SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

NEW NISOURCE INC.
(Exact Name of Registrant as Specified in its Charter) 

                  Delaware                          35-2108964
  (State of Incorporation or Organization)       (I.R.S. Employer
                                              Identification Number)

            801 East 86th Avenue
           Merrillville, Indiana                      46410
 (Address of principal executive offices)           (Zip Code)


If this Form relates to the        If this Form relates to the
registration of a class of         registration of a class of
securities pursuant to Section     securities pursuant to Section
12(b) of the Exchange Act and      12(g) of the Exchange Act and
is effective pursuant to           is effective pursuant to
General Instruction A.(c),         General Instruction A.(d),
check the following box.  /X/      check the following box.  / /

Securities Act registration number to which this form relates: 333-
33896

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: 

      Title of Each Class              Name of Each Exchange on Which
       to be so Registered             Each Class is to be Registered
       -------------------             ------------------------------
Stock Appreciation Income Linked
Securities{SM}                         New York Stock Exchange, Inc.

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None
(Title of Class)

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

The class of securities to be registered hereby are the Stock Appreciation Income Linked Securities{SM} (the "SAILS") of New NiSource Inc., a Delaware corporation.

For a description of the SAILS, reference is made to the section entitled "Description of the SAILS" in the Joint Proxy Statement/Prospectus contained in the Registration Statement on Form S-4 of New NiSource Inc. and NiSource Inc. filed with the Securities and Exchange Commission on April 3, 2000 (Registration No. 333- 33896), as amended on April 24, 2000 (the "Form S-4"), which description is incorporated herein by reference.

ITEM 2. EXHIBITS 

1.1  Joint Proxy                   Incorporated herein by reference
     Statement/Prospectus          to the Registration Statement on
                                   Form S-4 of New NiSource Inc. and
                                   NiSource Inc. filed with the
                                   Securities and Exchange
                                   Commission on April 3, 2000
                                   (Registration No. 333-33896), as
                                   amended on April 24, 2000 (the
                                   "Form S-4").

4.1  Form of Indenture between
     New NiSource Inc. and The
     Chase Manhattan Bank, as
     trustee*

4.2  Form of First Supplemental
     Indenture between New
     NiSource Inc. and The Chase
     Manhattan Bank, as trustee*

4.3  Form of Purchase Contract
     Agreement between New
     NiSource Inc. and The Chase
     Manhattan Bank, as purchase
     contract agent*

4.4  Form of Pledge Agreement
     between New NiSource Inc.,
     Bank One, National
     Association, as collateral
     agent, Bank One, National
     Association, as securities
     intermediary, and  The
     Chase Manhattan Bank, as

purchase contract agent* 

10.1  Form of Remarketing           Incorporated herein by reference
      Agreement between New         to Exhibit 10.1 to the Form S-4.
      NiSource Inc. and Credit
      Suisse First Boston
      Corporation, as remarketing
      agent*

* Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

NEW NISOURCE INC.
(Registrant) 

By:  /s/ Stephen P. Adik
   ---------------------------
     Stephen P. Adik
     Vice President
















EXHIBIT INDEX















4.1        Form of Indenture between New NiSource Inc. and The Chase
           Manhattan Bank, as trustee

4.2        Form of First Supplemental Indenture between New NiSource
           Inc. and The Chase Manhattan Bank, as trustee

4.3        Form of Purchase Contract Agreement between New NiSource
           Inc. and The Chase Manhattan Bank, as purchase contract
           agent

4.4        Form of Pledge Agreement between New NiSource Inc., Bank
           One, National Association, as collateral agent, Bank One,
           National Association, as securities intermediary, and















The Chase Manhattan Bank, as purchase contract agent
















EXHIBIT 4.1











NEW NISOURCE INC.





To





THE CHASE MANHATTAN BANK


as Trustee









INDENTURE






DATED AS OF __________, 2000






PROVIDING FOR ISSUANCE OF DEBT SECURITIES
















NEW NISOURCE INC.







