order of
the Company, pay over and deliver to the Company
all cash (other than cash deposited with the
Trustee for the payment or redemption of such
bonds and coupons) and all securities then on
deposit with or held by the Trustee, and the
Trustee shall thereupon cancel and discharge the
lien of this Indenture and execute and deliver,
upon the

189

order of the Company, such deeds or other
instruments as shall be requisite to satisfy and
discharge the lien hereof and to reconvey all of
the mortgaged property then subject to such
lien; but the Trustee shall take such action
only upon the receipt by the Trustee of an
officers' certificate and an opinion of counsel,
each stating that all conditions precedent
provided for in this Indenture relating to such
satisfaction, discharge and reconveyance have
been complied with.

    Bonds and coupons for the payment or
redemption of which cash in the necessary amount
shall have been deposited with or shall be held
by the Trustee, with irrevocable direction to
apply such cash to such payment or redemption
and, in the case of bonds to be redeemed, with
irrevocable authorization to give and complete
such notice of redemption as may be required in
the event such notice shall not theretofore have
been given, shall be deemed to be paid within
the meaning of this Article XVIII.

    The Company may at any time surrender to the
Trustee for cancellation any bonds of any series
previously authenticated and delivered
hereunder, accompanied by coupons, in the case
of coupon bonds, and instruments of transfer, in
the case of registered bonds without coupons or
coupon bonds registered as to principal, all as
provided in Section 4.15, and thereupon such
bonds and coupons shall be deemed to be paid
within the meaning of this Article XVIII.

    In the event that any bond shall not be
presented for payment when the principal thereof
becomes due, either at maturity or upon
redemption or otherwise, or in the event that
any coupon appertaining to any such bond shall
not be presented for payment at the due date
thereof, and the Company shall have on deposit
with the Trustee on the date when such bond or
such coupon so becomes due, cash sufficient to
pay the principal of such bond, the premium, if
any, thereon, and all interest due thereon to
the date of maturity of such bond or to the date
fixed for the redemption thereof, or to pay such
coupon, as the case may be, with irrevocable
direction to apply such cash to such payment,
then interest on such bond and all liability of
the Company to the holder thereof for the
payment of the principal thereof and premium, if
any, thereon, or to the holder of such coupon
for the payment thereof, as the case may be,
shall forthwith cease, determine and be
completely discharged; and thereupon it shall be
the duty of the Trustee, subject to the
provisions of Section 18.02, to hold the cash so
deposited for the benefit of the holder of such
bond or coupon, as the case may be, which

190

holder shall thereafter be restricted
exclusively to such cash for any claim of
whatsoever nature on the part of such holder
with respect to such bond or such coupon, and
shall no longer be entitled to any lien or
benefit of this Indenture.

    SECTION 18.02. Any cash deposited by the
Company with the Trustee for the payment of
bonds and coupons or for the purpose of
effecting the redemption of bonds, which cash
shall remain unclaimed by the holders of such
bonds or coupons for ten years (or for such
other period as may be prescribed by the statute
of limitations of the State of Illinois, then in
force, with respect to evidences of indebtedness
in writing) after the respective date or dates
of maturity of such bonds or coupons or after
the date fixed for the redemption of such bonds
prior to maturity, as the case may be, shall be
repaid by the Trustee to the Company upon its
request and notwithstanding the expressed
irrevocability of any direction previously given
by the Company to the Trustee, pursuant to any
of the provisions of this Indenture, in respect
of the application of such cash. Before being
required to make any such repayment the Trustee
may, at the expense of the Company, cause to be
published in one authorized newspaper in the
City of Chicago, State of Illinois, and in one
authorized newspaper in the Borough of
Manhattan, The City of New York, State of New
York, at least once in each of two successive
calendar weeks, notice that such cash remains
unclaimed and that, after a date specified in
such notice, the balance of such cash then
unclaimed will be repaid to the Company.

ARTICLE XIX

MEETINGS OF BONDHOLDERS

    SECTION 19.01. Modifications and alterations
of this Indenture or of any indenture
supplemental hereto or of the rights and
obligations of the Company or of the holders of
outstanding bonds and coupons may be made, and
compliance with any provision of this Indenture
or of such supplemental indenture may be waived,
as hereinafter provided in this Article XIX.

