Nicor Gas Company
                                                    Form 10-K
                                                    Exhibit 1.01


                          NORTHERN ILLINOIS GAS COMPANY
                                   $50,000,000
                              FIRST MORTGAGE BONDS
                       5.55% SERIES DUE DECEMBER 15, 2006

                             UNDERWRITING AGREEMENT

                                                          December 13, 2001

  ABN AMRO Incorporated
  55 East 52nd Street
  New York, New York 10055

  Dear Sirs:

      Northern Illinois Gas Company, doing business as Nicor Gas Company (the
"Company") proposes, subject to the terms and conditions stated herein and in
the General Terms and Conditions of Underwriting Agreement in the form of Annex
A hereto, a copy of which you have previously received, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters"), $50,000,000
aggregate principal amount of the Company's First Mortgage Bonds (the "Bonds").
All of the provisions of such General Terms and Conditions of Underwriting
Agreement are incorporated herein by reference in their entirety, and shall be
deemed to be a part of this Underwriting Agreement to the same extent as if such
provisions had been set forth in full herein. Unless otherwise defined herein,
terms defined in the General Terms and Conditions of Underwriting Agreement are
used herein as therein defined.

      An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Bonds in the form heretofore
delivered to you is now proposed to be filed or mailed for filing with the
Commission. Such amendment or supplement sets forth the terms of the Bonds.

      Subject to the terms and conditions set forth herein, the Company agrees
to issue and sell to the Underwriters, and the Underwriters agree, severally and
not jointly, to purchase from the Company, the principal amount of Bonds set
forth opposite the names of such Underwriters in Schedule I hereto on the
following terms and conditions:

Aggregate principal amount of Bonds to
be purchased:                                  $50,000,000

Rate of interest per annum to be borne
by the Bonds                                   5.55% (such rate to be
     (payable semiannually):                   a multiple of .001%)
Maturity date of the Bonds:                    December 15, 2006
Price to be paid to the Company for the        99.4% of the principal
Bonds:                                         amount of the Bonds plus
                                               accrued interest from
                                               date of Supplemental
                                               Indenture to the date
                                               of delivery of the Bonds.
Initial public offering price of the           100% of the principal
Bonds:                                         amount of the Bonds plus
                                               accrued interest from
                                               date of Supplemental
                                               Indenture to the date
                                               of delivery of the Bonds.
Place for delivery of Bonds:                   The Depository Trust
                                               Company
                                               55 Water Street
                                               New York, New York  10004
Date and time of Time of Delivery:             December 21, 2001 at
                                               9:00 a.m. Chicago Time
Place for checking Bonds on the business
day prior to                                   The Depository Trust
     Time of Delivery:                         Company
                                               55 Water Street
                                               New York, New York  10004



Redemption and Sinking Fund:                   The Bonds will be
                                               redeemable in whole at any
                                               time or in part from time
                                               to time, at a redemption
                                               price equal to the
                                               greater of (i) 100% of the
                                               principal amount of the
                                               bonds to be redeemed or
                                               (ii) the sum of the
                                               present values of the
                                               remaining scheduled
                                               payments of principal and
                                               interest thereon
                                               exclusive of interest accrued
                                               (to the date of redemption)
                                               discounted, at the then
                                               current Treasury Rate (as
                                               defined in the
                                               Supplemental Indenture)
                                               plus 20 basis points, to
                                               the date of redemption on
                                               semiannual basis
                                               (assuming as 360-day year
                                               consisting of twelve
                                               30-day months), plus in
                                               each case, accrued and
                                               unpaid interest on the
                                               principal amount being
                                               redeemed to the date of
                                               redemption. No sinking
                                               fund will be provided.
Address for notices per Section 12 of
the General
   Terms and Conditions of                     ABN AMRO Incorporated
   Underwriting Agreement:                     55 East 52nd Street
                                               New York, New York 10055



    If the foregoing is in accordance with your understanding, please sign and
return to us the enclosed counterparts hereof, whereupon it will become a
binding agreement between the Underwriters and the Company in accordance with
its terms. It is understood that your acceptance of this letter on behalf of
each of the Underwriters constitutes your representation that you are authorized
to execute this Underwriting Agreement on behalf of each of the Underwriters.

                                      Very truly yours,

                                      NORTHERN ILLINOIS GAS COMPANY

                                      BY:

                                      TITLE: Vice President and Treasurer

Theoregoing Underwriting Agreement is hereby confirmed and accepted as of the
  date first above written.

ABN AMRO INCORPORATED

BY:

TITLE:

On half of itself and as Representative of each of the Underwriters named begin
 Schedule I hereto.



<PAGE>


                                                                      Schedule I

                                                                       Principal
                                                                          Amount
Underwriters
ABN AMRO Incorporated                                          $35,000,000
First Union Securities, Inc.                                    15,000,000

                   Total                                       $50,000,000




<PAGE>


                                                                         ANNEX A

                          NORTHERN ILLINOIS GAS COMPANY

                                   $50,000,000

                              FIRST MORTGAGE BONDS

          GENERAL TERMS AND CONDITIONS OF UNDERWRITING AGREEMENT

       Northern Illinois Gas Company, an Illinois corporation (the "Company"),
proposes to enter into an Underwriting Agreement into which these General Terms
and Conditions are incorporated by reference (the "Underwriting Agreement") and,
subject to the terms and conditions stated therein, to issue and sell to the
underwriter or underwriters named in Schedule I to the Underwriting Agreement
$50,000,000 aggregate principal amount of its First Mortgage Bonds (hereinafter
called the "Bonds") under the registration statement referred to in Section 2(a)
hereof. Such Bonds will be issued under the Company's Indenture dated as of
January 1, 1954, to Continental Bank, National Association, Trustee (the
"Trustee"), as supplemented by supplemental indentures dated February 9, 1954,
April 1, 1956, June 1, 1959, July 1, 1960, June 1, 1963, July 1, 1963, August 1,
1964, August 1, 1965, May 1, 1966, August 1, 1966, July 1, 1967, June 1, 1968,
December 1, 1969, August 1, 1970, June 1, 1971, July 1, 1972, July 1, 1973,
April 1, 1975, April 30, 1976, April 30, 1976, July 1, 1976, August 1, 1976,
December 1, 1977, January 15, 1979, December 1, 1981, March 1, 1983, October 1,
1984, December 1, 1986, March 15, 1988, July 1, 1988, July 1, 1989, July 15,
1990, August 15, 1991, July 15, 1992, February 1, 1993, March 15, 1993, May 1,
1993, July 1, 1993, August 15, 1994, October 15, 1995, May 10, 1996, August 1,
1996, June 1, 1997, October 15, 1997, February 15, 1998, June 1, 1998, February
1, 1999, February 1, 2001, May 15, 2001 and August 15, 2001 respectively, and as
to be further supplemented by a Supplemental Indenture (the "Supplemental
Indenture") which will be dated the first or fifteenth day of the calendar month
in which the "Time of Delivery" (as hereinafter defined) falls, creating the
series in which the Bonds are to be issued. Said Indenture as so supplemented is
hereinafter called the "Indenture." The term "Underwriters" herein shall refer
to the several persons, firms and corporations named in Schedule I to the
Underwriting Agreement and the term "Representatives" herein shall refer to the
Underwriters identified as the Representatives who are acting on behalf of the
Underwriters (including themselves) in the Underwriting Agreement. All
obligations of the Underwriters under the Underwriting Agreement are several and
not joint. The terms "Underwriters", "Representatives", "persons", "firms" and
"corporations" shall include the singular as well as the plural.