Reconciliation and Tie between Trust Indenture Act of 1939,
as amended, and Indenture, dated as of __________, 2000










Trust Indenture                                     Indenture
Act Section                                         Section(s)
---------------                                     ----------

(S)310(a)(1)  . . . . . . . . . . . . . . . .       609
      (a)(2)  . . . . . . . . . . . . . . . .       609
      (a)(3)  . . . . . . . . . . . . . . . .       Not Applicable
      (a)(4)  . . . . . . . . . . . . . . . .       Not Applicable
      (a)(5)  . . . . . . . . . . . . . . . .       609
      (b) . . . . . . . . . . . . . . . . . .       608, 610
      (c) . . . . . . . . . . . . . . . . . .       Not Applicable
(S)311(a) . . . . . . . . . . . . . . . . . .       613
      (b) . . . . . . . . . . . . . . . . . .       613
      (c) . . . . . . . . . . . . . . . . . .       613
(S)312(a) . . . . . . . . . . . . . . . . . .       701, 702(a)
      (b) . . . . . . . . . . . . . . . . . .       702(a)
      (c) . . . . . . . . . . . . . . . . . .       702(b)
(S)313(a) . . . . . . . . . . . . . . . . . .       703(a)
      (b) . . . . . . . . . . . . . . . . . .       703(b)
      (c) . . . . . . . . . . . . . . . . . .       703(c)
      (d) . . . . . . . . . . . . . . . . . .       703(c)
(S)314(a) . . . . . . . . . . . . . . . . . .       704
      (a)(4)  . . . . . . . . . . . . . . . .       101, 1009
      (b) . . . . . . . . . . . . . . . . . .       Not Applicable
      (c)(1)  . . . . . . . . . . . . . . . .       102
      (c)(2)  . . . . . . . . . . . . . . . .       102
      (c)(3)  . . . . . . . . . . . . . . . .       Not Applicable
      (d) . . . . . . . . . . . . . . . . . .       Not Applicable
      (e) . . . . . . . . . . . . . . . . . .       102
      (f) . . . . . . . . . . . . . . . . . .       Not Applicable
(S)315(a) . . . . . . . . . . . . . . . . . .       601
      (b) . . . . . . . . . . . . . . . . . .       602
      (c) . . . . . . . . . . . . . . . . . .       601
      (d) . . . . . . . . . . . . . . . . . .       601
      (e) . . . . . . . . . . . . . . . . . .       514
(S)316(a)(1)(A) . . . . . . . . . . . . . . .       502, 512
      (a)(1)(B) . . . . . . . . . . . . . . .       513
      (a)(2)  . . . . . . . . . . . . . . . .       Not Applicable
      (b) . . . . . . . . . . . . . . . . . .       508
      (c) . . . . . . . . . . . . . . . . . .       104
(S)317(a)(1)  . . . . . . . . . . . . . . . .       503
      (a)(2)  . . . . . . . . . . . . . . . .       504
      (b) . . . . . . . . . . . . . . . . . .       1003
(S)318(a) . . . . . . . . . . . . . . . . . .       108














NOTE:     This Reconciliation and Tie shall not, for any purpose, be
deemed to be a part of the Indenture.