    SECTION 19.02. The Trustee may at any time,
at its own instance, call a meeting of the
bondholders, and it may also call such a meeting
on the written request of the Company, evidenced
by a resolution, or of the holders of not less
than 10% in principal amount of the bonds then
outstanding, such request to set forth the
business to be submitted to the meeting. In the

191

event of the failure of the Trustee to call a
meeting within ten days after being requested so
to do as above provided, the holders of not less
than 10% in principal amount of the bonds then
outstanding may call such meeting. Every such
meeting called by or at the instance of the
Trustee shall be held at the office of the
Trustee or, at the election of the Trustee and
with the written approval of the Company, at
such other place as shall be designated by the
Trustee. Written notice of such meeting, stating
the place and time thereof and the business to
be submitted to the meeting, shall be mailed by
the Trustee not less than thirty nor more than
forty-five days before the meeting (a) to the
bondholders in the manner and to the extent
provided under Section 17.10(c), and (b) to the
Company addressed to it at 50 Fox Street,
Aurora, Illinois (or at such other address as
may be designated by the Company from time to
time), and such notice shall be published by the
Trustee in one authorized newspaper in the City
of Chicago, State of Illinois, and in one
authorized newspaper in the Borough of
Manhattan, The City of New York, State of New
York, at least once in each of three successive
calendar weeks immediately preceding the
meeting, the first publication to be not less
than thirty nor more than forty-five days before
the meeting; provided, however, that the mailing
of such notice shall in no case be a condition
precedent to the validity of any such meeting or
of any action taken thereat, and neither failure
to mail such notice nor any imperfection or de-
fect in such notice shall affect the validity of
any such meeting or of any action taken thereat.
If such meeting is called by either the Company
or the bondholders, it shall be held at such
place as may be specified in the notice calling
such meeting and notice thereof shall be
sufficient for all purposes hereof if given
solely by newspaper publication as aforesaid,
stating the place and time of the meeting and
the business to be submitted to the meeting. Any
meeting of bondholders shall be valid without
notice if the holders of all bonds then
outstanding are present in person or by proxy
and if the Company and the Trustee are present
by duly authorized representatives, or if notice
is waived in writing before or after the meeting
by the Company, by the holders of all bonds then
outstanding, or by such as are not present in
person or by proxy, and by the Trustee.

    SECTION 19.03. Officers and nominees of the
Trustee and of the Company may attend and be
heard at any meeting, but as such shall not be
entitled to vote. Attendance by bondholders may
be in person or by proxy. In order that the
holders of bonds not registered as to principal
and their proxies may attend and vote without
producing their bonds, the Trustee, with respect
to

192

any meeting called by the Trustee, may make, and
from time to time vary, such regulations as it
shall deem fit for the deposit of bonds with any
bank or trust company, and for the issue to the
persons so depositing such bonds of certificates
by such depositary entitling the holders thereof
to be present and vote at such meeting and to
appoint proxies to represent them and vote for
them in the same manner as if the persons so
present and voting, either personally or by
proxy, were the actual bearers of the bonds with
respect to which such certificates shall have
been issued, and any regulations so made shall
be binding and effective. With respect to any
meeting called by the Company or by bondholders
upon failure of the Trustee to call such meeting
after having been requested so to do under the
provisions of Section 19.02, regulations to like
effect for such deposit of bonds with, and for
such issue of certificates by, any bank or trust
company organized under the laws of the United
States of America or of any state thereof,
having a capital and surplus aggregating not
less than $500,000, shall be similarly binding
and effective for all purposes hereof if adopted
or approved by the Board of Directors, if such
meeting shall have been called by the Company,
or, if called by the bondholders, adopted or
approved by such bondholders, provided that in
either such case copies of such regulations
shall be filed with the Trustee.

