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EXHIBIT 4.A    Colorado Interstate Gas Company and Harris Trust and Savings Bank, Trustee   INDENTURE
Dated as of June 27, 1997   Senior Debt Securities




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i TABLE OF CONTENTS PageRecitals of the Company 1
    
    
    1ARTICLE 1Definitions And Incorporation By ReferenceSection 1.01 Definitions
    
    
    1Section 1.02 Incorporation by Reference of Trust Indenture Act
    
    
    7Section 1.03 Rules of Construction
    
    
    7ARTICLE 2The SecuritiesSection 2.01 Form of Securities
    
    
    8Section 2.02 Title and Terms
    
    
    8Section 2.03 Execution and Authentication
    
    
    11Section 2.04 Registrar and Paying Agent
    
    
    13Section 2.05 Paying Agent to Hold Money In Trust
    
    
    13Section 2.06 Securityholder Lists
    
    
    13Section 2.07 Transfer and Exchange
    
    
    14Section 2.08 Replacement Securities
    
    
    15Section 2.09 Outstanding Securities
    
    
    16Section 2.10 Treasury Securities
    
    
    16Section 2.11 Temporary Securities
    
    
    16Section 2.12 Cancellation
    
    
    17Section 2.13 Defaulted Interest
    
    
    17Section 2.14 Persons Deemed Owners
    
    
    17ARTICLE 3ARedemptionSection 3A.01 Right of Redemption
    
    
    17Section 3A.02 Applicability of Article
    
    
    18Section 3A.03 Election to Redeem; Notice to Trustee
    
    
    18Section 3A.04 Selection by Trustee of Securities to be Redeemed
    
    
    18Section 3A.05 Notice of Redemption
    
    
    18Section 3A.06 Deposit of Redemption Price
    
    
    19Section 3A.07 Securities Payable on Redemption Date
    
    
    19Section 3A.08 Securities Redeemed in Part
    
    
    20




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ii PageARTICLE 3BSinking FundSection 3B.01 Sinking Fund Payments
    
    
    20Section 3B.02 Satisfaction of Sinking Fund Payments with Securities
    
    
    20Section 3B.03 Redemption of Securities for Sinking Fund
    
    
    20ARTICLE 4CovenantsSection 4.01 Payment of Securities
    
    
    21Section 4.02 Maintenance of Office or Agency
    
    
    21Section 4.03 Corporate Existence
    
    
    22Section 4.04 Liquidation
    
    
    22Section 4.05 Compliance Certificate
    
    
    23Section 4.06 SEC Reports
    
    
    23Section 4.07 Waiver of Stay, Extension or Usury Laws
    
    
    23Section 4.08 Restrictions on Liens
    
    
    24Section 4.09 Restrictions on Sales and Leasebacks
    
    
    25ARTICLE 5Successor CorporationSection 5.01 When Company May Merge, etc
    
    
    25Section 5.02 Successor Corporation Substituted
    
    
    26ARTICLE 6Default And RemediesSection 6.01 Events of Default
    
    
    26Section 6.02 Acceleration
    
    
    27Section 6.03 Other Remedies
    
    
    28Section 6.04 Waiver of Past Defaults
    
    
    28Section 6.05 Control by Majority
    
    
    29Section 6.06 Limitation on Suits
    
    
    29Section 6.07 Rights of Holders to Receive Payment
    
    
    29Section 6.08 Collection Suit by Trustee
    
    
    29Section 6.09 Trustee May File Proofs of Claim
    
    
    30Section 6.10 Priorities
    
    
    30Section 6.11 Undertaking for Costs
    
    
    31




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iii PageARTICLE 7TrusteeSection 7.01 Duties of Trustee
    
    
    31Section 7.02 Rights of Trustee
    
    
    32Section 7.03 Individual Rights of Trustee
    
    
    33Section 7.04 Trustees Disclaimer
    
    
    33Section 7.05 Notice of Defaults
    
    
    33Section 7.06 Reports by Trustee to Holders
    
    
    33Section 7.07 Compensation and Indemnity
    
    
    34Section 7.08 Replacement of Trustee
    
    
    34Section 7.09 Successor Trustee by Merger, etc
    
    
    35Section 7.10 Eligibility; Disqualification
    
    
    35Section 7.11 Preferential Collection of Claims Against Company
    
    
    35ARTICLE 8Discharge Of IndentureSection 8.01 Termination of Companys Obligations
    
    
    36Section 8.02 Application of Trust Money
    
    
    37Section 8.03 Repayment to Company
    
    
    37Section 8.04 Reinstatement
    
    
    37Section 8.05 Indemnity for U.S. Government Obligations
    
    
    38ARTICLE 9Amendments, Supplements And WaiversSection 9.01 Without Consent of Holders
    
    
    38Section 9.02 With Consent of Holders
    
    
    39Section 9.03 Compliance with Trust Indenture Act
    
    
    40Section 9.04 Revocation and Effect of Consents
    
    
    40Section 9.05 Notation On or Exchange of Securities
    
    
    40Section 9.06 Trustee to Sign Amendments, etc
    
    
    40ARTICLE 10MiscellaneousSection 10.01 Trust Indenture Act Controls
    
    
    41Section 10.02 Notices
    
    
    41Section 10.03 Communications by Holders With Other Holders
    
    
    42Section 10.04 Certificate and Opinion as to Conditions Precedent
    
    
    42Section 10.05 Statements Required in Certificate or Opinion
    
    
    42Section 10.06 Rules by Trustee, Paying Agent, Registrar
    
    
    42




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iv PageSection 10.07 Legal Holidays
    
    
    43Section 10.08 Governing Law
    
    
    43Section 10.09 No Adverse Interpretation of Other Agreements
    
    
    43Section 10.10 No Recourse Against Others
    
    
    43Section 10.11 Successors
    
    
    43Section 10.12 Duplicate Originals
    
    
    43Section 10.13 Separability
    
    
    43Section 10.14 Action of Holders when Securities are Denominated in
Different Currencies
    
    
    43Section 10.15 Monies of Different Currencies to be Segregated
    
    
    44Section 10.16 Payment to be in Proper Currency
    
    
    44Signatures
    
    
    45EXHIBITION A- FORM OF SECURITY
    
    
    A-1
   NOTE:
    
    This Table of Contents shall not, for any purpose, be deemed to be a part of this Indenture




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INDENTURE, dated as of June 27, 1997 between Colorado Interstate Gas Company, a Delaware
corporation (the Company), and Harris Trust and Savings Bank, as Trustee (the Trustee). Recitals of the Company The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured notes, debentures or other evidences of
indebtedness (collectively, the Securities), to be issued from time to time in one or more series
(a Series) as provided in this Indenture and as shall be provided, in respect of any Series, in
or pursuant to the Authorizing Resolution hereinafter referred to and/or in the indenture
supplemental hereto (if any) relating to such Series. ARTICLE 1 Definitions And Incorporation By Reference Section 1.01 Definitions. Affiliate of any specified person means any other person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified person. For the
purposes of this definition, control when used with respect to any person means the power to
direct the management and policies of such person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms controlling and
controlled have meanings correlative to the foregoing. Agent means any Registrar, Paying Agent or co-Registrar. Attributable Debt means, with respect to any Sale and Leaseback Transaction as of any
particular time, the present value (discounted at the rate of interest implicit in the terms of the
lease) of the obligations of the lessee under such lease for net rental payments during the
remaining term of the lease (including any period for which such lease has been extended or may, at
the option of the Company, be extended). Authorizing Resolution means a Board Resolution providing for the issuance of a Series of
Securities. Bankruptcy Law shall have the meaning provided in Section 6.01. Board of Directors means the Board of Directors of the Company or any duly authorized
committee of the Board. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee (except as
provided in Section 2.03). Business Day means a day that is not a Legal Holiday.




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2 Capital Stock means, with respect to any person, any and all shares, interests,
participations or other equivalents (however designated) of corporate stock of such person other
than Mandatory Redemption Preferred Stock. Capitalized Lease Obligation means Indebtedness represented by obligations under a lease
that is required to be capitalized for financial reporting purposes in accordance with generally
accepted accounting principles and the amount of such Indebtedness shall be the capitalized amount
of such obligations determined in accordance with such principles. Company means the party named as such in this Indenture until a successor replaces it
pursuant to this Indenture and thereafter means the successor. Company Request and Company Order mean, respectively, a written request or order signed in
the name of the Company by two Officers of the Company or by an Officer and the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, and delivered to the Trustee in
respect of the Series to which the Company Request or Company Order shall relate. Consolidated Net Tangible Assets means the total assets appearing on a consolidated balance
sheet of the Company and its Subsidiaries less, without duplication: (i) current liabilities; (ii)
reserves for estimated rate refunds pending the outcome of a rate proceeding to the extent such
refunds have not been finally determined; (iii) all intangible assets; and (iv) deferred income tax
assets. Consolidated Subsidiary means a Subsidiary which for financial reporting purposes is
accounted for by the Company as a consolidated subsidiary. Corporate Trust Office or other similar term means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered, which office at
the date hereof is located at 111 West Monroe Street, Chicago, Illinois 60603; the Trustee will
notify the Company of any change thereof. Custodian shall have the meaning provided in Section 6.01. Default means any event which is, or after notice or passage of time or both would become,
an Event of Default. Depository means, with respect to the Securities of any Series issuable or issued in the
form of one or more Global Securities, the Person designated as Depository by the Company pursuant
to Section 2.02, initially The Depository Trust Company, until a successor Depository shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter Depository
shall mean or include each person who is then a Depository hereunder, and, if at any time there is
more than one such person, Depository as used with respect to the Securities of any such Series
shall mean the Depository with respect to the Global Securities of such Series. Event of Default shall have the meaning provided in Section 6.01.




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3 Extendible Securities means Securities of any Series issued hereunder the final maturity of
which is extendible for a stated period of time, as shall be provided in, or pursuant to, the
Authorizing Resolution and/or supplemental indenture (if any) relating to such Series. Funded Debt means all Indebtedness maturing one year or more from the date of the creation
thereof, all Indebtedness directly or indirectly renewable or extendible, at the option of the
debtor, by its terms or by the terms of any instrument or agreement relating thereto, to a date one
year or more from the date of the creation thereof, and all Indebtedness under a revolving credit
or similar agreement obligating the lender or lenders to extend credit over a period of one year or
more, even though such Indebtedness may also conform to the definition of Short-Term Borrowing. Global Security means a Security evidencing all or a part of a Series of Securities issued
to and registered in the name of the Depository for such Series, or its nominee, in accordance with
Section 2.02, and bearing the legend prescribed in Section 2.03. Holder or Securityholder means, with respect to any Security, the person in whose name
such Security is registered on the Security Register. Indebtedness means (i) any liability of any person (a) for borrowed money, (b) evidenced by
a note, debenture or similar instrument (including a purchase money obligation) given in connection
with the acquisition of any property or assets (other than inventory or similar property acquired
in the ordinary course of business), including securities, or (c) for the payment of money relating
to a Capitalized Lease Obligation; (ii) any guarantee by any person of any liability of others
described in the preceding clause (i); and (iii) any amendment, renewal, extension or refunding of
any liability of the types referred to in clauses (i) and (ii) above. Indenture means this Indenture as amended or supplemented from time to time and shall
include the forms and terms of particular Series of Securities established as contemplated
hereunder. Interest Payment Date means, for any Series of Securities issued and outstanding hereunder,
the date or dates in each year on which any interest on such Series is paid or made available for
payment. Legal Holiday shall have the meaning provided in Section 10.07. Lien means any mortgage, lien, pledge, charge, or other security interest or encumbrance of
any kind. Mandatory Redemption Preferred Stock means, with respect to any person, any and all shares
of preferred stock of such person now outstanding or hereafter issued, subject to mandatory
redemption provisions. Maturity when used with respect to any Security means the date on which the principal of
such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise.