       The terms of the issuance of the Bonds shall be as specified in the
Underwriting Agreement. The Underwriting Agreement shall constitute an agreement
by the Company and the Underwriters to be bound by all of the provisions of
these General Terms and Conditions of Underwriting Agreement, as follows:

           SECTION 1. Sale of Bonds. Sales of the Bonds will be made to the
Underwriters, for whom the Representatives will act as such. The obligation of
the Company to issue and sell any of the Bonds and the obligation of any of the
Underwriters to purchase any of the Bonds shall be evidenced by the Underwriting
Agreement. The Underwriting Agreement shall specify the aggregate principal
amount of Bonds to be purchased, the rate and time of payment of interest to be
borne by the Bonds, the maturity date of the Bonds, the price to be paid to the
Company for the Bonds, the initial public offering price or other offering terms
of such Bonds and the redemption prices and other special terms, if any,
relating to the Bonds, the names of the Underwriters of such Bonds, the names of
the Representatives of such Underwriters and the amount of Bonds to be purchased
by each Underwriter, and, subject to the provisions of Section 3 hereof, shall
set forth the date, time and manner of the delivery of such Bonds. The terms of
the Bonds will be set forth in the Prospectus Supplement (as hereinafter
defined). The Underwriting Agreement shall be in the form of an executed writing
(which may be in counterparts) and may be evidenced by an exchange of telecopied
communications or any other rapid transmission device to produce a written
record of communications transmitted.

           SECTION 2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Underwriters that:

       (a) A registration statement on Form S-3 with respect to the Bonds,
   including a related preliminary prospectus, has been prepared by the Company
   in conformity with the requirements of the Securities Act of 1933, as amended
   (the "Act"), and the rules and regulations of the Securities and Exchange
   Commission (the "Commission") under the Act (the "Regulations"), and has been
   filed with the Commission on July 20, 2001 and, if one or more amendments to
   such registration statement, which may include an amended preliminary
   prospectus, have been filed with the Commission, such amendments have been
   similarly prepared; and such registration statement has become effective.
   Such registration statement, as amended to the date of the Underwriting
   Agreement, together with the prospectus supplement referred to below is
   hereinafter referred to as the "Registration Statement". Such prospectus as
   supplemented specifically relating to the Bonds and filed with the Commission
   under Rule 424(b) of the Act is hereinafter referred to as the "Prospectus".
   The Prospectus has been prepared by the Company in conformity with the
   requirements of the Act and the Regulations. Copies of the Registration
   Statement and any related prospectus have been delivered to the
   Representatives. As used herein, Registration Statement, Prospectus and
   preliminary prospectus shall include, in each case, the material incorporated
   therein pursuant to Item 12 of Form S-3 filed under the Securities Exchange
   Act of 1934 (the "1934 Act") on or prior to the date of the Underwriting
   Agreement, and "amended", "amendment" or "supplement" with respect to the
   Registration Statement or the Prospectus shall be deemed to include the
   filing by the Company of any document pursuant to Sections 13(a), 13(c), 14
   or 15(d) of the 1934 Act after the date of the Underwriting Agreement.

       (b) The registration statement at the time it became effective, and the
   related Prospectus and any amendments and supplements thereto filed prior to
   the date of the Underwriting Agreement, conformed in all material respects to
   the provisions of the Act and the Trust Indenture Act of 1939, as amended
   (the "Trust Indenture Act") and the rules and regulations of the Commission
   thereunder, on the date of the Underwriting Agreement and at the Time of
   Delivery (referred to in Section 3) the Registration Statement, the
   Prospectus, and any amendments and supplements thereto, and the Indenture,
   will conform in all material respects to the Act, the Trust Indenture Act and
   the respective rules and regulations of the Commission thereunder; and at the
   time the registration statement became effective, the registration statement
   and related prospectus did not contain any untrue statement of a material
   fact or omit to state a material fact required to be stated therein or
   necessary to make the statements therein not misleading; and at the date of
   this Underwriting Agreement and at the Time of Delivery, the Registration
   Statement and the Prospectus and any amendments and supplements thereto do
   not and will not contain any untrue statement of a material fact or omit to
   state a material fact necessary in order to make the statements therein not
   misleading; provided, however, that none of the representations and
   warranties in this subsection shall apply to statements in or omissions from
   the Registration Statement or Prospectus or any amendment or supplement
   thereto made in reliance upon and in conformity with information respecting
   the Underwriters furnished to the Company in writing by or on behalf of any
   Underwriter through the Representatives expressly for use in the Registration
   Statement or Prospectus.

       (c) The documents incorporated by reference into the Prospectus, at the
   time they were filed with the Commission, complied in all material respects
   with the requirements of the 1934 Act and the rules and regulations of the
   Commission thereunder (the "1934 Regulations"), and, at the date of this
   Underwriting Agreement and at the Time of Delivery, when read together with
   the Prospectus and any supplement thereto will not contain an untrue
   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading,
   and any documents filed after the date of the Underwriting Agreement and so
   incorporated by reference in the Prospectus will, when they are filed with
   the Commission, comply in all material respects with the requirements of the
   1934 Act and the 1934 Regulations, and when read together with the Prospectus
   and any supplement thereto will not contain an untrue statement of material
   fact or omit to state a material fact required to be stated therein or
   necessary to make the statements therein not misleading.


       (d) Arthur Andersen LLP are independent public accountants with respect
   to the Company and its subsidiaries as required by the Act and the
   Regulations.

       (e) The financial statements included in the Registration Statement
   present fairly the financial position of the Company and its consolidated
   subsidiaries as of the dates indicated and the results of their operations
   for the periods specified, and said financial statements have been prepared
   in conformity with generally accepted accounting principles applied on a
   consistent basis during the periods involved.