    SECTION 19.04. Subject to the conditions
specified in Section 19.03, any registered owner
of outstanding bonds and any holder of a
certificate the issue of which is provided for
in Section 19.03, shall be entitled in person or
by proxy to attend and vote at any meeting of
bondholders as owner or holder of the bonds
registered or certified in the name of such
owner or holder without producing such bonds.
All others desiring to attend or vote at such
meeting in person or by proxy must, if required
by any authorized representative of the Trustee
or of the Company or by any other bondholder
entitled to vote at such meeting, produce the
bonds claimed to be owned or to be entitled to
representation at such meeting, and every person
desiring to attend or vote shall, if required as
aforesaid, produce such further proof of
ownership or personal identity as shall be
satisfactory to the authorized representative of
the Trustee or, if no such representative be
present, then to the inspectors of votes the
appointment of which is hereinafter provided
for. Proxies shall be acknowledged in the manner
required for the recording of an instrument in
the State of Illinois, and all proxies and
certificates presented at any meeting shall be
delivered to such inspectors of votes and filed
with the Trustee.

193

    SECTION 19.05. At each meeting of
bondholders persons nominated by the Trustee, if
represented at the meeting, shall act as
temporary Chairman and Secretary, respectively,
of the meeting, but if the Trustee shall not be
represented or shall fail to make such
nominations or if any person so nominated shall
not be present at the meeting, the bondholders
and proxies present shall by a majority vote,
irrespective of the amount of their bond
holdings, elect other persons from those present
to fill such office or offices. A permanent
Chairman and a permanent Secretary of the
meeting shall be elected from those present by
the bondholders and proxies present by a
majority vote irrespective of the amount of
their bond holdings. The Trustee, if represented
at the meeting, shall appoint two inspectors of
votes who shall count all votes cast at such
meeting, except votes cast for the election of a
Chairman and a Secretary, both temporary and
permanent, and who shall make and file with the
permanent Secretary of the meeting their
verified written report in duplicate of all such
votes so cast. If the Trustee shall not be
represented at the meeting or shall fail to
nominate such inspectors of votes or if either
inspector of votes fails to attend the meeting
the office shall be filled by appointment by the
permanent Chairman of the meeting.

    SECTION 19.06. The holders of not less than
66-2/3% in principal amount of the bonds then
outstanding must be present in person or by
proxy at any meeting of bondholders in order to
constitute a quorum for the transaction of
business, less than a quorum, however, having
power to adjourn. If such meeting is adjourned
by less than a quorum for more than fourteen
days notice thereof shall forthwith be mailed by
the Trustee, if such meeting shall have been
called by the Trustee, to bondholders, in the
manner and to the extent provided under Section
17.10(c), and to the Company in the manner
provided in Section 19.02, with respect to the
mailing of notice of the meeting, and such
notice of adjournment shall be published in one
authorized newspaper in the City of Chicago,
State of Illinois, and in one authorized
newspaper in the Borough of Manhattan, The City
of New York, State of New York, at least once in
each fourteen day period of such adjournment;
provided, however, that the mailing of such
notice shall in no case be a condition precedent
to the validity of any meeting held pursuant to
such adjournment or of any action taken thereat,
and neither failure to mail such notice nor any
imperfection or defect in such notice shall
affect the validity of any such meeting or of
any action taken thereat. If such meeting shall
have been called by either the Company or by
bondholders upon failure of

194

the Trustee to call such meeting after having
been requested so to do under the provisions of
Section 19.02, notice of such adjournment shall
be given by the permanent Chairman and permanent
Secretary of the meeting in the newspapers and
for the number of times above specified in this
Section 19.06, and shall be sufficient if so
given.