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4 Maturity Date means the date specified in each Security on which the principal thereof is
due and payable in full. Officer means the Principal Executive Officer, Principal Financial Officer or Principal
Accounting Officer of the Company. Officers Certificate means a certificate signed by two Officers or by an Officer and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee. See Sections 10.04 and 10.05. Opinion of Counsel means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company. See Sections 10.04 and 10.05. Original Issue Date means the date on which a Security is issued to the original purchaser
thereof, as specified in such Security. Original Issue Discount Securities means Securities which provide for an amount less than
100% of the principal amount thereof to be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 6.02. Paying Agent shall have the meaning provided in Section 2.04, except that for the purposes
of Article 8 and Section 4.04 the Paying Agent shall not be the Company or any Subsidiary. person means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or other agency or political
subdivision thereof. principal of a debt security means the principal of the security plus, when appropriate, the
premium, if any, on. the security. Principal Domestic Property of the Company shall mean any property, plant, equipment or
facility of the Company which is located in the United States or any territory or political
subdivision thereof, except any property which the Board of Directors or management of the Company
shall determine to be not material to the business or operations of the Company and its
Subsidiaries, taken as a whole. Redeemable Securities means Securities of any Series which may be redeemed, at the option of
the Company, prior to the Stated Maturity thereof, on the terms specified in or pursuant to the
Authorizing Resolution and/or supplemental indenture relating to such Series and in accordance with
Article 3A herein. Redemption Date when used with respect to any Security of any Series to be redeemed means
the date fixed for such redemption by or pursuant to the provisions of such Security, this
Indenture and the Authorizing Resolution and/or supplemental indenture (if any) relating to such
Security.




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5 Redemption Price when used with respect to any Security of any Series to be redeemed means
the price at which it is to be redeemed pursuant to the provisions of such Security, this Indenture
and the Authorizing Resolution and/or supplemental indenture relating to such Security. Registrar shall have the meaning provided in Section 2.04. Regular Record Date means, for the interest payable on any Interest Payment Date in respect
of any Series of Securities, except as provided in, or pursuant to, the Authorizing Resolution
and/or supplemental indenture (if any) relating thereto, the day (whether or not a Business Day)
that is fifteen days preceding the applicable Interest Payment Date. Required Currency shall have the meaning provided in Section 10.16. Sale and Leaseback Transaction shall have the meaning provided in Section 4.09. SEC means the Securities and Exchange Commission. Securities means the Securities, as amended or supplemented from time to time pursuant to
the terms of this Indenture, of the Company of any Series that are issued under this Indenture. Security Register shall have the meaning provided in Section 2.04. Series means, with respect to Securities issued hereunder, the Securities issued pursuant to
any particular Authorizing Resolution and/or supplemental indenture (if any), subject to the right
of the Board of Directors to specify in such Authorizing Resolution and/or supplemental indenture
(if any) that such Securities shall constitute more than one Series. Short-Term Borrowing means all Indebtedness in respect of borrowed money maturing on demand
or within one year from the date of the creation thereof and not directly or indirectly renewable
or extendible, at the option of the debtor, by its terms or by the terms of any instrument or
agreement relating thereto, to a date one year or more from the date of the creation thereof;
provided, that Indebtedness in respect of borrowed money arising under a revolving credit or
similar agreement which obligates the lender or lenders to extend credit over a period of one year
or more shall constitute Funded Debt and not Short-Term Borrowing even though the same matures on
demand or within one year from the date as of which such Short-Term Borrowing is to be determined. Significant Subsidiary means a Subsidiary, including its Subsidiaries, which meets any of
the following conditions:  (a)
    the Companys and its other Subsidiaries investments in and advances to the
Subsidiary exceed 10 percent of the total assets of the Company and its Subsidiaries
consolidated as of the end of any two of the three most recently completed fiscal
years; or




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6  (b)
    the Companys and its other Subsidiaries proportionate share of the total
assets of the Subsidiary exceeds 10 percent of the total assets of the Company and its
Subsidiaries consolidated as of the end of any two of the three most recently completed
fiscal years; or(c)
    the Companys and its other Subsidiaries equity in the income from continuing
operations before income taxes, extraordinary items and cumulative effect of a change
in accounting principles of the Subsidiary exceeds 10 percent of such income of the
Company and its Subsidiaries consolidated as of the end of any two of the three most
recently completed fiscal years. Sinking Fund means, with respect to any Sinking Fund Securities, a sinking fund provided for
in Article 3B. Sinking Fund Securities means Securities of any Series which are required to be redeemed
from time to time prior to the Stated Maturity thereof in whole or in part under a Sinking Fund, on
the terms specified in the Authorizing Resolution and/or supplemental indenture (if any) relating
to such Series and in accordance with Article 3B herein. Special Record Date shall have the meaning provided in Section 2.13. Stated Maturity when used with respect to any Security or any installment of interest
thereon means the date specified in such Security as the fixed date on which the principal of such
Security or such installment of interest is due and payable. Subsidiary means (i) a corporation a majority of whose Capital Stock with voting power,
under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by
the Company, by the Company and a Subsidiary (or Subsidiaries) of the Company or by a Subsidiary
(or Subsidiaries) of the Company or (ii) any other person (other than a corporation) in which the
Company, a Subsidiary (or Subsidiaries) of the Company or the Company and a Subsidiary (or
Subsidiaries) of the Company, directly or indirectly, at the date of determination thereof has at
least majority ownership interest; provided,that no corporation shall be deemed a Subsidiary until
the Company, a Subsidiary (or Subsidiaries) of the Company or the Company and a Subsidiary (or
Subsidiaries) of the Company acquires more than 50% of the outstanding voting stock thereof and has
elected a majority of its board of directors. TIA means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the
date of this Indenture except as provided in Section 9.03. Trustee means the party named as such in this Indenture until a successor replaces it in
accordance with the provisions of this Indenture and thereafter means and includes the person or
each person who is then a Trustee hereunder, and if at any time there is more than one such person,
Trustee as used with respect to the Securities of any Series shall mean the Trustee with respect
to Securities of that Series. Trust Officer means any officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.




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7 U.S. Government Obligations shall have the meaning provided in Section 8.01. Yield to Maturity means, with respect to any Series of Securities, the yield to maturity
thereof, calculated at the time of issuance thereof, or, if applicable, at the most recent
redetermination of interest thereon, and calculated in accordance with accepted financial practice. Section 1.02 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings: Commission means the SEC; indenture securities means the Securities; indenture security holder means a Securityholder; indenture to be qualified means this Indenture; indenture trustee or institutional trustee means the Trustee; and obligor on the indenture securities means the Company or any other obligor on the
Securities. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule and not otherwise defined herein have the
meanings assigned to them therein. Section 1.03 Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles in effect in the United States, and
any other reference in this Indenture to generally accepted accounting principles refers
to generally accepted accounting principles in effect in the United States; (3) or is not exclusive; (4) words in the singular include the plural, and words in the plural include the
singular, (5) provisions apply to successive events and transactions;




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8 (6) herein, hereof, hereunder and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision; and (7) include, included, and including as used herein shall be deemed in each case
to be followed by the phrase without limitation. ARTICLE 2 The Securities Section 2.01 Form of Securities. The Securities of each Series and the certificate of authentication thereon shall be in
substantially the forms set forth in Exhibit A or in such other forms as shall be specified in, or
pursuant to, the Authorizing Resolution and/or in the indenture supplemental hereto (if any)
relating to such Series, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or the said Authorizing Resolution and/or
supplemental indenture (if any). The definitive Securities of each Series shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may be produced in any
other manner permitted by the rules of any securities exchange on which the Securities may be
listed, or, if they shall not be listed on any securities exchange, in any other manner consistent
herewith, all as shall be determined by the officers executing such Securities, as evidenced by
their execution of such Securities. The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage. The Company shall approve the form of the Securities
and any notation, legend or endorsement on them. The terms and provisions contained in the Securities, annexed hereto as Exhibit A or such
other forms as specified in the Authorizing Resolution and/or supplemental indenture (if any)
relating thereto, shall constitute, and are hereby expressly made, a part of this Indenture. Section 2.02 Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more Series. The terms of each Series shall be as
provided in an Authorizing Resolution and/or supplemental indenture (if any) or shall be determined
in the manner specified therein. The terms to be specified in respect of each Series in the
Authorizing Resolution and/or supplemental indenture (if any), or by such person and/or procedures
as shall be provided therein, shall include the following: (1) the title of the Securities of such Series, which shall distinguish such Series
from all other Series;




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9 (2) any limit upon the aggregate principal amount of the Securities of such Series
which may be authenticated and delivered under this Indenture (except for Securities of such
Series authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.11, 3A.08 or 9.05); (3) the date or dates on which the principal of the Securities of such Series is
payable, and, if the Series shall be Extendible Securities, the terms on which the Company
or any other person shall have the option to extend the Maturity of such Securities and the
rights, if any, of the Holders to require payment of the Securities; (4) the rate or rates at which the Securities of such Series shall bear interest, if
any (whether floating or fixed), the provisions, if any, for determining such interest rate
or rates and adjustments thereto, the date or dates from which such interest shall accrue,
the provisions, if any, for determining such date or dates, the Interest Payment Dates
therefor and the Regular Record Dates (if different from those provided in the form of
Security herein set forth) for the determination of Holders of the Securities of such Series
to whom interest is payable and the basis upon which interest, if any, shall be calculated
if other than that of a 360-day year of twelve 30-day months; (5) the place or places where the principal of and interest on Securities of such
Series shall be payable (if other than as provided in Section 4.02), where Securities of
such Series may be surrendered for registration of transfer or exchange and where notices or
demands to or upon the Company in respect of Securities of such Series and this Indenture
may be served; (6) the price or prices at which, the period or periods within which and the terms and
conditions upon which the Securities of such Series may be redeemed, in whole or in part, at
the option of the Company, pursuant to a Sinking Fund or otherwise; (7) the obligation, if any, of the Company to redeem, purchase or repay Securities of
such Series, in whole or in part, pursuant to a Sinking Fund or otherwise or at the option
of a Holder thereof, and the price or prices at which, the period or periods within which
and the terms and conditions upon which such redemption, purchase or repayment shall be
made; (8) any deletions from, modifications of or additions to the Events of Default provided
for herein with respect to the Securities of such Series, and any deletions from,
modifications of or additions to the covenants or obligations provided for herein of the
Company to the Holders of the Securities of such Series; (9) if less than 100% of the principal amount of the Securities of such Series is
payable on acceleration under Section 6.02 or in bankruptcy under Section 6.09 at any time,
a schedule of or the manner of computing the amounts which are so payable from time to time;




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10 (10) the form of the Securities of such Series (which may be, but which need not be,
consistent with the form set forth in Exhibit A attached hereto), including whether the
Securities of such Series shall be issued in whole or in part in the form of one or more
Global Securities and, in such case, the Depository with respect to such Global Security or
Securities and the circumstances under which any Global Security may be registered for
transfer or exchange, or authenticated and delivered, in the name of a Person other than
such Depository or its nominee, if other than as set forth in Section 2.07; (11) if other than United States dollars, the currency(ies) in which payment of the
principal of or interest, if any, on the Securities of such Series shall be payable; (12) if the principal of or interest, if any, on the Securities of such Series is to be
payable, at the election of the Company or a Holder thereof, in a currency or currencies
other than that in which the Securities are stated to be payable, the period or periods
within which, and the terms and conditions upon which, such election may be made; (13) if the amount of payments of principal of or interest, if any, on the Securities
of such Series may be determined with reference to an index based on a currency or
currencies other than that in which the Securities are stated to be payable, the manner in
which such amounts shall be determined; (14) whether and under what circumstances the Company will pay any additional amounts
on the Securities of such Series in respect of any tax, assessment or governmental charge
and, if so, whether the Company will have the option to redeem the Securities of such Series
in lieu of making such payment; (15) any provision relating to the issuing of the Securities of such Series as Original
Issue Discount Securities (including, without limitation, the issue price thereof, the rate
or rates at which such original issue discount shall accrue, if any, and the date or dates
from or to which, or period or periods during which, such original issue discount shall
accrue at such rate or rates; (16) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which Securities of such Series shall be issued; and (17) any other terms of the Securities of such Series; provided,that such other terms
shall not be inconsistent with any express terms of this Indenture or in conflict with any
express terms of any other Series of Securities which shall be issued and outstanding. All Securities of any one Series shall be substantially identical in form except as to
denomination and except as may be otherwise provided in and pursuant to the Authorizing Resolutions
and/or supplemental indenture (if any) relating thereto. All Securities of any one Series need not
be issued at the same time and may be issued from time to time, consistent with this Indenture, if
so provided by or pursuant to such Authorizing Resolutions and/or supplemental indenture (if any)
relating thereto.