       (f) The Company is a corporation in good standing, duly organized and
   validly existing under the laws of Illinois, and has due corporate authority
   to carry on the business in which it is engaged and to own and operate the
   properties used by it in such business as described in the Prospectus. The
   Company's subsidiary constitutes less than 5% of its consolidated assets and
   during the year ended December 31, 2000 contributed less than 5% of its
   consolidated annual operating revenues and net income, and the Company does
   not consider its subsidiary to be material.

       (g) The execution and delivery of the Underwriting Agreement have been
   duly authorized by the Company and the Underwriting Agreement constitutes a
   valid and legally binding obligation of the Company; the Bonds have been duly
   authorized, and when issued and delivered pursuant to the Underwriting
   Agreement and the Indenture, will have been duly executed, authenticated,
   issued and delivered and will constitute valid and legally binding
   obligations of the Company in accordance with their respective terms,
   entitled to the benefits provided by the Indenture; the Supplemental
   Indenture has been duly authorized in substantially the form filed as an
   exhibit to the Registration Statement and, when executed and delivered by the
   Company and the Trustee, will constitute a valid and legally binding
   instrument enforceable in accordance with its terms, except to the extent the
   enforceability of the Bonds and the Indenture may be limited by bankruptcy,
   insolvency, reorganization or other laws of general application relating to
   or affecting the enforcement of creditors' rights or general equity
   principles; and the Indenture and the Bonds as executed and delivered will
   conform in all material respects to the descriptions thereof in the
   Prospectus.

       (h) The issue and sale of the Bonds and the compliance by the Company
   with all of the provisions of the Bonds, the Indenture, and the Underwriting
   Agreement and the transactions contemplated thereby will not conflict with or
   result in any breach or violation of any of the provisions of, or constitute
   (disregarding any grace or notice period) a default under, or result in the
   imposition of any lien, charge or encumbrance upon any property or assets of
   the Company pursuant to the terms of, any other indenture, or any mortgage,
   loan agreement, contract, note, lease or other agreement or instrument to
   which the Company is a party or by which the Company may be bound or to which
   any of the property or assets of the Company is subject, nor will such action
   result in any violation of the provisions of the charter or by-laws of the
   Company or any statute or any order, rule or regulation applicable to the
   Company of any court or any federal, state or other regulatory authority or
   other governmental body having jurisdiction over the Company or any of its
   properties.

       (i) Since the respective dates as of which information is given in the
   Registration Statement and Prospectus and except as may otherwise be stated
   or contemplated therein; (i) there has not been any material adverse change
   in the condition, financial or otherwise, of the Company and its subsidiaries
   considered as one enterprise, or in the earnings, affairs, business prospects
   or properties of the Company and its subsidiaries considered as one
   enterprise, whether or not arising in the ordinary course of business or
   arising from any court or governmental action, order or decree, and (ii)
   there has been no transaction entered into by the Company or any subsidiary
   which is material to the Company and its subsidiaries considered as one
   enterprise, other than transactions in the ordinary course of business.

       (j) Except as set forth in the Prospectus, the Company, with minor
   exceptions, and subject to noncompliance with certain procedural and other
   requirements in the procurement and granting of gas franchises in a number of
   smaller municipalities formerly served by Mid-Illinois Gas Company, has
   statutory authority, franchises, licenses, rights-of-way, easements and
   consents, free from unduly burdensome restrictions and adequate for the
   conduct of the business in which it is engaged.


       (k) The Illinois Commerce Commission has entered an order authorizing the
   issue and sale of the Bonds by the Company upon terms consistent with the
   Underwriting Agreement, and no other consent, approval, authorization or
   other order or filing with any regulatory or governmental body is required
   for the issuance and sale of the Bonds and consummation of the transactions
   contemplated hereby, except such consents, approvals, authorizations,
   registrations or qualifications as may be required under state securities or
   Blue Sky laws in connection with the purchase and distribution of the Bonds
   by the Underwriters.

       (l) The Company is not in violation of its charter or, except as
   disclosed in the Prospectus, in default in the performance or observance of
   any obligation, agreement, covenant or condition contained in any contract,
   indenture, mortgage, loan agreement, note, lease or other instrument to which
   it is a party or by which it or its property is bound or affected which is
   material to the Company and its subsidiary considered as one enterprise.

       (m) Except as set forth in the Registration Statement and Prospectus,
   there are no legal or governmental proceedings pending to which the Company
   or its subsidiary is a party or of which any property of the Company or its
   subsidiary is the subject, and, to the best of the Company's knowledge, no
   such proceedings are threatened or contemplated by governmental authorities
   or threatened by others, other than proceedings which, if determined
   adversely to the Company and its subsidiary, would not individually or in the
   aggregate have a material adverse effect on the business, properties,
   financial position, net worth or results of operations of the Company and its
   subsidiary considered as a whole.

       (n) The Company has good and sufficient title to all property described
   or referred to in the Indenture and purported to be conveyed thereby (except
   property released from the lien of the Indenture in connection with the sale
   or other disposition thereof), subject only to the lien of the Indenture and
   to permitted liens as defined therein; the Indenture has been duly filed for
   recordation in such manner and in such places as is required by law in order
   to give constructive notice of, establish, preserve and protect the lien of
   the Indenture; the Indenture constitutes a valid, direct first mortgage lien,
   subject only to permitted liens, on substantially all property of the
   Company, except property expressly excepted by the terms of the Indenture;
   the Indenture will, when recorded or registered by the Company in accordance
   with its covenants under the Indenture, constitute a valid, direct first
   mortgage lien on all property of the character of that now subject to the
   lien of the Indenture hereafter acquired by the Company, subject only to
   permitted liens and to liens, if any, existing or placed on such
   after-acquired property at the time of the acquisition thereof;

       Any certificate signed by any officer of the Company and delivered to you
or to Underwriters' counsel shall be deemed a representation and warranty by the
Company to each Underwriter as to the statements made therein.

           SECTION 3. Purchase, Sale and Delivery of Bonds. Following the
execution of the Underwriting Agreement, the several Underwriters propose to
make a public offering of their respective portions of the Bonds as soon as in
the Representatives' judgment it is advisable upon the terms and conditions set
forth in the Prospectus Supplement.

       The Bonds to be purchased by each Underwriter pursuant to the
Underwriting Agreement, in definitive form and registered in such names as the
Representatives may request upon at least forty-eight hours' prior notice to the
Company, shall be delivered by or on behalf of the Company to the
Representatives for the respective accounts of the several Underwriters, against
payment therefor as specified in the Underwriting Agreement in immediately
available funds, at the office of Mayer, Brown & Platt, 190 South LaSalle
Street, Chicago, Illinois 60603 (except as hereinafter provided with respect to
delivery of such Bonds), at the time and date specified in the Underwriting
Agreement or at such other place and time and date as the Representatives and
the Company may agree upon in writing, such time and date being herein called
the "Time of Delivery". If specified by the Representatives in the Underwriting
Agreement, delivery of the Bonds will be made at the Time of Delivery at such
place in New York, New York as shall have been so specified against payment
therefor in Chicago as aforesaid.