    SECTION 19.07. Any modification or
alteration of this Indenture or of any indenture
supplemental hereto or of the rights and
obligations of the Company or of the holders of
the bonds and coupons in any particular may be
made, and compliance with any provision of this
Indenture or of such supplemental indenture may
be waived, at a meeting of bondholders duly con-
vened and held in accordance with the provisions
of this Article XIX, but only by resolution duly
adopted by the affirmative vote of the holders
of not less than 66-2/3% in principal amount of
the bonds then outstanding, and approved by
resolution of the Board of Directors as provided
in Section 19.08; but no such modification or
alteration or waiver shall be made which will
permit (a) the extension of the time or times of
payment of the principal of or the interest or
premium, if any, on any bond, or the reduction
in the principal amount thereof or in the rate
of interest or the amount of any premium
thereon, or any other modification in the terms
of payment of such principal, interest or
premium, which terms of payment shall always be
unconditional, or the impairment of the right of
any bondholder to institute suit for the
enforcement of any such payment on or after the
respective due dates expressed in such bond or
in the coupons appertaining thereto, or (b),
otherwise than as permitted by this Indenture,
the creation of any lien ranking prior to or on
a parity with the lien of this Indenture with
respect to any of the mortgaged property, or (c)
the deprivation of any bondholder of a lien upon
the mortgaged property for the security of his
bonds (subject only to permitted liens and any
other liens which may exist upon such property
and which are prior hereto at the date of the
calling of any such bondholders' meeting), or
(d) the reduction of the percentage of bonds
required by the provisions of this Section 19.07
for the taking of any action under this Section
19.07 with respect to any bond outstanding, nor
shall any action permitted by the provisions of
this Section 19.07 and taken at any meeting of
bondholders affect the rights under this
Indenture or under any indenture supplemental
hereto of the holders of one or more, but less
than all, of the series of bonds outstanding,
unless such action shall also have received the
affirmative vote of the holders of not less than
66-2/3% in principal amount of the bonds then
outstanding of each series so affected. For all

195

purposes of this Article XIX, the Trustee shall,
subject to the provisions of Section 17.02, be
entitled to rely upon an opinion of counsel with
respect to the extent, if any, as to which any
action taken at such meeting affects the rights
under this Indenture or under any indenture
supplemental hereto of any holders of bonds then
outstanding.

    SECTION 19.08. A record in duplicate of the
proceedings of each meeting of bondholders shall
be prepared by the permanent Secretary of the
meeting and shall have attached thereto the
original reports of the inspectors of votes, and
an affidavit by a person having knowledge of the
facts setting forth a copy of the notice or
waiver of notice of the meeting and, in the case
of any adjournment for more than fourteen days,
a copy of the notice or waiver of notice of
adjournment thereof, and showing that such
notice or notices, unless waived, were given as
hereinabove provided. Such record shall be
signed and verified by the affidavits of the
permanent Chairman and the permanent Secretary
of the meeting, and by a duly authorized
representative of the Trustee if such a
representative shall have been present at the
meeting, and one copy thereof shall be delivered
to the Company and the other to the Trustee for
preservation by the Trustee. Any record so
signed and verified shall be proof of the
matters therein stated until the contrary is
proved, and the meeting to which such record
relates shall be deemed conclusively to have
been duly convened and held, and any resolution
or proceeding stated in such record to have been
adopted or taken shall be deemed conclusively to
have been duly adopted or taken at such meeting.
No resolution adopted at such meeting shall be
binding unless the subject matter of such
resolution is within the scope of the business
stated in the notice, if any, of such meeting
given pursuant to the provisions of Section
19.02, and unless and until such resolution
shall have been approved by resolution of the
Board of Directors. Such resolution, if adopted
by the Board of Directors, shall be filed by the
Company with the Trustee and from and after the
date of such filing such resolution shall be
deemed conclusively to be binding upon the
Company, the Trustee and the bondholders;
provided, however, that no such resolution
adopted at a meeting of the bondholders and no
such resolution of approval adopted by the Board
of Directors shall in any manner be construed so
as to change or modify any of the rights,
immunities or obligations of the Trustee without
its written assent thereto. Copies of any
resolution, or of a summary thereof, adopted at
such meeting of bondholders, if approved by
resolution of the Board of Directors as above
provided, shall be mailed by the Trustee to
bondholders

196

in the manner and to the extent provided under
Section 17.10(c), and proof of such mailing by
the affidavit of a person having knowledge of
the facts shall be filed with the Trustee, and a
copy or summary of such resolution shall be
published by the Company in one authorized
newspaper in the City of Chicago, State of
Illinois, and in one authorized newspaper in the
Borough of Manhattan, The City of New York,
State of New York, at least once in each of two
successive calendar weeks, the first publication
to be not more than fifteen days after the
approval of such resolution by the Board of
Directors; provided, however, that the mailing
of copies of such resolution or of such summary
shall in no case be a condition precedent to the
validity or effectiveness of such resolution,
and neither failure to mail such copies nor any
imperfection or defect therein shall affect the
validity or effectiveness of such resolution.