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11 Any such Authorizing Resolution with respect to the Securities of any Series filed with the
Trustee on or before the initial issuance of the Securities of such Series shall be incorporated
herein by reference with respect to Securities of such Series and shall thereafter be deemed to be
a part of this Indenture for all purposes relating to the Securities of such Series as if such
Authorizing Resolution were set forth herein in full. Section 2.03 Execution and Authentication. Two Officers or an Officer and the Secretary of the Company shall sign the Securities for the
Company by manual or facsimile signature. The Companys seal shall be reproduced on the Securities
and may be in facsimile form. If an Officer or a Secretary whose signature is on a Security no longer holds that office at
the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until the Trustee manually signs the certificate of
authentication on the Security. The signature shall be conclusive evidence that the Security has
been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any Series executed by the Company to the Trustee, together with
a Company Order for the authentication and delivery of such Securities. The Company Order may
provide that the Securities which are the subject thereof shall be authenticated and delivered by
the Trustee upon the telephonic, written or other order of persons designated in the Company Order,
and that such persons are authorized to specify the terms and conditions of such Securities, to the
extent permitted by the Authorizing Resolution and/or supplemental indenture (if any) relating
thereto. The Trustee shall execute and deliver the supplemental indenture (if any) relating to said
Securities and the Trustee shall authenticate and deliver said Securities as specified in such
Company Order, providedthat, prior to authentication and delivery of the first Securities of any
Series, the Trustee shall have received: (1) a copy of the Authorizing Resolution, with a copy of the form of Security approved
thereby attached thereto, or a supplemental indenture in respect of the issuance of the
Series, executed on behalf of the Company; (2) an Officers Certificate to the effect that the Securities of such Series comply or
will comply with the requirements of this Indenture and the said Authorizing Resolution
and/or supplemental indenture (if any); (3) an Opinion of Counsel (a) to the effect that (i) the Securities of such Series, the
Authorizing Resolution and/or the supplemental indenture (if any) relating thereto comply or
will comply with the requirements of this Indenture, and (ii) the Securities of such Series,
when authenticated and delivered by the Trustee in accordance with the said Company Order,
will constitute valid and binding obligations of the Company enforceable in accordance with
their terms, subject to (A) bankruptcy and other laws affecting creditors rights generally
as in effect from time to time, (B) limitations of generally applicable equitable principles
and (C) other exceptions acceptable to the




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12 Trustee and its counsel; and (b) relating to such other matters as may reasonably be
requested by the Trustee or its counsel; and (4) if the Securities to be issued are Original Issue Discount Securities, an Officers
Certificate setting forth the Yield to Maturity for the Securities or other information
sufficient to compute amounts due on acceleration, or specifying the manner in which such
amounts are to be determined, provided that such Yield to Maturity and other facts are not
specified in the form of the Securities. Subject to Section 7.01 hereof, the Trustee shall be fully protected in relying upon the
documents delivered to it as provided above in connection with the issuance of any Series of
Securities. The Trustee shall have the right to decline to authenticate and deliver any Securities under
this Section 2.03 if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken or if the Trustee in good faith by a committee of its Trust Officers shall
determine that such action would expose the Trustee to liability to Holders of previously issued
and outstanding Securities. Each Security shall be dated the date of its authentication unless otherwise specified in the
Authorizing Resolution and/or supplemental indenture relating thereto. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an Agent to deal with
the Company or an Affiliate of the Company The Securities of each Series shall be issuable only in registered form without coupons and
only in denominations of $1,000 and any integral multiple thereof, or in such other currencies or
denominations as may be specified in, or pursuant to, the Authorizing Resolution and/or
supplemental indenture (if any) relating to the Series. If Securities of any Series are to be issued in the form of one or more Global Securities,
then the Company shall deliver such Global Security or Securities executed by the Company to the
Trustee, together with a Company Order for the authentication and delivery of such Global Security
or Securities, and the Trustee shall, in accordance with this Section 2.03 and such Company Order,
authenticate and deliver such Global Security or Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the Securities of such
Series to be issued in the form of such Global Security or Securities and not yet cancelled, (ii)
shall be registered in the name of the Depository for such Global Security or Securities or the
nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant
to such Depositorys instructions and (iv) shall bear a legend substantially to the following
effect: Unless and until this Security is exchanged in whole or in part for Securities in
certificated form, this Security may not be transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the




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13 Depository or another nominee of the Depository or by the Depository or its nominee to a
successor Depository or its nominee. Each Depository designated must, at the time of its designation and at all times while it
serves as Depository, be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and any other applicable statute or regulation. Section 2.04 Registrar and Paying Agent. The Company shall cause to be kept a register (the Security Register) at an office or agency
where Securities may be presented for registration of transfer or for exchange (Registrar) and an
office or agency where Securities may be presented for payment (Paying Agent). The Company may
have one or more co-Registrars and one or more additional paying agents. The term Paying Agent
includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture. The agreement shall implement the provisions of this Indenture that relate to such
Agent. The Company shall give prompt written notice to the Trustee of the name and address of any
such Agent and the Trustee shall have the right to inspect the Security Register at all reasonable
times and to obtain copies thereof. If the Registrar shall not be the Trustee in respect of any
Series, the Company shall promptly notify the Registrar as to the amounts and terms of each
Security of such Series which shall be authenticated and delivered hereunder, and as to the names
in which such Securities shall be registered. If the Company fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.07. The Company initially appoints Bank of Montreal Trust Company as Registrar and Paying Agent. Section 2.05 Paying Agent to Hold Money In Trust. Each Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all
money held by the Paying Agent for the payment of principal of or interest on the Securities
(whether such money has been paid to it by the Company or any other obligor on the Securities), and
shall notify the Trustee of any default by the Company (or any other obligor on the Securities) in
making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may
at any time during the continuance of any payment default, upon written request to a Paying Agent,
require such Paying Agent to pay all money held by it to the Trustee and to account for any funds
disbursed. Upon doing so the Paying Agent shall have no further liability for the money. Section 2.06 Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list furnished to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee ten days before each Interest Payment Date




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14 and at such other times as the Trustee may request in writing a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of Holders of Securities
of any Series and the Company shall otherwise comply with Section 312(a) of the TIA. The Trustee shall be entitled to rely upon a certificate of the Registrar, the Company or such
other Paying Agent, as the case may be, as to the names and addresses of the Holders of Securities
of any Series and the principal amounts and serial numbers of such Securities. Section 2.07 Transfer and Exchange. When Securities are presented to the Registrar or a co-Registrar with a request to register
the transfer or to exchange them for an equal principal amount of Securities of the same Series and
Stated Maturity of other authorized denominations, the Registrar shall register the transfer or
make the exchange as requested if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Securities at the Registrars request. No service charge shall be made to any Holder
for any registration of transfer or exchange, but the Company or the Trustee may require payment of
a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges
pursuant to Section 2.11, 3A.08 or 9.05 in which case such transfer taxes or similar governmental
charges shall be paid by the Company). The Company shall not be required (i) to issue, register the transfer of or exchange any
Security of any Series during a period beginning at the opening of the day which is 15 Business
Days before the day of the mailing of a notice of redemption of Securities of such Series selected
for redemption under Section 3A.04 or 3B.01 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in
whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof
not to be redeemed. Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in
whole or in part for Securities, a Global Security representing all or part of the Securities of a
Series may not be transferred except as a whole by the Depository for such Series to a nominee of
such Depository or by a nominee of such Depository to such Depository or another nominee of such
Depository or by such Depository or any such nominee to a successor Depository for such Series or a
nominee of such successor Depository. If at any time the Depository for any Securities of a Series represented by one or more Global
Securities notifies the Company that it is unwilling or unable to continue as Depository for such
Series or if at any time the Depository for such Series shall no longer be eligible under Section
2.03, the Company shall appoint a successor Depository with respect to such Series. If a successor
Depository for such Series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Companys election that the
Securities be represented by one or more Global Securities pursuant to Section 2.02 shall no longer
be effective and the Company shall deliver Securities of such Series executed by the Company to the
Trustee, together with a Company Order for the authentication and delivery of such Securities, and
the Trustee shall, in accordance with Section 2.03 and such Company Order,




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15 authenticate and deliver Securities of such Series, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security or Securities
representing such Series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any
Series issued in the form of one or more Global Securities shall no longer be represented by a
Global Security or Securities. In such event the Company shall deliver Securities of such Series
executed by the Company to the Trustee, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee shall, in accordance with Section 2.03 and such
Company Order, authenticate and deliver Securities of such Series, in any authorized denominations,
in an aggregate principal amount equal to the principal amount of the Global Security or Securities
representing such Series, in exchange for such Global Security or Securities. If specified by the Company in the Authorizing Resolution and/or supplemental indenture (if
any) relating to the Securities of a Series represented by a Global Security, the Depository for
such Series may surrender such Global Security in exchange in whole or in part for Securities of
the same Series on such terms as are acceptable to the Company and the Depository. Thereupon, the
Company shall deliver Securities of such Series executed by the Company to the Trustee, together
with a Company Order for the authentication and delivery of such Securities, and the Trustee shall,
in accordance with Section 2.03 and such Company Order, authenticate and deliver, without charge, (1) to the person specified by such Depository, a new Security or Securities of the
same Series, in any authorized denominations as requested by such person, in an aggregate
principal amount equal to and in exchange for such persons beneficial interest in the
Global Security; and (2) to such Depository a new Global Security in a denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the aggregate
principal amount of Securities authenticated and delivered pursuant to clause (1) above. Upon the exchange of a Global Security for the Securities of a Series represented thereby, in
authorized denominations, such Global Security shall be cancelled by the Trustee or an Agent of the
Company or the Trustee. Securities of a Series issued in exchange for a Global Security pursuant to
this Section 2.07 shall be registered in such names and in such authorized denominations as the
Depository for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an Agent of the Company or the Trustee.
The Trustee or such Agent shall deliver at its office such Securities to or as directed by the
persons in whose names such Securities are so registered. Section 2.08 Replacement Securities. If a mutilated Security is surrendered to the Trustee or if the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Security of like tenor, Series and principal