           SECTION 4. Covenants of the Company. The Company covenants with
each Underwriter that:

       (a) The Company will notify the Representatives immediately and confirm
   the notice in writing (i) of the receipt of any request by the Commission for
   any amendment or supplement to the Registration Statement or the Prospectus
   or any amendment or supplement thereto or for additional information, and
   (ii) of the issuance by the Commission of any stop order suspending the
   effectiveness of the Registration Statement or of the initiation or
   threatened initiation of any proceedings for that purpose or of the
   suspension or threatened suspension of the qualification of the Bonds for
   offering or sale in any jurisdiction. The Company will make every reasonable
   effort to prevent the issuance by the Commission of any stop order and, if
   any such stop order shall at any time be issued, to obtain the lifting
   thereof at the earliest moment.

       (b) The Company will not file any amendment to the Registration Statement
   or any amendment or supplement to the Prospectus (including a prospectus
   filed pursuant to Rule 424 and including documents deemed to be incorporated
   by reference into the Prospectus) without first having furnished the
   Representatives with a copy of the proposed form thereof and given the
   Representatives a reasonable opportunity to review and comment respecting the
   same and having given reasonable consideration to any comments or objections
   made by the Representatives.

       (c) The Company will deliver to each of the Representatives, as soon as
   available, one signed copy of the Registration Statement as originally filed
   and of each amendment thereto, including, in each case, documents
   incorporated by reference into the Registration Statement and one set of
   exhibits thereto (other than exhibits incorporated by reference which will be
   furnished upon specific request), and will also deliver to the
   Representatives a reasonable number of conformed copies of the Registration
   Statement as originally filed and of each amendment and post-effective
   amendment thereto including such incorporated documents (without exhibits)
   for each of the Underwriters.

       (d) The Company will deliver to each Underwriter from time to time during
   the period when a prospectus is required to be delivered under the Act such
   number of copies of the Prospectus (as amended or supplemented and including
   incorporated documents) as the Representatives may reasonably request for the
   purposes contemplated by the Act or the Regulations; provided, however, that
   the delivery of copies of the Prospectus (as amended or supplemented and
   including incorporated documents) more than nine months after the date of the
   Underwriting Agreement shall be at the expense of the Underwriter requesting
   such delivery.

       (e) During the period when a prospectus is required to be delivered under
   the Act, the Company will comply so far as it is able, and at its own expense
   (for a period not to exceed nine months), with all requirements imposed upon
   it by the Act, and by Sections 13 and 14 of the 1934 Act, as now or hereafter
   amended, and by the Regulations, as from time to time in force, so far as
   necessary to permit the continuance of sales of or dealing in the Bonds
   during such period in accordance with the provisions hereof and of the
   Prospectus.

       (f) If any event shall occur as a result of which it is necessary, in the
   opinion of counsel for the Company and of Underwriters' counsel, to amend or
   supplement the Prospectus in order to make the Prospectus not misleading in
   the light of the circumstances existing at the time it is delivered to a
   purchaser, or if it is necessary to amend or supplement the Prospectus to
   comply with law, the Company will forthwith prepare and furnish to the
   Underwriters, without expense to them except as otherwise provided in
   subsection (d) of this Section 4, a reasonable number of copies of an
   amendment or amendments or a supplement or supplements to the Prospectus (in
   the form referred to in subsection (b) of this Section 4) which will amend or
   supplement the Prospectus so that as amended or supplemented it will not
   contain any untrue statement of a material fact or omit to state any material
   fact necessary in order to make the statements therein not misleading, or so
   that the Prospectus will comply with law. For the purposes of this
   subsection, the Company will furnish such information as the Representatives
   may from time to time reasonably request.

       (g) The Company will endeavor in good faith, in cooperation with the
   Underwriters, to qualify the Bonds for offering and sale under the applicable
   securities laws of such jurisdictions as the Representatives may designate;
   provided, however, that the Company shall not be obligated to file any
   general consent to service or to qualify as a foreign corporation or as a
   dealer in securities in any jurisdiction in which it is not so qualified.
   In each jurisdiction where any of the Bonds shall be qualified as above
   provided, the Company will make and file such statements and reports in each
   year as are or may be reasonably required by the laws thereof.

       (h) The Company will make generally available to its security holders as
   soon as practicable, but not later than 75 days after the close of the period
   covered thereby, an earnings statement (in form complying with the provisions
   of Section 11 (a) of the Act and the Regulations thereunder (including, at
   the option of the Company, Rule 158), which need not be certified by
   independent public accountants unless required by the Act or the
   Regulations), covering a twelve-month period beginning on the first day of
   the calendar quarter following the Time of Delivery.

         (i) The Company agrees that it will not publicly offer or sell any
   intermediate or long-term debt between the date of the Underwriting Agreement
   and Time of Delivery without the prior written consent of the
   Representatives.

           SECTION 5. Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under the Underwriting Agreement,
including (i) the printing and filing by the Company of the registration
statement and the printing of the Underwriting Agreement, any Agreement Among
Underwriters, any Selling Agreement, the Supplemental Indenture and the
Underwriters' Questionnaire, (ii) the authorization, issuance and delivery of
the Bonds to the Underwriters, including the printing and engraving of the
Bonds, and all taxes, if any, upon the issuance and sale of the Bonds to the
Underwriters, (iii) the qualification of the Bonds under the securities laws of
the various jurisdictions in accordance with the provisions of subsection (g) of
Section 4, including filing fees and fees and disbursements of Underwriters'
counsel in connection with such qualification and in connection with the
preparation of the Blue Sky Survey (such fees of Underwriters' counsel not to
exceed $5,000 in the aggregate), (iv) any fees charged by securities rating
services for rating the Bonds, (v) the fees and expenses of the Trustee and its
counsel in connection with the Bonds and the Supplemental Indenture, (vi) the
printing and delivery to the Underwriters and dealers in quantities as
hereinbefore stated of copies of the registration statement and all amendments
thereto, of any preliminary prospectuses and amended preliminary prospectuses,
of the Registration Statement and any amendments thereto, and of the Prospectus
and any amendments or supplements thereto, and (vii) the cost of printing and
delivery to the Underwriters of copies of the Blue Sky Survey.

       If this Agreement is terminated by the Representatives in accordance with
the provisions of Section 6 or Section l0(b), or is prevented by the Company
from becoming effective in accordance with the provisions of Section l0(a), the
Company shall reimburse the Underwriters severally for their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters incurred in connection with the offering.