    SECTION 19.09. Bonds authenticated and
delivered after the date of the filing by the
Company with the Trustee, as provided in Section
19.08, of the resolution of approval of the
Board of Directors may bear a notation, in form
approved by the Trustee, as to the action taken
at a meeting of bondholders theretofore held,
and upon demand of the holder of any bond out-
standing at the date of such meeting and upon
presentation of his bond for the purpose at the
office of the Trustee, the Company shall cause
suitable notation to be made on such bond by
endorsement or otherwise as to any action taken
at such meeting, but any such action so taken
shall be binding upon all future holders of any
bond whether or not such bond shall bear such
notation. If the Company or the Trustee shall so
determine, new bonds, modified in such manner as
in the opinion of the Trustee and the Board of
Directors shall be necessary to conform to such
bondholders' action, shall be prepared,
authenticated and delivered, and, upon the
demand of the holder of any bond then
outstanding, a new bond or bonds incorporating
such modification shall be delivered, without
cost to such bondholder, in exchange for and
upon surrender of the bond or bonds then held by
such bondholder, of the same series and maturity
date, of like aggregate principal amount, and
with all unmatured coupons appertaining thereto.
The Company or the Trustee may require bonds
outstanding to be presented for notation or
exchange as aforesaid if either shall see fit to
do so. A supplemental indenture embodying any
modification or alteration of this Indenture or
of any indenture supplemental hereto or of the
rights and obligations of the Company or of the
holders of bonds and coupons made at any
bondholders' meeting and approved by resolution
of the Board of Directors, as aforesaid,

197

may be executed by the Company and the Trustee
and upon demand of the Trustee, or if so
specified in any resolution adopted at any such
bondholders' meeting, shall be executed by the
Company and the Trustee.

    SECTION 19.10. Notwithstanding anything to
the contrary in this Article XIX contained, the
Company may at any time or from time to time, by
resolution filed with the Trustee, stipulate
that from and after the date of such filing none
of the provisions of this Article XIX shall be
of any force or effect whatever, with respect to
either bonds then outstanding or bonds
thereafter authenticated and delivered by the
Trustee, and in any such event a supplemental
indenture setting forth in detail the
stipulations contained in such resolution shall
be executed by the Company and the Trustee.

ARTICLE XX

SUPPLEMENTAL INDENTURES

    SECTION 20.01. The Company, when authorized
by resolution of the Board of Directors, and the
Trustee, from time to time and at any time,
subject to the conditions, limitations and
provisions in this Indenture contained, may
enter into indentures supplemental hereto, in
addition to the supplemental indentures required
or permitted by any of the other provisions of
this Indenture, for any one or more of the
following purposes:

         (a) to correct the description of any
     of the mortgaged property, or to convey,
     transfer and assign to the Trustee and to
     subject to the lien of this Indenture, with
     the same force and effect as though
     specifically described herein, additional
     property of the Company acquired by it
     through purchase, consolidation, merger or
     otherwise;

         (b) to add to the conditions and
     limitations specified herein with respect
     to the issue and purposes of issue of the
     bonds, or of any series thereof, other
     conditions and limitations thereafter to be
     observed, including any conditions or
     limitations upon the authorized principal
     amount of such bonds (as well as the method
     or measure of determining such limitation)
     that the Company may deem to be advisable;

         (c) to add to the covenants of the
     Company in this Indenture contained such
     further covenants as the Board of Directors
     shall consider to be for the protection of
     the mortgaged property and of the holders
     of the bonds issued or to be issued under
     this Indenture, and to make the occurrence
     and continuance of a default in the per-

198

     formance and observance of any of such
     additional covenants a completed default
     permitting the enforcement of any or all of
     the several remedies provided in this
     Indenture; provided, however, that in
     respect of any such additional covenant,
     such supplemental indenture may provide for
     a particular period of grace after default
     (which period may be shorter or longer than
     that allowed in the case of other defaults)
     or may provide for an immediate enforcement
     upon such default, or may limit the
     remedies available to the Trustee upon such
     default;