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16 amount, bearing a number not assigned to any Security of the same Series then outstanding, if
the Trustees requirements are met. If required by the Trustee or the Company, an indemnity bond
must be sufficient in the judgment of the Trustee to protect the Company, the Trustee or any Agent
from any loss which any of them may suffer if a Security is replaced. The Company may charge such
Holder for its expenses in replacing a Security. Every replacement Security is an additional obligation of the Company. Section 2.09 Outstanding Securities. Securities, or Securities of any particular Series, outstanding at any time are all such
Securities that have been authenticated and delivered by the Trustee except for those cancelled by
it, those delivered to it for cancellation and those described in this Section as not outstanding.
A Security does not cease to be outstanding because the Company or one of its Affiliates holds the
Security. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide
purchaser. If the Trustee or Paying Agent (other than the Company or a Subsidiary) holds on the Maturity
Date or Redemption Date money sufficient to pay Securities payable on such date, then on and after
that date such Securities cease to be outstanding and interest on them ceases to accrue; provided
that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant
to this Indenture or provision therefor satisfactory to the Trustee has been made. Section 2.10 Treasury Securities. In determining whether the Holders of the required principal amount of Securities of any
Series have concurred in any direction, waiver or consent (a) the principal amount of an Original
Issue Discount Security, if any, of such Series that shall be deemed to be outstanding for such
purposes shall be the amount that would be due and payable as of the date of determination upon a
declaration of acceleration thereof pursuant to Section 6.02 and (b) Securities of such Series
owned by the Company or an Affiliate of the Company shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any such direction,
waiver or consent, only Securities of such Series which the Trustee actually knows are so owned
shall be so disregarded. Upon the request of the Trustee, the Company shall furnish to the Trustee
an Officers Certificate identifying all Securities of such Series, if any, known by the Company to
be owned by it or any of its Affiliates. Section 2.11 Temporary Securities. Until definitive Securities of any Series are ready for delivery, the Company may prepare and
execute and, upon compliance with the requirements of Section 2.03, the Trustee shall authenticate
temporary Securities of such Series. Temporary Securities of any Series shall be substantially in
the form of definitive Securities of such Series but may have variations that the Company considers
appropriate for temporary Securities. In the case of Securities of any Series,




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17 such temporary Securities may be in global form. Except in the case of temporary Global
Securities (which shall be exchanged as otherwise provided herein or as otherwise provided in or
pursuant to an Authorizing Resolution and/or supplemental indenture, (if any), without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive Securities for such
Series in exchange for temporary Securities of such Series in an exchange pursuant to Section 2.07. Section 2.12 Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar
and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer,
exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for
transfer, exchange, payment or cancellation or for credit against any Sinking Fund Payment in
respect of such Series pursuant to Section 3B.02. The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation. Section 2.13 Defaulted Interest. If the Company defaults in a payment of interest on the Securities of any Series, it shall pay
the defaulted interest, plus any interest payable on the defaulted interest, to the persons who are
Holders of such Securities on a subsequent special record date (Special Record Date) and such
term, as used in this Section 2.13 with respect to the payment of any defaulted interest, shall
mean the fifteenth day next preceding the date fixed by the Company for the payment of defaulted
interest, whether or not such day is a Business Day. At least 15 days before the Special Record
Date, the Company shall mail to each holder of such Securities a notice that states the Special
Record Date, the payment date and the amount of defaulted interest to be paid. Section 2.14 Persons Deemed Owners. The Company, the Trustee and any Agent may treat the person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and
(subject to Section 2.13) interest on such Security and for all other purposes whatsoever, whether
or not such Security shall have matured, and neither the Company, the Trustee nor any Agent shall
be affected by any notice to the contrary. ARTICLE 3A Redemption Section 3A.01 Right of Redemption. Redeemable Securities may be redeemed otherwise than through the operation of the Sinking Fund
provided for in Article 3B at the election of the Company at the times, on the conditions and at
the Redemption Prices specified therein, in (or pursuant to) the Authorizing Resolution relating
thereto or in the supplemental indenture (if any) executed in connection with the issuance of such
Securities to the extent provided therein, any Redemption Price to be accompanied by accrued
interest to the Redemption Date.




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18 Section 3A.02 Applicability of Article. Redemption of Securities at the election of the Company or otherwise, as permitted or required
by any provision referred to in Section 3A.01, shall be made in accordance with such provision and
this Article. Section 3A.03 Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities of any Series shall be evidenced by a
Board Resolution or set forth in an Officers Certificate which states that such election has been
duly authorized by all requisite corporate action on the part of the Company. In case of any
redemption at the election of the Company of less than all of the Securities of such Series the
Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of the Series or the several Series, as the case may be, to be
redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers Certificate evidencing compliance with such restriction. Section 3A.04 Selection by Trustee of Securities to be Redeemed. If less than all the Securities of any Series are to be redeemed, the particular Securities of
such Series to be redeemed shall be selected not more than 90 days prior to the Redemption Date by
the Trustee, from the outstanding Securities of such Series not previously called for redemption,
in compliance with the requirements of the principal national securities exchange, if any, on which
such Securities are listed or, if the Securities are not listed on a national securities exchange,
on a pro ratabasis or by lot, as the Trustee deems appropriate in its sole discretion. The Trustee
may select for redemption portions (equal to the minimum authorized denomination of the Series or
any integral multiple thereof) of the principal amount of such Securities of a denomination larger
than such minimum denomination. If the Company shall so specify, Securities held by the Company or
any of its Subsidiaries or Affiliates shall not be included in the Securities selected for
redemption. The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Security which has been or
is to be redeemed. Section 3A.05 Notice of Redemption. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.




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19 All notices of redemption shall state: (1) the Redemption Date; (2) the Redemption Price; (3) if less than all outstanding Securities of the Series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of the
particular Securities to be redeemed; (4) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security, and that interest thereon shall cease to accrue on and after said date; (5) that the redemption is for a Sinking Fund, if such is the case; and (6) the place or places where such Securities are to be surrendered for payment of the
Redemption Price. Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Companys request, by the Trustee in the name of and at the expense
of the Company. Section 3A.06 Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 2.05) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) any accrued interest on, all the
Securities or portions thereof which are to be redeemed on that date. Section 3A.07 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price thereof and from and after
such date (unless the Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date; provided, however,that
installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities registered as such on the relevant Regular or Special
Record Date according to their terms and the provisions of such Security and Section 2.13. If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest from the Redemption
Date at the rate borne by the Security or, in the case of Original Issue Discount Securities, at a
rate equal to the Yield to Maturity thereof.




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20 Section 3A.08 Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at the office or agency
of the Company maintained for that purpose pursuant to Section 4.02 (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge, a new Security or Securities of the same Series,
of any authorized denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so surrendered. ARTICLE 3B Sinking Fund Section 3B.01 Sinking Fund Payments. As and for a Sinking Fund for the retirement of Sinking Fund Securities, the Company will,
until all such Securities are paid or payment thereof is duly provided for, deposit in accordance
with Section 3A.06, at such times and subject to such terms and conditions as shall be specified in
the provisions of such Securities and the Authorizing Resolution and/or supplemental indenture (if
any) relating thereto, such amounts in cash or such other Required Currency as shall be required or
permitted under such provisions in order to redeem Securities on the specified Redemption Dates at
a Redemption Price equal to their principal amounts, less in each such case the amount of any
credit against such payment received by the Company under Section 3B.02. Each such Sinking Fund
payment shall be applied to the redemption of Securities on the specified Redemption Date as herein
provided. Section 3B.02 Satisfaction of Sinking Fund Payments with Securities. The Company (1) may deliver Securities of the same Series (other than any Securities of such
Series previously called for redemption pursuant to the Sinking Fund or theretofore applied as a
credit against a Sinking Fund payment) and (2) may apply as a credit Securities of the same Series
redeemed at the election of the Company pursuant to Section 3A.01 or through the operation of the
Sinking Fund in any period in excess of the minimum amount required for such period under Section
3B.01 and not theretofore applied as a credit against a Sinking Fund payment, in each case in
satisfaction of all or any part of any Sinking Fund payment required to be made pursuant to Section
3B.01. Each such Security so delivered or applied shall be credited for such purpose by the Trustee
at a Redemption Price equal to its principal amount or, in the case of an Original Issue Discount
Security, its then accreted value, and the required amount of such Sinking Fund payment in respect
of such Series shall be reduced accordingly. Section 3B.03 Redemption of Securities for Sinking Fund. If in any year the Company shall elect to redeem in excess of the minimum principal amount of
Securities of any Series required to be redeemed pursuant to Section 3B.01 or to




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21 satisfy all or any part of any Sinking Fund payment by delivering or crediting Securities of
the same Series pursuant to Section 3B.02, then at least 45 days prior to the date on which the
Sinking Fund payment in question shall be due, the Company shall deliver to the Trustee an
Officers Certificate specifying the amount of the Sinking Fund payment and the portions thereof
which are to be satisfied by payment of cash or such other Required Currency, by delivery of
Securities of such Series or by crediting Securities of such Series, and, at least 45 days prior to
the Sinking Fund payment date (or such shorter period as shall be approved by the Trustee), will
also deliver to the Trustee the Securities of such Series to be so delivered. Such Officers
Certificate shall also state that the Securities forming the basis of any such credit do not
include any Securities which have been redeemed through the operation of the Sinking Fund in the
minimum amount required under Section 3B.01 or previously credited against any Sinking Fund
payment. The Trustee shall, upon the receipt of such Officers Certificate (or, if it shall not
have received such an Officers Certificate at least 45 days prior to the Sinking Fund payment
date, then following such 45th day), select the Securities of such Series to be redeemed upon the
next Sinking Fund payment date, in the manner specified in Section 3A.04, and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 3A.05. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 3A.06, 3A.07 and 3A.08. ARTICLE 4 Covenants Section 4.01 Payment of Securities. The Company shall pay the principal of and interest on the Securities of each Series on the
dates and in the manner provided in the Securities and in this Indenture. An installment of
principal or interest shall be considered paid on the date due if the Trustee or Paying Agent
(other than the Company or a Subsidiary) holds on that date money designated for and sufficient to
pay the installment. The Company shall pay interest on overdue principal at the respective rates borne by such
Securities or, in the case of Original Issue Discount Securities, at rates equal to the respective
Yields to Maturity thereof; it shall pay interest on overdue installments of interest at the
respective rates borne by such Securities to the extent lawful. Section 4.02 Maintenance of Office or Agency. Except as otherwise provided in the Authorizing Resolutions and/or supplemental indenture (if
any) relating to any Series, the Company will maintain in The City of New York, an office or agency
where Securities may be surrendered for registration of transfer or exchange or for presentation
for payment and where notices and demands to or upon the Company in respect to the Securities and
this Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish




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22 the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office. The Company may also from time to time designate one or more other offices or agencies where
the Securities of any Series or a particular Series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an
office or agency in The City of New York, for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in the location of
any such other office or agency. The Company hereby initially designates Bank of Montreal Trust Company in The City of New
York, as an agency of the Company in accordance with Section 2.04. Section 4.03 Corporate Existence. Subject to Article 5 and Section 4.04, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence and the rights
(charter and statutory) and material franchises of the Company; provided, however,that the Company
shall not be required to preserve any such right or franchise if the Board of Directors or
management of the Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Subsidiaries, taken as a whole, and if the loss
thereof is not, and will not be, adverse in any material respect to the Holders. Section 4.04 Liquidation. The Board of Directors or the stockholders of the Company may not adopt a plan of liquidation
which provides for, contemplates or the effectuation of which is preceded by (i) the sale, lease,
conveyance or other disposition of all or substantially all of the assets of the Company otherwise
than substantially as an entirety (Article 5 of this Indenture being the Article which governs any
such sale, lease, conveyance or other disposition substantially as an entirety) and (ii) the
distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other
disposition and of the remaining assets of the Company to the holders of Capital Stock of the
Company, unless the Company shall in connection with the adoption of such plan make provisions for,
or agree that prior to making any liquidating distributions it will make provisions for, the
satisfaction of the Companys obligations hereunder and under the Securities of each Series as to
the payment of principal and interest. The Company shall be deemed to make provision for such
payments only if (a) the Company delivers in trust to the Trustee or Paying Agent (other than the
Company or a Subsidiary) (i) in the case of any Securities of any Series denominated in United
States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding
securities at their respective Stated Maturities or U.S. Government Obligations in an aggregate
principal amount equal to the unpaid principal amount of such Securities and having maturities and
interest payment dates that shall coincide, as nearly as may be practicable, with the dates that
the principal of and interest on such Securities are due and (ii) in the case of any Securities of
any Series denominated in any currency other than United States dollars, an amount of the Required
Currency sufficient to pay principal of and interest on such outstanding Securities at their
respective Stated Maturities or (b) there is an express




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23 assumption of the due and punctual payment of the Companys obligations hereunder and under
the Securities of each Series and the performance and observance of all covenants and conditions to
be performed by the Company hereunder, by the execution and delivery of a supplemental indenture in
form satisfactory to the Trustee by a person which acquires or will acquire (otherwise than
pursuant to a lease) a portion of the assets of the Company, and which person will have assets
(immediately after the acquisition) and aggregate net earnings (for such persons four full fiscal
quarters immediately preceding the acquisition) equal to not less than the assets of the Company
(immediately preceding the acquisition) and the aggregate net earnings of the Company (for its four
full fiscal quarters immediately preceding such acquisition), respectively, and which is organized
and existing under the laws of the United States, any State thereof or the District of Columbia;
provided, however,that the Company shall not make any liquidating distribution until after the
Company shall have certified to the Trustee with an Officers Certificate and an Opinion of Counsel
at least five days prior to the making of any liquidating distribution that it has complied with
the provisions of this Section 4.04. Section 4.05 Compliance Certificate. The Company shall deliver to the Trustee within 90 days after the end of each fiscal quarter
of the Company an Officers Certificate stating whether or not the signers know of the existence of
any Default or Event of Default by the Company and whether all of the conditions and covenants of
the Company are being complied with regardless of any period of grace or requirement of notice
provided under the Indenture. If they do know of such a Default or Event of Default, the
certificate shall describe the Default or Event of Default, as the case may be, and its status. The
first Officers Certificate to be delivered pursuant to this Section 4.05 shall be for the fiscal
quarter ending immediately after the Original Issue Date. Section 4.06 SEC Reports. The Company shall file with the Trustee within 15 days after it files them with the SEC copies
of the annual and quarterly reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA §
314(a). Section 4.07 Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law or any usury law or other law, which would prohibit or forgive the Company from
paying all or any portion of the principal of and/or interest on the Securities of any Series as
contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect
the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.




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24 Section 4.08 Restrictions on Liens. The Company will not incur, create, assume or otherwise become liable in respect of any
Indebtedness secured by a Lien, or guarantee any Indebtedness with a guarantee which is secured by
a Lien, on any Principal Domestic Property of the Company or any shares of stock or Indebtedness of
any Significant Subsidiary, without effectively providing that the Securities of each Series
(together with, if the Company shall so determine, any other Indebtedness of the Company then
existing or thereafter created ranking equally with the Securities of each Series) shall be secured
equally and ratably with (or, at the option of the Company, prior to) such secured Indebtedness, so
long as such secured Indebtedness shall be so secured; provided, however,that this Section 4.08
shall not apply to Indebtedness secured by: (1) Liens existing on the date of this Indenture; (2) Liens in favor of governmental bodies to secure progress, advance or other
payments; (3) Liens existing on property, shares of stock or Indebtedness at the time of
acquisition thereof (including acquisition through lease, merger or consolidation) or Liens
to secure the payment of all or any part of the purchase price thereof or the cost of
construction, installation, renovation, improvement or development thereon or thereof or to
secure any Indebtedness incurred prior to, at the time of, or within 360 days after the
later of the acquisition, completion of such construction, installation, renovation,
improvement or development or the commencement of full operation of such property or within
360 days after the acquisition of such shares or Indebtedness for the purpose of financing
all or any part of the purchase price thereof; (4) Liens securing Indebtedness in an aggregate amount which, at the time of incurrence
and together with all outstanding Attributable Debt in respect of Sale and Leaseback
Transactions permitted by clause (y) of the second paragraph of Section 4.09, does not
exceed ten percent of the Consolidated Net Tangible Assets of the Company; (5) Liens to secure Indebtedness other than Funded Debt; and (6) any extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (1)
to (5) inclusive; provided,that such extension, renewal or replacement of such Lien is
limited to all or any part of the same property, shares of stock or Indebtedness that
secured the Lien extended, renewed or replaced (plus improvements on such property), and
that such secured Indebtedness at such time is not increased. If at any time the Company shall incur, create, assume or otherwise become liable in respect
of any Indebtedness secured by a Lien, or guarantee any Indebtedness with a guarantee which is
secured by a Lien, on any Principal Domestic Property of the Company or any shares of stock or
Indebtedness of any Significant Subsidiary other than as permitted under clauses (1) through (6) of
this Section 4.08, the Company shall promptly deliver to the Trustee (i) an Officers Certificate
stating that the covenant of the Company to secure the Securities equally




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25 and ratably with such secured Indebtedness pursuant to this Section 4.08 has been complied
with and (ii) an Opinion of Counsel that such covenant has been complied with and that any
instruments executed by the Company in performance of such covenant comply with the requirements of
such covenant. Section 4.09 Restrictions on Sales and Leasebacks. The Company will not sell or transfer any Principal Domestic Property of the Company, with the
Company taking back a lease of such Principal Domestic Property of the Company (a Sale and
Leaseback Transaction), unless (i) such Principal Domestic Property of the Company is sold within
360 days from the date of acquisition of such Principal Domestic Property of the Company or the
date of the completion of construction or commencement of full operations on such Principal
Domestic Property of the Company, whichever is later, or (ii) the Company, within 120 days after
such sale, applies or causes to be applied to the retirement of Funded Debt of the Company or any
Subsidiary (other than Funded Debt of the Company which by its terms or the terms of the instrument
pursuant to which it was issued is subordinate in right of payment to the Securities of each
Series) an amount not less than the greater of (A) the net proceeds of the sale of such Principal
Domestic Property of the Company or (B) the fair value (as determined in any manner approved by the
Board of Directors) of such Principal Domestic Property of the Company. The provisions of this Section 4.09 shall not prevent a Sale and Leaseback Transaction (x) if
the lease entered into by the Company in connection therewith is for a period, including renewals,
of not more than 36 months or (y) if the Company would, at the time of entering into such Sale and
Leaseback Transaction, be entitled, without equally and ratably securing the Securities, to create
or assume a Lien on such Principal Domestic Property of the Company securing Indebtedness in an
amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction
pursuant to clause (4) of Section 4.08. ARTICLE 5 Successor Corporation Section 5.01 When Company May Merge, etc. The Company shall not consolidate with or merge with or into any other corporation or transfer
all or substantially all of its properties and assets as an entirety to any person, unless: (1) either the Company shall be the continuing person, or the person (if,
other than the Company) formed by such consolidation or into which the Company is merged or
to which all or substantially all of the properties and assets of the Company as an entirety
are transferred shall be a corporation organized and existing under the laws of the United
States or any State thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, all the obligations of the Company under the Securities of each Series and
this Indenture;




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26 (2) immediately before and immediately after giving effect to such transaction, no
Event of Default and no Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an Officers Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture comply with this Article and that all conditions precedent herein
provided for relating to such transactions have been complied with. Notwithstanding the foregoing, any Subsidiary may consolidate with, merge with or into or
transfer all or part of its properties and assets to the Company or any other Subsidiary or
Subsidiaries. Section 5.02 Successor Corporation Substituted. Upon any consolidation or merger, or any transfer of all or substantially all of the
properties and assets of the Company in accordance with Section 5.01, the successor corporation
formed by such consolidation or into which the Company is merged or to which such transfer is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor corporation had been named as the
Company herein. ARTICLE 6 Default And Remedies Section 6.01 Events of Default. An Event of Default occurs if, with respect to any Series of Securities, unless it is either
inapplicable to a particular Series or it is specifically deleted or modified in the Authorizing
Resolution and/or supplemental indenture (if any) in respect of such Series, and upon any other
events which may be specified as Events of Default in the Authorizing Resolution and/or
supplemental indenture (if any) in respect of such Series: (1) the Company defaults in the payment of interest on any Securities of such Series
when the same becomes due and payable and the default continues for a period of 30 days; (2) the Company defaults in the payment of the principal of any Securities of such
Series when the same becomes due and payable at its Maturity or otherwise or defaults in the
deposit of any Sinking Fund installment in respect of such Series, when and as payable by
the terms of Section 3B.01 hereof; (3) the Company fails to comply with any of its other agreements contained in the
Securities of such Series or this Indenture (other than an agreement relating exclusively to
another Series of Securities) and the default continues for the period and after the notice
specified below;




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27 (4) the Company pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case or proceeding, (B) consents to the entry of an order for relief against it in an involuntary
case or proceeding, (C) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; or (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that: (A) is for relief against the Company in an involuntary case or proceeding, (B) appoints a Custodian of the Company for all or substantially all of its
properties, or (C) orders the liquidation of the Company, and in each case the order or decree
remains unstayed and in effect for 60 days. The term Bankruptcy Law means Title 11, U.S. Code or any similar Federal or state law for
the relief of debtors. The term Custodian means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law. A Default under clause (3) is not an Event of Default until the Trustee notifies the Company,
or the Holders of at least 25% in principal amount of the outstanding Securities of such Series
notify the Company and the Trustee, of the Default and the Company does not cure the Default within
60 days after receipt of the notice. The notice must specify the Default, demand that it be
remedied and state that the notice is a Notice of Default. When a Default is cured, it ceases.
Such notice shall be given by the Trustee if so requested by the Holders of at least 25% in
principal amount of the Securities of such Series then outstanding. Subject to the provisions of Sections 7.01 and 7.02, the Trustee shall not be charged with
knowledge of any Event of Default unless written notice thereof shall have been given to a Trust
Officer at the corporate trust office of the Trustee by the Company, the Paying Agent, any Holder
or an agent of any Holder. Section 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(4) or (5))
with respect to Securities of any Series occurs and is continuing, the Trustee may, by notice to
the Company, or the Holders of at least 25% in principal amount of such Securities of such Series
then outstanding may, by notice to the Company and the Trustee, and the Trustee shall, upon the
request of such Holders, declare all unpaid principal (or, if such Securities are Original




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28 Issue Discount Securities, such portion of the principal amount as may then be payable on
acceleration as provided in the terms thereof) and accrued interest to the date of acceleration on
all such Securities of such Series then outstanding (if not then due and payable) to be due and
payable and, upon any such declaration, the same shall become and be immediately due and payable.
If an Event of Default specified in Section 6.01(4) or (5) occurs, all unpaid principal (or, if any
Securities are Original Issue Discount Securities, such portion of the principal amount as may then
be payable on acceleration as provided in the terms thereof) and accrued interest on all Securities
of every Series then outstanding shall ipso factobecome and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Securityholder. Upon payment of such
principal amount and interest, all of the Companys obligations under such Securities of such
Series and this Indenture with respect to such Securities of such Series, other than obligations
under Section 7.07, shall terminate. The Holders of a majority in principal amount of the
Securities of such Series then outstanding by notice to the Trustee may rescind an acceleration and
its consequences if (i) all existing Events of Default, other than the non-payment of the principal
of the Securities of such Series which has become due solely by such declaration of acceleration,
have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid, (iii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction and (iv) all payments due to the Trustee
and any predecessor Trustee under Section 7.07 have been made. Anything herein contained to the
contrary notwithstanding, in the event of any acceleration pursuant to this Section 6.02, the
Company shall not be obligated to pay any premium in connection with any repayment arising from an
Event of Default. Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal of or interest on the
Securities of the Series as to which the Event of Default shall have occurred or to enforce the
performance of any provision of such Securities or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Securities of the
Series as to which the Event of Default shall have occurred or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All
available remedies are cumulative to the extent permitted by law. Section 6.04 Waiver of Past Defaults. Subject to Sections 6.07 and 9.02, the Holders of a majority in principal amount of the
outstanding Securities of a Series by written notice to the Trustee may waive an existing Default
or Event of Default and its consequences, except a Default in the payment of principal of or
interest on any such Security as specified in clauses (1) and (2) of Section 6.01. When a Default
or Event of Default is waived, it is cured and ceases.