           SECTION 6. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters hereunder are subject to the accuracy of and
compliance with the representations and warranties of the Company herein
contained, to the performance by the Company of its obligations hereunder and to
the following further conditions:

        (a) At the Time of Delivery no stop order suspending the effectiveness
   of the Registration Statement shall have been issued under the Act or
   proceedings therefor initiated or threatened by the Commission.

        (b) At the Time of Delivery the Representatives shall have
   received:

              (1) The favorable opinion, dated as of the Time of Delivery, of
      Mayer, Brown & Platt, counsel for the Company (or, with respect to the
      matters in subdivision (vi) below, other counsel reasonably satisfactory
      to the Underwriters), in form and substance satisfactory to counsel for
      the Underwriters, to the effect that:

                   (i) the Company is a corporation in good standing, duly
          organized and validly existing under the laws of the State of Illinois
          and has due corporate authority to carry on the business in which it
          is engaged and to own and operate the properties used by it in such
          business;


                   (ii) the Indenture is in due and proper form, has been duly
          and validly authorized by the necessary corporate action and by orders
          duly entered by the Illinois Commerce Commission; no authorization,
          approval, consent, certificate or order of any other state commission
          or regulatory authority or of any federal commission or regulatory
          authority not already obtained is required in respect of the execution
          and delivery of the Indenture; and the Indenture has been duly and
          validly executed and delivered and is a valid and enforceable
          instrument in accordance with its terms, except as enforcement of
          provisions of the Indenture may be limited by bankruptcy or other laws
          of general application affecting the enforcement of creditors' rights
          and by general equity principles;

                   (iii) the Bonds are in due and proper form; the issue and
          sale of the Bonds by the Company in accordance with the terms of the
          Underwriting Agreement have been duly and validly authorized by the
          necessary corporate action and by order duly entered by the Illinois
          Commerce Commission; no authorization, approval, consent, certificate
          or order of any other state commission or regulatory authority or of
          any federal commission or regulatory authority not already obtained is
          required in respect of such issue and sale (except such consents,
          approvals, authorizations, registrations or qualifications as may be
          required under state securities or Blue Sky laws in connection with
          the purchase and distribution of the Bonds by the Underwriters); the
          Bonds have been duly executed and delivered to the Underwriters
          against payment of the agreed consideration therefor and, assuming due
          authentication thereof by the Trustee, constitute valid and
          enforceable obligations of the Company in accordance with their terms,
          secured by the lien of and, with like exception as noted in the
          foregoing subdivision (ii), entitled to the benefits provided by the
          Indenture, and the registered owners of the Bonds will be entitled to
          the payment of principal and interest, and premium in case of
          redemption, as therein provided; the Bonds and the Indenture conform
          as to legal matters in all material respects with the statements
          concerning them made in the Prospectus, and such statements accurately
          set forth the matters respecting the Bonds and the Indenture required
          to be set forth in the Prospectus;

                   (iv) the Registration Statement is effective under the Act
          and the Indenture has been duly qualified under the Trust Indenture
          Act, and to the best of the knowledge of said counsel no proceedings
          for a stop order are pending or threatened under Section 8(d) of the
          Act;

                   (v) the execution and delivery of the Underwriting Agreement
          by the Company has been duly authorized by the necessary corporate
          action, and the Underwriting Agreement has been duly executed and
          delivered by the Company;

                   (vi) the Company has good and sufficient title to all
          property described or referred to in the Indenture and purported to be
          conveyed thereby (except property released from the lien of the
          Indenture in connection with the sale or other disposition thereof),
          subject only to the lien of the Indenture and to permitted liens as
          defined therein; the Indenture has been duly filed for recordation in
          such manner and in such places as is required by law in order to give
          constructive notice of, establish, preserve and protect the lien of
          the Indenture; the Indenture constitutes a valid, direct first
          mortgage lien, subject only to permitted liens, on substantially all
          property of the Company, except property expressly excepted by the
          terms of the Indenture; the Indenture will, when recorded or
          registered by the Company in accordance with its covenants under the
          Indenture, constitute a valid, direct first mortgage lien on all
          property of the character of that now subject to the lien of the
          Indenture hereafter acquired by the Company, subject only to permitted
          liens and to liens, if any, existing or placed on such after-acquired
          property at the time of the acquisition thereof;

                    (vii) the issue and sale of the Bonds and the compliance by
          the Company with all of the provisions of the Bonds, the Indenture and
          the Underwriting Agreement will not conflict with or result in a
          breach or violation of any of the provisions of, or constitute
          (disregarding any grace or notice period) a default under, any
          indenture, mortgage, loan agreement, contract, note, lease or
          other agreement or instrument, known to such counsel, to which the
          Company is party or by which the Company is bound or to which any of
          the property or assets of the Company is subject (with such exceptions
          as are in the aggregate not material to the business or financial
          condition of the Company or the validity of the Bonds), nor will such
          action result in any violation of the provisions of the Charter or
          By-Laws of the Company, or, to the best of their knowledge, any
          statute or any order, rule or regulation applicable to the Company of
          any court or governmental agency or body having jurisdiction over the
          Company or any of its properties (except such consents, approvals,
          authorizations, registrations or qualifications as may be required
          under state securities or Blue Sky laws in connection with the
          purchase and distribution of the Bonds by the Underwriters);

                    (viii) at the time the registration statement became
          effective, the registration statement and the related prospectus
          (other than the financial statements and notices thereto and
          supporting schedules and other financial information included therein,
          as to which no opinion need be rendered) complied as to form in all
          material respects with the requirements of the Act and the Trust
          Indenture Act and the Regulations;

                     (ix) with minor exceptions, and subject to noncompliance
          with certain procedural and other requirements in the procurement and
          granting of gas franchises in a number of smaller municipalities
          formerly served by Mid-Illinois Gas Company, the Company holds
          franchises from all of the incorporated cities and villages included
          in the communities in which the Company renders gas service; all of
          the franchises so held by the Company are valid and subsisting and
          authorize it to engage in the business conducted by it in the
          respective municipalities granting such franchises; the Company also
          holds certificates of public convenience and necessity issued by the
          Illinois Commerce Commission, which are valid and subsisting and
          constitute due authorization by such commission for the conduct by the
          Company of its operations in all areas served;

                     (x) to the best of their knowledge and information, there
          are no contracts, indentures, mortgages, loan agreements, notes,
          leases or other instruments of a character required to be described in
          the Registration Statement or Prospectus or to be filed as exhibits to
          the Registration Statement other than those described therein or filed
          or incorporated by reference as exhibits thereto and the descriptions
          thereof or reference thereto are correct; and

                     (xi) except as disclosed in the Prospectus, there are no
          material pending or threatened legal proceedings, considering the
          Company and the subsidiaries as a single enterprise, known to said
          counsel, to which the Company or any subsidiary is a party or of which
          property of the Company or any subsidiary is the subject, and to the
          best of the knowledge of said counsel there are no such proceedings
          contemplated by governmental authorities.