         (d) to modify any of the provisions of
     this Indenture for the purpose of relieving
     the Company from any of the obligations,
     conditions or restrictions herein
     contained; provided, however, that, subject
     to the provisions of Section 19.07, no such
     modification shall be or become operative
     or effective, or in any manner impair any
     of the rights of the bondholders or of the
     Trustee, while any bonds of any series
     established prior to the execution of such
     supplemental indenture shall remain
     outstanding; and provided, further, that
     the Trustee may in its uncontrolled
     discretion decline to enter into any such
     supplemental indenture which, in its
     opinion, may not afford adequate protection
     to the Trustee when such supplemental
     indenture shall become operative;

         (e) to cure any ambiguity or correct or
     supplement any inconsistent or defective
     provision contained herein or in any
     indenture supplemental hereto;

         (f) to make such provision in regard to
     matters or questions arising under this
     Indenture as may be necessary or desirable
     and not inconsistent with any of the
     provisions hereof; or

         (g) for any other purpose not
     inconsistent with the provisions of this
     Indenture.

    Each supplemental indenture entered into
pursuant to the provisions of this Indenture
shall conform to the provisions of Sections 310
to 317, inclusive, and of Section 318(a) of the
Trust Indenture Act of 1939, and no supplemental
indenture so entered into shall eliminate, nor
contain any provision in contravention of, any
provision of this Indenture which is required to
be included in an indenture to be qualified
under said Act by any of the provisions of said
sections thereof.

    SECTION 20.02. The Trustee is hereby
authorized to join with the Company in the
execution of any supplemental indenture required
or permitted by the provisions of this Article
XX or by any of the other provisions

199

of this Indenture, to make any further
appropriate agreements and stipulations which
may be contained in such supplemental indenture,
and to accept the conveyance, transfer and
assignment of any property thereunder; but the
Trustee shall take such action only upon receipt
by the Trustee of an officers' certificate and
an opinion of counsel, each stating that all
conditions precedent provided for in this
Indenture relating to such action have been
complied with.

    SECTION 20.03. Any supplemental indenture
executed in accordance with any of the
provisions of this Article XX or of any of the
other provisions of this Indenture shall
thereafter form a part of this Indenture; and
all the terms and conditions contained in such
supplemental indenture as to any provision
authorized to be contained therein shall be and
be deemed to be a part of the terms and
conditions of this Indenture for any and all
purposes, and, if deemed necessary or desirable
by the Trustee, any of such terms or conditions
may be set forth in a reasonable and customary
manner in the bonds of the particular series to
which such supplemental indenture may relate.

    In case of the execution and delivery of any
supplemental indenture, express reference may be
made thereto in the text of the bonds of any
series issued thereafter, if deemed necessary or
desirable by the Trustee.

ARTICLE XXI

MISCELLANEOUS PROVISIONS

    SECTION 21.01. All covenants, conditions and
provisions herein contained by or on behalf of
the Company shall bind its successors and
assigns, whether so expressed or not.

    SECTION 21.02. Except as otherwise expressly
provided herein, nothing in this Indenture,
expressed or implied, is intended or shall be
construed to confer upon or to give to any
person or corporation, other than the parties
hereto and the holders of the bonds and coupons
from time to time outstanding, any right, remedy
or claim, legal or equitable, under or by reason
of this Indenture or under or by reason of any
covenant, condition or provision herein
contained; and this Indenture and all the
covenants, conditions and provisions herein
contained are and shall be held to be for

200

the sole and exclusive benefit of the parties
hereto and of the holders of such bonds and
coupons.

    SECTION 21.03. Nothing in this Indenture or
in any bond issued or to be issued hereunder,
expressed or implied, is intended or shall be
construed to prevent the bonds of a particular
series from having the benefit of any covenants,
agreements or rights as provided in the
supplemental indenture creating and providing
for the issuance of the bonds of such series,
which covenants, agreements or rights may or may
not be stated in such bonds, and the references
herein or in the bonds to the equal security
hereunder of all bonds issued hereunder shall
not be deemed applicable to any such covenants,
agreements or rights.