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29 Section 6.05 Control by Majority. The Holders of a majority in principal amount of the outstanding Securities of a Series (or,
if more than one Series is affected, of all such Series voting as a single class) may direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with any law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal
liability; providedthat the Trustee may take any other action, deemed proper by the
Trustee which is not inconsistent with such direction. Section 6.06 Limitation on Suits. A Securityholder may not pursue any remedy with respect to this Indenture or the Securities of
the applicable Series unless: (1) the Holder gives to the Trustee written notice of a continuing Event of Default; (2) the Holders of at least 25% in principal amount of the outstanding Securities of
the Series in respect of which the Event of Default has occurred make a written request to
the Trustee to pursue a remedy; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in principal amount of the
outstanding Securities of such Series do not give the Trustee a direction which, in the
opinion of the Trustee, is inconsistent with the request. A Holder of Securities of any Series may not use this Indenture to prejudice the rights of any
other Holders of Securities of that Series or to obtain a preference or priority over any other
Holders of Securities of that Series. Section 6.07 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of such Holder. Section 6.08 Collection Suit by Trustee. If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2)
occurs and is continuing, the Trustee may recover judgment in its own name and as trustee




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30 of an express trust against the Company or any other obligor on the Securities of the Series
in respect of which the Event of Default has occurred for the whole amount of principal and accrued
interest remaining unpaid, together with interest overdue on principal or, in the case of Original
Issue Discount Securities, the then accreted value, and to the extent that payment of such interest
is lawful, interest on overdue installments of interest, in each case at the rate per annum borne
by such Securities or, in the case of Original Issue Discount Securities, at a rate equal to the
Yield to Maturity thereof, and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel. Section 6.09 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor
upon the Securities), its creditors or its property and shall be entitled and empowered to collect
and receive any monies or other property payable or deliverable on any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is hereby authorized by
each Securityholder to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Securityholders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any Series or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. Section 6.10 Priorities. If the Trustee collects any money or property pursuant to this Article 6 with respect to
Securities of a Series, it shall pay out the money or property in the following order. First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities of such Series in respect of
which monies have been collected for principal and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on such Securities for principal and
interest, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix a record date and payment date
for any payment to Securityholders pursuant to this Section 6.10.




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31 Section 6.11 Undertaking for Costs. 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, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07,or a suit by any Holder or a group of Holders
of more than 10% in principal amount of the outstanding Securities of all Series (or, if the matter
in issue does not relate to all Series of Securities, then the Holders of 10% in principal amount
of the outstanding Securities of all Series to which such issue relates) (treated as a single
class). ARTICLE 7 Trustee Section 7.01 Duties of Trustee. (a) The Trustee, except during the continuance of an Event of Default known to
it pursuant to Section 6.01, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture. If an Event of Default known to the
Trustee pursuant to Section 6.01 has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a prudent person would exercise
or use under the circumstances in the conduct of his own affairs. (b) Except during the continuance of an Event of Default known to the Trustee
pursuant to Section 6.01: (1) the Trustee need perform only those duties as are specifically set forth in
this Indenture and no others and no implied covenants or obligations shall be read
into this Indenture against the Trustee; (2) in the absence of bad faith on its part, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to
the requirements of this Indenture; however, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture. (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that: (1) this paragraph does not limit the effect of paragraphs (a) and (b) of this
Section 7.01;




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32 (2) the Trustee shall not be liable for any error of judgment made in good
faith by a Trust Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant
to Section 6.05. (d) No provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. (e) Every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b), (c) and (d) of this Section 7.01. (f) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree with the Company in writing. Money held in trust by
the Trustee need not be segregated from other funds except to the extent required by
law. Section 7.02 Rights of Trustee. Subject to Section 7.01: (a) the Trustee may rely on any document believed by it to be genuine and to
have been signed or presented by the proper person; the Trustee need not investigate
any fact or matter stated in the document; (b) before the Trustee acts or refrains from acting, it may require an
Officers Certificate or an Opinion of Counsel, which shall conform to Section
10.05; the Trustee shall not be liable for any action it takes or omits to take in
good faith in reliance on such certificate or opinion; (c) the Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due care; (d) the Trustee shall not be liable for any action it takes or omits to take in
good faith which it reasonably believes to be authorized or within its rights or
powers; (e) the Trustee may consult with counsel and the advice or opinion of such
counsel as to matters of law shall be full and complete authorization and protection
in respect of any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel; and




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33 (f) the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of the Holders,
including, without limitation, the duties, rights and powers specified in Section
6.02 hereof, unless such Holders have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by the
Trustee in compliance with such request or action. Section 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 7.10 and 7.11. Section 7.04 Trustees Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities of any Series, it shall not be accountable for the recitals contained in this Indenture
or for the Companys use of the proceeds from the Securities of any Series, and it shall not be
responsible for any statement in the Securities of any Series, or in any prospectus used to sell
the Securities of any Series, other than its certificate of authentication. Section 7.05 Notice of Defaults. If a Default or an Event of Default occurs and is continuing with respect of any Series of
Securities, and if it is actually known to the Trustee pursuant to Section 6.01 hereof, the Trustee
shall mail to each Holder of the Securities of such Series notice of the Default or Event of
Default within 75 days after it occurs. Except in the case of a Default or an Event of Default in
payment of principal of or interest on any Security or in the payment of any Sinking Fund
installment, the Trustee may withhold such notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the interest of
Securityholders. Section 7.06 Reports by Trustee to Holders. The Trustee shall transmit to the Holder such reports concerning, among other things, the
Trustee and its action under this Indenture as may be required pursuant to the TIA at the time and
in compliance with TIA § 313(a). The Trustee also shall comply with TIA § 313(b)(2) and 313(c). A copy of each such report at the time of its mailing to Securityholders shall be filed with
the SEC and each stock exchange, if any, on which the Securities of any Series are listed. The Company shall notify the Trustee if the Securities of any Series become listed on any
stock exchange.




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34 Section 7.07 Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as shall be agreed
upon in writing by the Company and the Trustee. The Trustees compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee
upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such
expenses shall include the reasonable compensation, disbursements and expenses of the Trustees
agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any loss or
liability incurred by it in connection with the administration of this trust and its duties
hereunder, including the reasonable expenses of defending itself against any claim of liability
arising hereunder. The Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. The Company need not pay for any settlement made without
its written consent, which consent shall not be unreasonably withheld. The Company need not
reimburse any expense or indemnify against any loss or liability incurred by the Trustee through
negligence or bad faith. To secure the Companys payment obligations in this Section 7.07, the Trustee shall have a
lien prior to the Securities of each Series on all money or property held or collected by the
Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of or
interest on particular Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(4) or (5) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law. Section 7.08 Replacement of Trustee. The Trustee may resign by so notifying the Company in writing. The Holders of a majority in
principal amount of the outstanding Securities of all Series (voting as a single class) may remove
the Trustee by so notifying the Trustee in writing and may appoint a successor Trustee with the
Companys consent. Pursuant to a Company Order, the Company may remove the Trustee if. (1) the Trustee fails to comply with Section 7.10; (2) the Trustee is adjudged a bankrupt or an insolvent; (3) a receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the Securities




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35 of all Series (voting as a single class) may appoint a successor Trustee to replace the
successor Trustee appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer, after
payment of all sums then owing to the Trustee pursuant to Section 7.07, all property and
documentation held by it as Trustee to the successor Trustee, subject to the lien provided in
Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.
A successor Trustee shall mail notice of its succession to each Securityholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount
of the outstanding Securities of all Series (voting as a single class) may petition any court of
competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
Any successor Trustee shall comply with TIA § 310(a)(5). Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Companys
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. Section 7.09 Successor Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the resulting, surviving or transferee
corporation without any further act shall be the successor Trustee. Section 7.10 Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1).
The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with TIA § 310(b),
including the provision permitted by the second sentence of TIA § 310(b). Section 7.11 Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding from the operation of § 311(a) any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated.




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36 ARTICLE 8 Discharge Of Indenture Section 8.01 Termination of Companys Obligations. The Company may terminate its obligations under the Securities of any Series and this
Indenture with respect to such Series, except those obligations referred to in the immediately
succeeding paragraph, (a) if all Securities of such Series previously authenticated and delivered
(other than destroyed, lost or stolen Securities of such Series which have been replaced or paid or
Securities of such Series for whose payment money or securities have theretofore been held in trust
and thereafter repaid to the Company, as provided in Section 8.03) have been delivered to the
Trustee for cancellation and the Company has paid all sums payable by it hereunder, or (b) if,
following the date on which the Company shall have given notice to the Trustee of its intention to
defease all of the Securities of such Series, the Company has irrevocably deposited or caused to be
deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the
terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any
such Paying Agent, as trust funds in trust solely for the benefit of the Holders for that purpose,
(i) in the case of any Securities of any Series denominated in United States dollars, an amount of
cash sufficient to pay principal of and interest on such outstanding Securities at their respective
Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed
by, the United States of America for the payment of which guarantee or obligation the full faith
and credit of the United States is pledged, including but not limited to depository receipts issued
by a bank as custodian with respect to any such security held by the custodian for the benefit of
the holder of such depository receipt (U.S. Government Obligations), maturing as to principal and
interest in such amounts and at such times as are sufficient without consideration of any
reinvestment of such interest, to pay principal of and interest on such outstanding Securities at
their respective Stated Maturities and (ii) in the case of any Securities of any Series denominated
in any currency other than United States dollars, an amount of the Required Currency sufficient to
pay principal of and interest on such outstanding Securities at their respective Stated Maturities;
providedthat the Trustee or such Paying Agent shall have been irrevocably instructed to apply such
cash, the proceeds of such U.S. Government Obligations or the Required Currency, as the case may
be, to the payment of said principal and interest with respect to the Securities of such Series;
and provided further,that if such irrevocable deposit in trust with the Trustee of cash, U.S.
Government Obligations or the Required Currency, as the case may be, is made on or prior to one
year from the Stated Maturity for payment of principal of the Securities of the applicable Series,
the Company shall have delivered to the Trustee either an Opinion of Counsel with no material
qualifications in form and substance satisfactory to the Trustee to the effect that Holders of such
Securities (i) will not recognize income, gain or loss for Federal income tax purposes as a result
of such deposit (and the defeasance contemplated in connection therewith) and (ii) will be subject
to Federal income tax on the same amounts and in the same manner and at the same times as would
have been the case if such deposit and defeasance had not occurred, or an applicable favorable
ruling to that effect received from or published by the Internal Revenue Service. Notwithstanding the foregoing paragraph, the Companys obligations in Sections 2.04, 2.05,
2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 7.08, 8.03 and 8.04, and except as otherwise provided