      Such counsel shall further state that, based upon their participation in
      the preparation of the Registration Statement and the Prospectus, and any
      amendment or supplement thereto, and upon their review and discussions of
      the contents thereof, but without independent check or verification except
      as specified, nothing has come to their attention that has caused them to
      believe that the Registration Statement, at the time it became effective,
      contained an untrue statement of a material fact or omitted to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading or that the Prospectus, and any
      amendment or supplement thereto, at the date the Registration Statement
      became effective, the date of this Agreement or at the Time of Delivery,
      contained an untrue statement of a material fact or omitted to state a
      material fact necessary in order to make the statements therein, in light
      of the circumstances under which they were made, not misleading.

             (2) The favorable opinion of Wildman, Harrold, Allen & Dixon,
      counsel for the Underwriters, with respect to the incorporation of the
      Company, the validity of the Bonds and the Indenture, the Registration
      Statement, the Prospectus and other related matters as the Representatives
      may reasonably request; provided that any opinion requested with respect
      to the jurisdiction of regulatory authorities (other than the Illinois
      Commerce Commission, the Securities and Exchange Commission and state
      securities or Blue Sky authorities) and the matters in subdivisions
      (vi) and (ix) above will rely upon the opinion of Mayer, Brown & Platt.

            (c) At the effective date of the Registration Statement and at the
   Time of Delivery the Representatives shall have received a letter from Arthur
   Andersen LLP, dated the effective date or Time of Delivery, respectively, in
   form and substance satisfactory to the Representatives, advising that (i)
   they are independent public accountants with respect to the Company and its
   subsidiaries as required by the Act and the 1934 Act and the applicable
   Regulations, (ii) in their opinion, the audited consolidated financial
   statements and any supplemental financial information and schedules of the
   Company examined by them and incorporated by reference in the Registration
   Statement and Prospectus comply as to form in all material respects with the
   applicable accounting requirements of the Act, the 1934 Act and the
   applicable Regulations, (iii) on the basis of a reading of the latest
   available unaudited interim consolidated financial statements prepared by the
   Company, a reading of the minutes of meetings of the shareholder and the
   board of directors and executive committee of the Company and its
   subsidiaries, consultation with officers of the Company responsible for
   financial and accounting matters and other specified procedures, nothing has
   come to their attention which caused them to believe that (A) the unaudited
   interim condensed consolidated financial statements included or incorporated
   by reference in the Prospectus do not comply as to form in all material
   respects with the applicable accounting requirements of the Act, the 1934 Act
   and the applicable Regulations or are not in conformity with generally
   accepted accounting principles applied on a basis substantially consistent
   with that of the audited financial statements incorporated as aforesaid, (B)
   the unaudited income statement data and balance sheet data (other than such
   data for the periods referred to in (A) above) included or incorporated by
   reference in the Prospectus do not agree with the corresponding items in the
   audited or unaudited, as the case may be, financial statements from which
   such data were derived or were not determined on a basis substantially
   consistent with that of the corresponding amounts included in the audited
   consolidated financial statements of the Company incorporated in the
   Registration Statement and Prospectus, or (C) at a specified date within five
   business days of the date of such letter with respect to (1) below, and
   during the period from the date of the latest audited consolidated financial
   statements or unaudited interim condensed consolidated financial statements,
   as the case may be, incorporated in the Prospectus to the date of the latest
   available unaudited interim consolidated financial statements (if any)
   prepared by the Company with respect to (2) below, except in all instances as
   set forth in or contemplated by the Prospectus or as set forth in such
   letter: (1) there was any increase in the consolidated long-term debt of the
   Company and its subsidiaries, as compared with the amounts set forth in the
   latest balance sheet included or incorporated by reference in the Prospectus,
   or (2) there were any decreases in consolidated operating income or net
   income as compared with the corresponding period in the preceding year; and
   (iv) they have carried out specified procedures performed for the purpose of
   comparing certain financial information and percentages (which is limited to
   financial information derived from general accounting records of the Company)
   specified by the Representatives and appearing in the Registration Statement
   or in schedules or exhibits to the Registration Statement or in the
   Prospectus or in documents incorporated by reference in the Prospectus with
   indicated amounts in the financial statements or accounting records of the
   Company and (excluding any questions of legal interpretation and, in the case
   of the letter delivered at the Time of Delivery, any exceptions disclosed in
   the letter delivered at the Effective Date) have found such information and
   percentages to be in agreement with the relevant accounting and financial
   information of the Company referred to in such letter in the description of
   the procedures performed by them. If such letter discloses any material
   adverse decreases or increases, as the case may be, in the items specified in
   item (iii) (C) above which are not set forth in or contemplated by the
   Prospectus which, in the judgment of the Representatives, makes it
   impracticable or inadvisable to proceed with the public offering or the
   delivery of the Bonds on the terms and in the manner contemplated by the
   Prospectus, this Agreement and all obligations of the Underwriters hereunder
   may be cancelled by the Representatives by notifying the Company in the
   manner and with the effect provided below in the last sentence of this
   Section 6.

         (d) At the Time of Delivery the Representatives shall have received a
   certificate of the Chairman, President, Vice President and principal
   financial officer, Vice President and principal accounting officer or
   Treasurer of the Company, dated as of the Time of Delivery, to the effect
   that the signer of such certificate has carefully examined the Registration
   Statement, the Prospectus and any amendment or supplement thereto and the
   Underwriting Agreement and that, in his opinion, at the time the Registration
   Statement became effective, the Registration Statement did not contain an
   untrue statement of a material fact or omit to state a material fact required
   to be stated therein or necessary in order to make the statements therein not
   misleading, and at the date of the Underwriting Agreement the Prospectus did
   not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary in order to make the
   statements therein not misleading, and since the date of the Underwriting
   Agreement, no event has occurred which should have been set forth in an
   amendment of or supplement to the Prospectus which has not been so set forth;
   and no stop order suspending the effectiveness of the Registration Statement
   has been issued and no proceedings therefor have been instituted or
   threatened by the Commission; and to the further effect that all the
   representations and warranties contained in Section 2 hereof are true and
   correct, with the same force and effect as though expressly made at the Time
   of Delivery.

             (e) At the Time of Delivery the rating assigned by any nationally
   recognized securities rating agency to any debt securities of the Company as
   of the date of the Underwriting Agreement shall not have been lowered since
   the date of the Underwriting Agreement and no such agency shall have publicly
   announced that it has placed any of such debt securities on what is commonly
   termed a "watch list" for possible downgrading.