    SECTION 21.04. In case, by reason of the
temporary or permanent suspension of publication
of any newspaper, or for any other cause, it
shall be impossible to make publication of any
notice in a newspaper or newspapers as herein
provided, then such publication in lieu thereof
as shall be made with the approval of the
Trustee shall constitute a sufficient
publication of such notice. Such publication
shall, so far as may be, approximate the terms
and conditions of the publication in lieu of
which it shall be given.

    SECTION 21.05. The same officer or officers
of the Company or the same engineer or counsel
or other person, as the case may be, may, but
need not, certify to all the facts required to
be certified under any of the provisions of this
Indenture, but different officers, engineers,
counsel or other persons may, respectively,
certify to different facts. Any two or more
orders, requests, certificates, opinions,
resolutions or other instruments required by any
of the provisions of this Indenture may, but
need not, be consolidated and form one
instrument.

    SECTION 21.06. Upon any application 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 and an opinion of counsel,
each stating that all conditions precedent
provided for in this Indenture have been
complied with, except that in the case of any
such application as to which the furnishing of
such documents is specifically required by any
provision of this Indenture relating to such
particular application, no additional
certificate or opinion need be furnished.

    SECTION 21.07. Each certificate or opinion
with respect to compliance with a condition or
covenant provided for in this Indenture shall
include

201

(a) a statement that the person making such
certificate or opinion has read such covenant or
condition; (b) a brief statement as to the
nature and scope of the examination or
investigation upon which the statements or
opinions contained in such certificate or
opinion are based; (c) a statement that, in the
opinion of such 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 (d) a statement as to
whether or not, in the opinion of such person,
such condition or covenant has been complied
with.

    SECTION 21.08. In case any one or more of
the provisions contained in this Indenture or in
the bonds or coupons issued hereunder should be
held invalid, illegal or unenforceable in any
respect, the validity, legality and
enforceability of the remaining provisions
contained herein and therein shall not in any
way be affected or impaired thereby.

    SECTION 21.09. If any provision of this
Indenture limits, qualifies or conflicts with
another provision included in this Indenture
which is required to be included in an indenture
to be qualified under the Trust Indenture Act of
1939 by any of Sections 310 to 317, inclusive,
of such Act, such required provision shall
control.

    SECTION 21.10. The headings of the different
Articles of this Indenture are inserted for
convenience of reference and are not to be taken
to be any part of the provisions of this
Indenture, nor to control or affect the meaning,
construction or effect of such provisions.

    SECTION 21.11. Although this Indenture is
dated as of January 1, 1954, it shall be
effective only from and after the actual time of
its execution and delivery by the Company and
the Trustee on the date indicated by their
respective acknowledgments hereto annexed.

    SECTION 21.12. This Indenture may be
simultaneously executed in any number of
counterparts, and all such counterparts executed
and delivered, each as an original, shall
constitute but one and the same instrument.

    IN WITNESS WHEREOF, Commonwealth Edison
Company has caused this Indenture to be executed
in its name by its President or one of its Vice-
Presidents, and its corporate seal to be
hereunto affixed and attested by its Secretary,
and Continental Illinois National Bank and Trust
Company of

202

Chicago, to evidence its acceptance of the trust
created hereby, has caused this Indenture to be
executed in its name by one of its Vice-
Presidents, and its corporate seal to be
hereunto affixed and attested by one of its
Assistant Secretaries, all as of the day and
year first above written.

                         COMMONWEALTH EDISON
                         COMPANY

(CORPORATE SEAL)        By J.W. EVERS
                                  President

Attest:

     FRED N. BAXTER
          Secretary

                    CONTINENTAL ILLINOIS
                         NATIONAL BANK AND TRUST
                         COMPANY OF CHICAGO

(CORPORATE SEAL)
                        By E.B. STOFFT
                                   Vice-
                                   President

Attest:

     E. J. FRIEDRICH
              Assistant Secretary

2O3



STATE OF ILLINOIS,
COUNTY OF COOK.    SS.