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37 in the Authorizing Resolution and/or the supplemental indenture (if any) in respect of any
Series, shall survive until the Securities are no longer outstanding. Thereafter, the Companys
obligations in Sections 7.07, 8.03 and 8.04 shall survive. After any such irrevocable deposit the Trustee upon request shall acknowledge in writing the
discharge of the Companys obligations under the Securities of the applicable Series and this
Indenture with respect to such Series except for those surviving obligations specified above. Section 8.02 Application of Trust Money. The Trustee or Paying Agent shall hold in trust cash, U.S. Government Obligations or the
Required Currency, as the case may be, deposited with it pursuant to Section 8.01, and shall apply
the deposited cash, the money from U.S. Government Obligations or the Required Currency, as the
case may be, in accordance with this Indenture to the payment of principal of and interest on the
Securities. Section 8.03 Repayment to Company. Subject to Section 8.01, the Trustee and the Paying Agent shall promptly pay to the Company
upon request any excess money held by them at any time. Subject to the provisions of applicable
law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them
for the payment of principal or interest that remains unclaimed for two years; provided, however,
the Trustee or such Paying Agent before being required to make any payment may at the expense of
the Company cause to be published once in a newspaper of general circulation in The City of New
York or mail to each Holder entitled to such money notice that such money remains unclaimed and
that, after a date specified therein which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining will be repaid to the
Company. After payment to the Company, the Trustee shall be released from all further liability
with respect to such money and Securityholders entitled to money must look to the Company for
payment as general creditors unless an applicable abandoned property law designates another person. Section 8.04 Reinstatement. If the Trustee or Paying Agent is unable to apply any cash, U.S. Government Obligations or the
Required Currency, as the case may be, in accordance with Section 8.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Companys obligations under this
Indenture (with respect to the applicable Series) and the Securities of the applicable Series shall
be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such
time as the Trustee or Paying Agent is permitted to apply all such cash, U.S. Government
Obligations and Required Currency, as the case may be, in accordance with Section 8.01; provided,
however,that if the Company has made any payment of interest on or principal of any Securities of
any Series because of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such




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38 Securities to receive such payment from the cash, U.S. Government Obligations or the Required
Currency, as the case may be, held by the Trustee or Paying Agent. Section 8.05 Indemnity for U.S. Government Obligations. The Company shall pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 8.01 or
the principal and interest received on such U.S. Government Obligations. ARTICLE 9 Amendments, Supplements And Waivers Section 9.01Without Consent of Holders. The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement
this Indenture or the Securities of any Series without notice to or consent of any Securityholder. (1) to cure any ambiguity, defect or inconsistency; (2) to comply with Article 5; (3) to provide for uncertificated Securities in addition to certificated Securities; (4) to secure the Securities in connection with Section 4.08; (5) to make any change that does not adversely affect the rights of any Securityholder
of such Series; (6) to provide for the issuance and the terms of any particular Series of Securities,
the rights and obligations of the Company and the Holders of the Securities of such Series,
the form or forms of the Securities of such Series and such other matters in connection
therewith as the Board of Directors of the Company shall authorize, including, without
limitation, provisions for (a) additional or different covenants, restrictions or conditions
applicable to such Series, (b) additional or different Events of Default in respect of such
Series, (c) a longer or shorter period of grace and/or notice in respect of any provision
applicable to such Series than is provided in Section 6.01, (d) immediate enforcement of any
Event of Default in respect of such Series or (e) limitations upon the remedies available in
respect of any Events of Default in respect of such Series or upon the rights of the holders
of Securities of such Series to waive any such Event of Default; provided,that this
paragraph (6) shall not be deemed to require the execution of a supplemental indenture to
provide for the issuance of any Series of Securities unless the same shall be provided for
in the Authorizing Resolution relating thereto; or (7) to provide for a separate Trustee for one or more Series.




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39 Section 9.02 With Consent of Holders. Subject to Section 6.07, with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities of all Series affected thereby (voting as a single
class), the Company, when authorized by a Board Resolution, and the Trustee may amend or supplement
this Indenture or such Securities without notice to any Securityholder. Subject to Section 6.07,
the Holders of a majority in principal amount of the outstanding Securities of all Series affected
thereby (voting as a single class) may waive compliance by the Company with any provision of this
Indenture or such Securities without notice to any Securityholder, provided,that, only the holders
of a majority in principal amount of Securities of a particular Series may waive compliance with a
provision of this Indenture or the Securities of such Series having applicability solely to such
Series. However, without the consent of each Securityholder affected, an amendment, supplement or
waiver, including a waiver pursuant to Section 6.04, may not: (1) reduce the amount of Securities of such Series or all Series (voting as a single
class), as the case may be, whose Holders must consent to an amendment, supplement or
waiver, (2) reduce the rate or change the Stated Maturity for payment of interest on any
Security; (3) reduce the principal or any premium payable upon the redemption of or change the
Stated Maturity of any Security; (4) waive a Default in the payment of the principal of or interest on any Security; (5) make any changes in Section 6.04, 6.07 or the third sentence of this Section 9.02;
or (6) make any Security payable in money other than that stated in the Security. A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular Series
of Securities, or which modifies the rights of the Holders of Securities of such Series with
respect to such covenant or other provision, shall be deemed not to affect the rights under the
Indenture of the Holders of Securities of any other Series. It shall not be necessary for the consent of the Holders under this Section to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company
shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.




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40 Section 9.03 Compliance with Trust Indenture Act. Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA
as then in effect. Section 9.04 Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing
consent by the Holder and every subsequent Holder of such Security or portion of such Security that
evidences the same debt as the consenting Holders Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke in writing the
consent as to his Security or portion of a Security. Such revocation shall be effective only if the
Trustee receives the written notice of revocation before the date the amendment, supplement or
waiver becomes effective. The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or waiver which shall be
at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then
notwithstanding the last two sentences of the immediately preceding paragraph, those persons who
were Holders at such record date (or their duly designated proxies), and only those persons, shall
be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously
given, whether or not such persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 90 days after such record date. After an amendment, supplement or waiver becomes effective, it shall bind every Holder of a
Security of such Series, unless it makes a change described in any of clauses (1) through (6) of
Section 9.02. In that case the amendment, supplement or waiver shall bind each Holder of a Security
who has consented to it and every subsequent Holder of a Security or portion of a Security of the
same Series that evidences the same debt as the consenting Holders Security. Section 9.05 Notation On or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security about the changed terms and return it to the Holder. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security of the same Series that reflects the changed terms. Section 9.06 Trustee to Sign Amendments, etc. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an
Officers Certificate and an Opinion of Counsel stating that the execution of any amendment,
supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, execute any such amendment,




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41 supplement or waiver which affects the Trustees own rights, duties or immunities under this
Indenture or otherwise. ARTICLE 11 Miscellaneous Section 10.01 Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision
which is required to be included in this Indenture by the TIA, the required provision shall
control. Section 10.02 Notices. Any notice or communication shall be sufficiently given if in writing and delivered in person
or mailed by first-class mail addressed as follows: if to the Company: Colorado Interstate Gas Company
c/o The Coastal Corporation Coastal Tower
Nine Greenway Plaza
Houston, Texas 77046-0995
Attention: Director, Financial Administration if to the Trustee: Harris Trust and Savings Bank
c/o Bank of Montreal Trust Company
77 Water Street
New York, New York 10005
Attention: Therese Gaballah, Trust Officer The Company or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications. Any notice or communication mailed to a Securityholder shall be mailed to him at his address
as it appears on the Security Register and shall be sufficiently given to him if so mailed within
the time prescribed. Failure to mail a notice or communication to a Securityholder or any defect in it shall not
affect its sufficiency with respect to other Securityholders. Except for a notice to the Trustee,
which is deemed given only when received, if a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.




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42 Section 10.03 Communications by Holders With Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities of an applicable Series. The
Company, the Trustee, the Registrar and any other person shall have the protection of TIA § 312(c). Section 10.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee: (1) an Officers Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed action
have been complied with; and (2) an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with. Section 10.05 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture, other than the Officers Certificate required by Section 4.05, shall
include: (1) a statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or
not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with; provided, however,that with respect to matters of fact an
Opinion of Counsel may rely on an Officers Certificate or certificates of public officials. Section 10.06 Rules by Trustee, Paying Agent, Registrar. The Trustee may make reasonable rules for action by or at a meeting of Securityholders. The
Paying Agent or Registrar may make reasonable rules for its functions.




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43 Section 10.07 Legal Holidays. A Legal Holiday is a Saturday, a Sunday or a day on which banking institutions in New York,
New York are not required to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. Section 10.08 Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Section 10.09 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the
Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture. Section 10.10 No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Securityholder by
accepting a Security waives and releases all such liability. Section 10.11 Successors. All agreements of the Company in this Indenture and the Securities shall bind its successor.
All agreements of the Trustee in this Indenture shall bind its successor. Section 10.12 Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. Section 10.13 Separability. In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, and a Holder shall have no claim therefor against any
party hereto. Section 10.14 Action of Holders when Securities are Denominated in Different Currencies. Whenever any action is to be taken hereunder by the Holders of two or more Series of
Securities denominated in different currencies, then, for the purposes of determining the




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44 principal amount of Securities held by such Holders, the aggregate principal amount of the
Securities denominated in a currency other than United States dollars shall be deemed to be that
amount of United States dollars that could be obtained for such principal amount on the basis of
the spot rate of exchange for such currency as determined by the Company or by an authorized
exchange rate agent and evidenced to the Trustee by an Officers Certificate as of the date the
taking of such action by the Holders of the requisite percentage in principal amount of the
Securities is evidenced to the Trustee. An exchange rate agent may be authorized in advance or from
time to time by the Company, and may be the Trustee or its Affiliate. Any such determination by the
Company or by any such exchange rate agent shall be conclusive and binding on all Holders and the
Trustee, and neither the Company nor such exchange rate agent shall be liable therefor in the
absence of bad faith. Section 10.15 Monies of Different Currencies to be Segregated. The Trustee shall segregate monies, funds, and accounts held by the Trustee hereunder in one
currency from any monies, funds or accounts in any other currencies, notwithstanding any provision
herein which would otherwise permit the Trustee to commingle such amounts. Section 10.16 Payment to be in Proper Currency. Each reference in any Security, or in the Authorizing Resolution and/or supplemental
indenture, if any, relating thereto, to any currency shall be of the essence. In the case of any
Security denominated in any currency (the Required Currency) other than United States dollars,
except as otherwise provided therein or in the related Authorizing Resolution and/or supplemental
indenture, if any, the obligation of the Company to make any payment of principal of or interest
thereon shall not be discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent that such tender or
recovery shall result in the Trustee timely holding the full amount of the Required Currency. The
costs and risks of any such exchange, including without limitations, the risks of delay and
exchange rate fluctuation, shall be bore by the Company; the Company shall remain fully liable for
any shortfall or delinquency in the full amount of Required Currency then due and payable, and in
no circumstances shall the Trustee be liable therefor. The Company hereby waives any defense of
payment based upon any such tender or recovery which is not in the Required Currency, or which,
when exchanged for the Required Currency by the Trustee, is less than the full amount of Required
Currency then due and payable.