                              TABLE OF CONTENTS

                                                                     PAGE
   ARTICLE ONE -  DEFINITIONS AND OTHER PROVISIONS OF
                  GENERAL APPLICATION
        Section 101.  Definitions  . . . . . . . . . . . . . . . . . .  1
        Section 102.  Compliance Certificates and Opinions . . . . .    9
        Section 103.  Form of Documents Delivered to Trustee . . . .    9
        Section 104.  Acts of Holders; Record Dates  . . . . . . . .   10
        Section 105.  Notices, etc., to Trustee and Company  . . . .   12
        Section 106.  Notice to Holders of Securities; Waiver  . . .   13
        Section 107.  Language of Notices, etc.  . . . . . . . . . .   14
        Section 108.  Conflict with Trust Indenture Act  . . . . . .   14
        Section 109.  Effect of Headings and Table of Contents . . .   14
        Section 110.  Successors and Assigns . . . . . . . . . . . .   14
        Section 111.  Separability Clause  . . . . . . . . . . . . .   14
        Section 112.  Benefits of Indenture  . . . . . . . . . . . .   14
        Section 113.  Governing Law  . . . . . . . . . . . . . . . .   14
        Section 114.  Legal Holidays . . . . . . . . . . . . . . . .   15
        Section 115.  Appointment of Agent for Service . . . . . . .   15
        Section 116.  No Adverse Interpretation of Other Agreements    15
        Section 117.  Execution in Counterparts  . . . . . . . . . .   16
        Section 118.  Name of the Company  . . . . . . . . . . . . .   16

ARTICLE TWO - SECURITY FORMS
        Section 201.  Forms Generally  . . . . . . . . . . . . . . .   16
        Section 202.  Form of Trustee's Certificate of
                      Authentication . . . . . . . . . . . . . . . .   17
        Section 203.  Securities in Global Form  . . . . . . . . . .   17
        Section 204.  Form of Legend for Global Securities . . . . .   18
        Section 205.  Form of Legend for Bearer Securities . . . . .   18

ARTICLE THREE - THE SECURITIES
        Section 301.  Amount Unlimited; Issuable in Series . . . . .   18
        Section 302.  Denominations  . . . . . . . . . . . . . . . .   21
        Section 303.  Execution, Authentication, Delivery
                      and Dating . . . . . . . . . . . . . . . . . .   21
        Section 304.  Temporary Securities . . . . . . . . . . . . .   24
        Section 305.  Registration, Registration of Transfer
                      and Exchange . . . . . . . . . . . . . . . . .   25
        Section 306.  Mutilated, Destroyed, Lost and Stolen
                      Securities . . . . . . . . . . . . . . . . . .   29
        Section 307.  Payment of Interest; Interest Rights
                      Preserved  . . . . . . . . . . . . . . . . . .   30
        Section 308.  Persons Deemed Owners  . . . . . . . . . . . .   32
        Section 309.  Cancellation . . . . . . . . . . . . . . . . .   32
        Section 310.  Computation of Interest  . . . . . . . . . . .   33
        Section 311.  Form of Certification by a Person Entitled to
                      Receive a Bearer Security  . . . . . . . . . .   33




                                     -i-






















ARTICLE FOUR - SATISFACTION AND DISCHARGE
        Section 401.  Satisfaction and Discharge of Indenture  . . .   34
        Section 402.  Application of Trust Money . . . . . . . . . .   35

ARTICLE FIVE - REMEDIES
        Section 501.  Events of Default  . . . . . . . . . . . . . .   36
        Section 502.  Acceleration of Maturity; Rescission
                      and Annulment  . . . . . . . . . . . . . . . .   38
        Section 503.  Collection of Indebtedness and Suits for
                      Enforcement by Trustee . . . . . . . . . . . .   39
        Section 504.  Trustee May File Proofs of Claim . . . . . . .   40
        Section 505.  Trustee May Enforce Claims Without
                      Possession of Securities or Coupons  . . . . .   41
        Section 506.  Application of Money Collected . . . . . . . .   41
        Section 507.  Limitation on Suits  . . . . . . . . . . . . .   41
        Section 508.  Unconditional Right of Holders to Receive
                      Principal, Premium and Interest  . . . . . . .   42
        Section 509.  Restoration of Rights and Remedies . . . . . .   42
        Section 510.  Rights and Remedies Cumulative . . . . . . . .   43
        Section 511.  Delay or Omission Not Waiver . . . . . . . . .   43
        Section 512.  Control by Holders of Securities . . . . . . .   43
        Section 513.  Waiver of Past Defaults  . . . . . . . . . . .   43
        Section 514.  Undertaking for Costs  . . . . . . . . . . . .   44
        Section 515.  Waiver of Stay or Extension Laws . . . . . . .   44