    I, James Kuffner, a Notary Public in and for
said County, in the State aforesaid, DO HEREBY
CERTIFY that J. W. Evers, President of Common-
wealth Edison Company, an Illinois corporation,
one of the parties described in and which
executed the foregoing instrument, and Fred N.
Baxter, the Secretary of said corporation, who
are both personally known to me to be the same
persons whose names are subscribed to the
foregoing instrument as such President and
Secretary, respectively, and who are both
personally known to me to be President and
Secretary, respectively, of said corporation,
appeared before me this day in person and
severally acknowledged that they signed, sealed,
executed and delivered said instrument as their
free and voluntary act as such President and
Secretary, respectively, of said corporation,
and as the free and voluntary act of said
corporation, for the uses and purposes therein
set forth.

    GIVEN under my hand and notarial seal this
9th day of February, A.D. 1954.

(NOTARIAL SEAL)
                              JAMES KUFFNER
                                        Notary
                                        Public

    My Commission expires January 6, 1957.


2O4

STATE OF ILLINOIS,
COUNTY OF COOK.     SS.

    I, H. J. Groener, a Notary Public in and for
said County, in the State aforesaid, DO HEREBY
CERTIFY that E. B. Stofft, a Vice-President of
Continental Illinois National Bank and Trust
Company of Chicago, a national banking
association, one of the parties described in and
which executed the foregoing instrument, and E.
J. Friedrich, an Assistant Secretary of said
banking association, who are both personally
known to me to be the same persons whose names
are subscribed to the foregoing instrument as
such Vice-President and Assistant Secretary,
respectively, and who are both personally known
to me to be a Vice-President and an Assistant
Secretary, respectively, of said banking
association, appeared before me this day in
person and severally acknowledged that they
signed, sealed, executed and delivered said
instrument as their free and voluntary act as
such Vice-President and Assistant Secretary,
respectively, of said banking association, and
as the free and voluntary act of said banking
association, for the uses and purposes therein
set forth.

    GIVEN under my hand and notarial seal this
9th day of February, A.D. 1954.

(NOTARIAL SEAL)
                              H. J. GROENER
                                        Notary
                                        Public

    My Commission expires April 28, 1956.

2O5


RECORDING DATA

    This Indenture was recorded on February 9,
1954, in the Offices of the Recorders of Deeds
in certain Counties of the State of Illinois, as
follows:

                                                 Document
County                 Book                Page     No.

Boone            93 of Mortgages            115    109366
Cook          50143                         229  15829697
DeKalb      Vol. 27 Miscellaneous Records  1129    267636
DuPage          652                          79    707464
Grundy          222                          65    159640
Henry           566                         442    221493
Kane           1668                          --    743750
Kankakee        698 of Records              191    441992
Kendall          68 of Trust Deed Records   223    107749
Lake           1228 of Records               52    815626
LaSalle        1014 of Records                1    415972
Lee             139 of Mortgages            293    283635
Livingston      159 of Mortgages            539    241679
McHenry         440 of Records              349    275146
Ogle            141 of Mortgages              1    301769
Whiteside      10-A of Records              301    223279
Will           1468                         445    744087

    This Indenture was also filed on February 9,
1954, in the Office of the Registrar of Titles
of Cook County, Illinois, as Torrens Document
No. 1506514.

         This Indenture was also recorded on
     November 1, 1955 in the Offices of the
     Recorders of Deeds in certain Counties of
     the State of Illinois, as follows:
                                                 Document
County                 Book                Page     No.

DeWitt  Vol. 141 of Miscellaneous Records    75    35867
McLean       572 of Mortgages                55    49013
Piatt   Vol. 221                            402   137985

         This Indenture was also recorded in the
     Offices of the Recorders of Deeds in
     certain Counties of the State of Illinois,
     as follows:

       Date                                     Document
     Recorded      County      Book       Page     No.

   June 5, 1959 Jo Daviess 109 of Mortgages 19     91310
   June 8, 1959 Stephenson P-92            634   81-4791



    This Indenture was also recorded in the Office of the
Recorder of Deeds in Iroquois County, Illinois, as follows:

   Date                                    Document
 Recorded          Book         Page          No.

July 6, 1960       757            177       450761