             (f) At the Time of Delivery counsel for the Underwriters shall have
   been furnished with such documents and opinions as they may reasonably
   require for the purpose of enabling them to pass upon the sale of the Bonds
   as herein contemplated and related proceedings, or in order to evidence the
   accuracy or completeness of any of the representations or warranties, or the
   fulfillment of any of the conditions, herein contained; and all proceedings
   taken by the Company in connection with the sale of the Bonds as herein
   contemplated shall be satisfactory in form and substance to the
   Representatives and counsel for the Underwriters.

          If any of the conditions specified in this Section shall not have been
fulfilled when and as required by this Agreement to be fulfilled, this Agreement
and all obligations of the Underwriters hereunder may be cancelled by the
Representatives by notifying the Company of such cancellation in writing or by
telecopy at any time at or prior to the Time of Delivery and any such
cancellation shall be without liability of any party to any other party except
as otherwise provided in this Agreement.

           SECTION 7. Condition of Company's Obligations. The obligations of the
Company to sell and deliver the Bonds are subject to the following conditions:
that at the Time of Delivery no stop order suspending the effectiveness of the
Registration Statement shall have been issued or proceedings therefor initiated
or threatened; that the order of the Illinois Commerce Commission, referred to
in Section 2(k), shall be in full force and effect substantially in the form in
which such order shall originally have been entered; and that the Indenture
shall be qualified under the Trust Indenture Act.

           SECTION 8. Indemnification. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls
any Underwriter within the meaning of the Act or the 1934 Act, as
follows:

          (i) against any and all loss, liability, claim, damage and expense,
   whatsoever, arising out of any untrue statement or alleged untrue statement
   of a material fact contained in the registration statement as it became
   effective, or in any amendment thereto, or in the Registration Statement (or
   any amendment thereto), or the omission or alleged omission therefrom of a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading, or arising out of any untrue statement or
   alleged untrue statement of a material fact contained in any preliminary
   prospectus or the Prospectus (or any amendment or supplement thereto) or the
   omission or alleged omission therefrom of a material fact necessary in order
   to make the statements therein, in light of the circumstances under which
   they were made, not misleading, unless such untrue statement or omission or
   such alleged untrue statement or omission was made in reliance upon and in
   conformity with written information respecting the Underwriters furnished to
   the Company by or on behalf of any Underwriter through the Representatives
   expressly for use in the Registration Statement (or any amendment thereto) or
   the Prospectus (or any amendment or supplement thereto);

          (ii) against any and all loss, liability, claim, damage and expense
   whatsoever to the extent of the aggregate amount paid in settlement of any
   litigation, commenced or threatened, or of any claim whatsoever based upon
   any such untrue statement or omission or any such alleged untrue statement or
   omission, if such settlement is effected with the written consent of the
   Company; and

          (iii) against any and all expenses whatsoever reasonably incurred in
   investigating, preparing or defending against any litigation, commenced or
   threatened, or any claim whatsoever based upon any such untrue statement or
   omission, or any such alleged untrue statement or omission, to the extent
   that any such expense is not paid under (i) or (ii) above, and, in the case
   of (i) above, unless such untrue statement or omission or such alleged untrue
   statement or omission was made in reliance upon and in conformity with
   written information respecting the Underwriters furnished to the Company by
   or on behalf of any Underwriter through the Representatives expressly for use
   in the Registration Statement (or any amendment thereto) or the Prospectus
   (or any amendment or supplement thereto), or, in the case of (ii) above,
   provided such settlement is effected with the written consent of the Company.

        This indemnity agreement is subject to the condition that, insofar as it
relates to any untrue statement, alleged untrue statement, omission or alleged
omission made in a preliminary prospectus or preliminary prospectus supplement,
but eliminated or remedied in the Prospectus, such indemnity agreement shall not
inure to the benefit of any Underwriter from whom the person asserting any loss,
liability, claim or damage purchases the Bonds which are the subject thereof (or
to the benefit of any person who controls such Underwriter) if such Underwriter
fails to send or give a copy of the Prospectus (excluding documents incorporated
by reference) to such person prior to or together with written confirmation of
the sale of such Bonds to such person and the delivery thereof would have
constituted a defense to the claim by such person.

       In no case shall the Company be liable under this indemnity agreement
with respect to any claim made against any Underwriter or any such controlling
person unless the Company shall be notified in writing of the nature of the
claim within a reasonable time after the assertion thereof, but failure to so
notify the Company shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement. The Company shall be
entitled to participate at its own expense in the defense, or, if it so elects,
within a reasonable time after receipt of such notice, to assume the defense of
any suit brought to enforce any such claim, but if it so elects to assume the
defense, such defense shall be conducted by counsel chosen by it and approved by
the Underwriter or Underwriters or controlling person or persons, defendant or
defendants in any suit so brought, which approval shall not be unreasonably
withheld. In the event that the Company elects to assume the defense of any such
suit and retains such counsel, the Underwriter or Underwriters or controlling
person or persons, defendant or defendants in the suit shall thereafter bear the
fees and expenses of any additional counsel retained by them. In the event that
the parties to any such action (including impleaded parties) include both the
Company and one or more Underwriters and any such Underwriter shall have been
advised by counsel chosen by it and satisfactory to the Company that there may
be one or more legal defenses available to it which are different from or
additional to those available to the Company, the Company shall not have the
right to assume the defense of such action on behalf of such Underwriter and
will reimburse such Underwriter and any person controlling such Underwriter as
aforesaid for the reasonable fees and expenses of any counsel retained by them,
it being understood that the Company shall not, in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expense of more than one separate firm of attorneys for all
such Underwriters and controlling persons, which firm shall be designated in
writing by the Representatives. The Company agrees to notify the Representatives
within a reasonable time of the assertion of any claim against it, any of its
officers or directors or any person who controls the Company within the meaning
of the Act or the 1934 Act, in connection with the sale of the Bonds.


        (b) Each Underwriter severally agrees that it will indemnify and hold
harmless the Company, its directors, and each of its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act or the 1934 Act, to the same extent as the indemnity
contained in subsection (a) of this Section, but only with respect to statements
or omissions made in the registration statement as it became effective, or in
any amendment thereto, or in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information respecting the Underwriters
furnished to the Company by or on behalf of such Underwriter through the
Representatives expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto).
In case any action shall be brought against the Company or any person so
indemnified based on the Registration Statement (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto) and in respect of which
indemnity may be sought against any Underwriter, such Underwriter shall have the
rights and duties given to the Company, and the Company and each person so
indemnified shall have the rights and duties given to the Underwriters, by the
provisions of subsection (a) of this Section.

         (c) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Bonds and
also the relative fault of the Company on the one hand and the Underwriters on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact,
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (c) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (c). Notwithstanding the provisions of this subsection (c), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Bonds underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(c) to contribute are several in proportion to their respective underwriting
obligations and not joint.