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45 SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the date first
written above. [SEAL]
    
    
    
    Colorado Interstate Gas CompanyAttest:
    
    /s/ Austin M. OToole
    
    By:
    
    /s/ Donald W. GullquestAustin M. OToole
    
    
    
    Donald H. GullquistSenior Vice President
    
    
    
    Senior Vice Presidentand SecretaryHarris Trust And Savings Bank[SEAL]Attest:
    
    /s/ Amy Robert
    
    By:
    
    /s/ Therese Gabullah




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A-1 EXHIBIT A [Form Of Face Of Security] [If the Holder of this Security (as indicated below) is The Depository Trust Company (DTC)
or a nominee of DTC, this Security is a Global Security and the following two legends apply: [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (DTC) (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL DEBENTURES REGISTERED HEREBY, THIS GLOBAL
DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A
NOMINEE OF SUCH SUCCESSOR.] [The following is to be included if the Security is an Original Issue Discount Security:] [FOR PURPOSES OF SECTION 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED: (I) THE ISSUE DATE OF THIS SECURITY IS ____________ (II) THE YIELD TO MATURITY IS
___%; (III) THE ORIGINAL ISSUE DISCOUNT PER $ ______FACE AMOUNT AT WHICH THE SECURITY IS ISSUED IS
$___; AND (IV) THE [EXACT] [APPROXIMATE] METHOD HAS BEEN USED TO DETERMINE YIELD FOR THE ACCRUAL
PERIOD BEGINNING _________AND ENDING___ ______AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT PER
$___FACE AMOUNT ALLOCABLE TO THE ACCRUAL PERIOD BEGINNING _________AND ENDING ______IS
$______].




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A-2 COLORADO INTERSTATE GAS COMPANY[Title Of Security] Rate of Interest
    
    Maturity Date
    
    
    Original Issue Date
 No.
    
    $
 Colorado Interstate Gas Company, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the Company), for
value received, hereby promises to pay to    
or registered assigns, the principal sum of            on the
Maturity Date shown above, and to pay interest thereon, at the annual rate of interest shown above,
from the Original Issue Date shown above or from the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, payable semi-annually on
and            of each year and at maturity (an Interest Payment Date),
commencing on the first such date after the Original Issue Date, except that if the Original Issue
Date is on or after a Regular Record Date but before the next Interest Payment Date, interest
payments will commence on the second Interest Payment Date following the Original Issue Date. [reference to currency[ies] of payment andcurrency exchange arrangements, if applicable.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the person in whose name this [name of
Security]is registered at the close of business on the Regular Record Date for any such Interest
Payment Date, which shall be the fifteenth calendar day (whether or not a Business Day) preceding
the applicable Interest Payment Date. Any such interest not so punctually paid or duly provided
for, and any interest payable on such defaulted interest (to the extent lawful), will forthwith
cease to be payable to the Holder on such Regular Record Date and shall be paid to the person in
whose name this [name of Security]is registered at the close of business on a special record date
for the payment of such defaulted interest to be fixed by the Company, notice of which shall be
given to Holders of [name of Series]not less than 15 days prior to such special record date.
Payment of the principal of and interest on this [name of Security]will be made at the agency of
the Company maintained for that purpose in [New York, New York or other place of payment] and at
any other office or agency maintained by the Company for such purpose, in [reference to United
States dollars or other currency of payment]; provided, however,that at the option of the Company
payment of interest, other than interest due on the Maturity Date, may be made by check mailed to
the address of the person entitled thereto as such address shall appear in the Security Register.
[Include the following, if applicable:]Payments on the Maturity Date will be made in immediately
available funds against presentment of this [name of Security]. Reference is hereby made to the further provisions of this [name of Security]set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.




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A-3 Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this [name of Security]shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose. In Witness Whereof, Colorado Interstate Gas Company has caused this instrument to be
executed in its corporate name by the facsimile signature of its duly authorized officers and has
caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. Colorado Interstate Gas CompanyAttest:
    
    
    
    By:[Assistant] Secretary
    
    
    
    [Title of Officer]




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A-4 DATED: Trustees Certificate Of Authentication This is one of the [name of Series]referred to in the within-mentioned Indenture. Harris Trust and Savings Bank,as TrusteeBy:Authorized Signatory
 [REVERSE SIDE] Colorado Interstate Gas Company [Name Of Security] This [name of Security]is one of a duly authorized issue of [name of Securities]of the
Company (which term includes any successor corporation under the Indenture hereinafter referred to)
designated as its [title of Series](the [name of Series]),issued or to be issued pursuant to an
Indenture, dated as of June 27, 1997 (the Indenture), between the Company and Harris Trust and
Savings Bank, as Trustee (the Trustee, which term includes any successor trustee under the
Indenture); and under [reference to Authorizing Resolution and/or supplemental indenture (if any)
relating to the Series].The terms of this [name of Security]include those stated in the Indenture
and [reference to Authorizing Resolution and/or supplemental indenture (if any) relating to the
Series]and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as in
effect on the date of the Indenture. Reference is hereby made to the Indenture and all [further]
supplemental indentures thereto for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon
which the [name of Security]are, and are to be, authenticated and delivered. This [name of Series]is a Series of Securities issued or to be issued by the Company under
the Indenture, and this Series is limited in aggregate principal amount to $ .
The Indenture provides that the Securities of the Company referred to therein (Securities),
including the [name of Series],may be issued in one or more Series, which different Series may be
issued in such aggregate principal amounts and on such terms (including, but not limited to, terms
relating to interest rate or rates, provisions for determining such interest rate or rates and
adjustments thereto, maturity, redemption (optional and mandatory), sinking fund, covenants and
Events of Default) as may be provided in or pursuant to the Authorizing Resolutions and/or
supplemental indenture (if any) relating to the several Series.




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A-5 [The following to be included if the Securities are not redeemable prior to maturity.] This [name of Security]may not be redeemed prior to its Maturity Date. [The following paragraph, or other appropriate redemption provisions, to be included if the
Securities are Redeemable Securities:] The [name of Series]are subject to redemption upon not less than 30 nor more than 60 days
notice by mail, [the following clause to be included if there is a Sinking Fund:] [(1)on [annual
Sinking Fund Redemption Date]in each year commencing with the year [year of first Sinking Fund
payment]through operation of the Sinking Fund at a Redemption Price equal to their principal
amount and (2)] [at any time or from time to time] in whole or in part, at the election of the
Company at a Redemption Price equal to the percentage set forth below of the principal amount to be
redeemed for the respective twelve-month periods beginning of the years
indicated: [Schedule of Redemption Prices] and thereafter at 100% of the principal amount thereof, together in each case with accrued interest
to the Redemption Date. [The following paragraph, or other appropriate Sinking Fund provision, to be included if there
is a Sinking Fund for the Series:] The Sinking Fund provides for the redemption on [first Sinking Fund Redemption Date]and on
[annual Sinking Fund Redemption Date]in each year thereafter through [year of final Sinking Fund
date]of not less than [minimum required Sinking Fund redemption amount]principal amount nor more
than [maximum permitted Sinking Fund redemption amount]principal amount of [name of Series]. [name
of Series]purchased, acquired or redeemed by the Company otherwise than by redemption through the
Sinking Fund may be credited against Sinking Fund requirements to the extent not previously so
credited. [The following paragraph to be included if the Securities are Redeemable Securities or Sinking
Fund Securities:] If an event of redemption of this [name of Security]in part only, a new [name of Security]or
[name of Series]for the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the surrender hereof. [The following paragraph to be included if the Securities are not Original Issue Discount
Securities:] If an Event of Default, as defined in the Indenture and in the Authorizing Resolution and/or
supplemental indenture (if any) relating to the [name of Series](if there shall be any




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A-6 additional Events of Default specified in respect of the [name of Series]), shall occur and be
continuing, the principal of all the [name of Series]may be declared due and payable in the manner
and with the effect provided in the Indenture. [If the Securities are Original Issue Discount Securities, insert schedule as to amounts which
are payable on acceleration under Section 6.02 and provable in bankruptcy under Section 6.09 from
time to time.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
[name of Series]under the Indenture at any time by the Company and the Trustee with the consent of
the Holders of a majority in aggregate principal amount of the Securities affected thereby, voting
as a single class (which may include the [name of Series]), at the time outstanding. The Indenture
also contains provisions permitting the Holders of specified percentages in aggregate principal
amount of the Securities at the time outstanding to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this [name of Security]shall be conclusive and binding
upon such Holder and upon all future Holders of this [name of Security]and of any [name of
Security]issued upon the registration of transfer hereof or in exchange herefor in lieu hereof,
whether or not notation of such consent or waiver is made upon this [name of Security]. The Indenture provides that no Holder may pursue any remedy under the Indenture unless the
Trustee shall have failed to act after notice of an Event of Default and written request by Holders
of at least 25% in principal amount of the [name of Securities]of the applicable Series and the
offer to the Trustee of indemnity satisfactory to it; however, such provision does not affect the
right to sue for enforcement of any overdue payment on any Security. No reference herein to the Indenture and no provision of this [name of Security]or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this [name of Security]at the times, places and rates, and
in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this [name of Security]is registrable in the Security Register upon surrender of this
[name of Security]for registration of transfer at the agency of the Company provided for that
purpose duly endorsed by, or accompanied by a written instrument of transfer in substantially the
form accompanying this [name of Security]duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new [name of Series],of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or
transferees. The [name of Series]are issuable only in registered form without coupons in denominations of
[currency and minimum denomination]and any integral multiple thereof. As provided in the Indenture
and subject to certain limitations therein set forth, the [name of




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A-7 Series]are exchangeable for a like aggregate principal amount of [name of Series]of a
different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchanges pursuant to Section 2.11, 3A.08 or 9.05 in which case such transfer
taxes or similar governmental charges shall be paid by the Company). Prior to due presentment of this [name of Security]for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the person in whose name this
[name of Security]is registered as the owner hereof for all purposes, whether or not this [name of
Security]be overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary. [Reference to Foreign Currencies] All terms used in this [name of Security]which are defined in the Indenture shall have the
meanings assigned to them in the Indenture. Customary abbreviations may be used in. the name of a [name of Security]holder or
any assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and
U/G/M/A (= Uniform Gifts to Minors Act). The Company will furnish to any [name of Security]holder of record, upon written request,
without charge, a copy of the Indenture. Requests may be made to: Colorado Interstate Gas Company,
c/o The Coastal Corporation, Coastal Tower, Nine Greenway Plaza, Houston, Texas 77046-0995,
Attention: Corporate Secretary.




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A-8 ASSIGNMENT FORM If you the holder want to assign this [name of Security], fill in the form below and have your
signature guaranteed: I or we assign and transfer this [name of Security]to: (Print or type name, address and zip code andsocial security or tax ID number of assignees)
 and irrevocably appoint,  agent to transfer this [name of
Security]on the books of the Company. The agent may substitute another to act for him. Dated:
    
    
    
    Signed:(Sign exactly as name appears onthe other side of this [name of Security])
 Signature Guarantee:
 Notice: Signature(s) must be guaranteed by a member firm of the New York Stock
Exchange or a commercial bank or trust company.