       (d) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act or the 1934 Act; and the obligations
of the Underwriters under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the meaning of the Act or
the 1934 Act.

           SECTION 9. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in the
Underwriting Agreement and/or contained in certificates of officers of the
Company submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or any controlling person of any Underwriter, or by or on behalf of the Company,
and shall survive payment for and delivery of the Bonds.


           SECTION 10. Effective Date of the Underwriting Agreement and
Termination Thereof. (a) The Underwriting Agreement shall become effective at
the time of the initial public offering by the Underwriters of any of the Bonds.
The time of the initial public offering shall mean 12:00 noon, New York City
time, on the first full business day after the Underwriting Agreement is
executed or at such time as the Representatives may authorize the sale of the
Bonds to the public by the Underwriters or other securities dealers, whichever
shall first occur. The Representatives or the Company may prevent the
Underwriting Agreement from becoming effective without liability of any party to
any other party, except as otherwise provided in the Underwriting Agreement, by
giving the notice indicated below in this Section prior to the time the
Underwriting Agreement would otherwise become effective as herein provided.

        (b) The Representatives shall have the right to terminate the
Underwriting Agreement by giving the notice indicated below in this Section at
any time at or prior to the Time of Delivery if (i) the Company shall have
sustained since the respective dates as of which information is given in the
Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree; or (ii)
since the respective dates as of which information is given in the Prospectus
there shall have been any material increase in the long-term debt, or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general business affairs, management,
financial position, results of operations, or business prospects of the Company
and its subsidiaries considered as one enterprise, otherwise than as set forth
or contemplated in the Prospectus, the effect of which, in any such case
described in clause (i) or (ii), in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Bonds on the terms and in the manner contemplated in the Prospectus; or
(iii) there shall have occurred the outbreak or escalation of hostilities
involving in a significant way the armed forces of the United States, or the
declaration by the United States, on or after the date of the Underwriting
Agreement, of a national emergency or war, or there shall have occurred a
general suspension or limitation of trading in securities on the New York or
American Stock Exchanges, or the establishment of minimum prices on either such
Exchange, or a general moratorium on commercial banking activities in New York
is declared by either federal or New York state authorities, the effect of which
in the judgment of the Representatives makes it impracticable or inadvisable to
proceed with the public offering or the delivery of the Bonds on the terms and
in the manner contemplated in the Prospectus. If the Representatives shall so
terminate the Underwriting Agreement, such termination shall be without
liability of any party to any other party except as otherwise provided in the
Underwriting Agreement.

       (c) If the Representatives elect to prevent the Underwriting Agreement
from becoming effective or to terminate the Underwriting Agreement as provided
in this Section, the Company and each other Underwriter shall be notified
promptly by the Representatives, by telephone or telegram, confirmed by letter.
If the Company elects to prevent the Underwriting Agreement from becoming
effective as provided in this Section, the Representatives shall be notified
promptly by the Company by telephone or telegram, confirmed by letter.

           SECTION 11. Default of Underwriters. If any one or more of the
Underwriters shall fail at the Time of Delivery to purchase the amount of Bonds
which it or they are obligated to purchase hereunder (the "Defaulted Bonds"),
then the Representatives shall have the right, within 24 hours thereafter, to
make arrangements for one or more of the non-defaulting Underwriters, or any
other underwriters, to purchase all, but not less than all, of the Defaulted
Bonds in such amounts as may be agreed upon and upon the terms herein set forth.
If, however, during such 24 hours the Representatives shall not have completed
such arrangements for the purchase of all of the Defaulted Bonds, then the
Company shall be entitled to a further period of 24 hours within which to
procure another party or parties satisfactory to the Representatives to purchase
all of such Defaulted Bonds on such terms. If, after giving effect to any
arrangements for the purchase of Defaulted Bonds by the Representatives and the
Company as provided above, then:

            (a) if the amount of Defaulted Bonds does not exceed 10% of the
   aggregate principal amount of the Bonds being sold hereunder, the
   non-defaulting Underwriters shall be obligated to purchase severally the full
   amount thereof in the proportions that their respective underwriting
   obligations hereunder bear to the underwriting obligations of all
   non-defaulting Underwriters, or


             (b) if the amount of Defaulted Bonds exceeds 10% of the aggregate
   principal amount of the Bonds being sold hereunder, the Underwriting
   Agreement shall terminate without any liability on the part of the Company or
   any non-defaulting Underwriter.

          The termination of the Underwriting Agreement pursuant to this Section
shall be without liability on the part of the Company or any of said
non-defaulting Underwriters, except for the respective obligations of the
Company and the Underwriters pursuant to Section 8 and except that the Company
shall be obligated to reimburse the Underwriters for their out-of-pocket
expenses (including reasonable fees and disbursements of counsel for the
Underwriters) incurred in connection with the offering if the Underwriting
Agreement could have been terminated by the Representatives pursuant to Sections
6 or 10(b).

           Nothing herein shall relieve any Underwriter so defaulting from
liability, if any, for such default.

           In the event of a default by any one or more Underwriters as set
forth in this Section, either the Representatives or the Company shall have the
right to postpone the Time of Delivery for an additional period not exceeding 7
days in order that any required changes in the Registration Statement and
Prospectus or in any other documents or arrangements may be effected.

           SECTION 12. Notices. Except as otherwise provided in the Underwriting
Agreement, all communications under the Underwriting Agreement shall be in
writing, and, if sent to the Underwriters, shall be mailed, delivered or
telecopied and confirmed to the address of the Representatives, as set forth in
the Underwriting Agreement (except that any notice to an Underwriter pursuant to
Section 8 hereof shall be sent to it at its address set forth in the copies of
the Underwriters' Questionnaires furnished to the Company), or, if sent to the
Company shall be mailed or telecopied and confirmed to it at P.O. Box 190,
Aurora, Illinois 60507-0190, or delivered to it at 1844 Ferry Road, Naperville,
Illinois, 60563-9600 for the attention of George M. Behrens, Vice President and
Treasurer.

           SECTION 13. Parties. The Underwriting Agreement shall inure to the
benefit of and be binding upon the Underwriters and the Company and their
respective successors. Nothing expressed or mentioned in the Underwriting
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons and the directors and officers referred to in Section 8,
any legal or equitable right, remedy or claim under or in respect of the
Underwriting Agreement or any provision herein contained; the Underwriting
Agreement and all conditions and provisions hereof being intended to be and
being for the sole and exclusive benefit of the parties hereto and their
respective successors and said controlling persons, directors and officers and
for the benefit of no other person, firm or corporation. No purchaser of any
Bonds from any Underwriter shall be deemed to be a successor by reason merely of
such purchase.

           SECTION 14. Choice of Law. The Underwriting Agreement shall be
construed in accordance with, and governed by, the laws of the State of
Illinois.