ARTICLE SIX - THE TRUSTEE
        Section 601.  Certain Duties and Responsibilities  . . . . .   45
        Section 602.  Notice of Defaults . . . . . . . . . . . . . .   46
        Section 603.  Certain Rights of Trustee  . . . . . . . . . .   46
        Section 604.  Not Responsible for Recitals or Issuance
                      of Securities  . . . . . . . . . . . . . . . .   47
        Section 605.  May Hold Securities  . . . . . . . . . . . . .   48
        Section 606.  Money Held in Trust  . . . . . . . . . . . . .   48
        Section 607.  Compensation and Reimbursement . . . . . . . .   48
        Section 608.  Disqualification; Conflicting Interests  . . .   49
        Section 609.  Corporate Trustee Required; Eligibility  . . .   49
        Section 610.  Resignation and Removal; Appointment of
                      Successor  . . . . . . . . . . . . . . . . . .   50
        Section 611.  Acceptance of Appointment by Successor . . . .   51
        Section 612.  Merger, Conversion, Consolidation or
                      Succession to Business . . . . . . . . . . . .   53
        Section 613.  Preferential Collection of Claims Against
                      Company  . . . . . . . . . . . . . . . . . . .   53
        Section 614.  Appointment of Authenticating Agent  . . . . .   53

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
        Section 701.  Company to Furnish Trustee Names and
                      Addresses of Holders . . . . . . . . . . . . .   56
        Section 702.  Preservation of Information; Communications
                      to Holders . . . . . . . . . . . . . . . . . .   56
        Section 703.  Reports by Trustee . . . . . . . . . . . . . .   56
        Section 704.  Reports by Company . . . . . . . . . . . . . .   57

                                    -ii-






















ARTICLE EIGHT - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
                  OR LEASE
        Section 801.  Company May Consolidate, Etc., Only on
                      Certain Terms  . . . . . . . . . . . . . . . .   57
        Section 802.  Successor Corporation Substituted  . . . . . .   58
        Section 803.  Assumption by Subsidiary . . . . . . . . . . .   59

ARTICLE NINE - SUPPLEMENTAL INDENTURES

        Section 901.  Supplemental Indentures without Consent
                      of Holders . . . . . . . . . . . . . . . . . .   59
        Section 902.  Supplemental Indentures with Consent
                      of Holders . . . . . . . . . . . . . . . . . .   61
        Section 903.  Execution of Supplemental Indentures . . . . .   62
        Section 904.  Effect of Supplemental Indentures. . . . . . .   62
        Section 905.  Conformity with Trust Indenture Act  . . . . .   62
        Section 906.  Reference in Securities to Supplemental
                      Indentures . . . . . . . . . . . . . . . . . .   62

ARTICLE TEN - COVENANTS
        Section 1001.  Payment of Principal, Premium and Interest  .   63
        Section 1002.  Maintenance of Office or Agency . . . . . . .   63
        Section 1003.  Money for Securities Payments to Be Held
                       in Trust  . . . . . . . . . . . . . . . . . .   64
        Section 1004.  Additional Amounts  . . . . . . . . . . . . .   66
        Section 1005.  Corporate Existence . . . . . . . . . . . . .   67
        Section 1006.  Maintenance of Properties . . . . . . . . . .   67
        Section 1007.  Payment of Taxes and Other Claims . . . . . .   67
        Section 1008.  Restrictions on Liens . . . . . . . . . . . .   67
        Section 1009.  Statement as to Default . . . . . . . . . . .   69
        Section 1010.  Waiver of Certain Covenants . . . . . . . . .   70

ARTICLE ELEVEN - REDEMPTION OF SECURITIES
        Section 1101.  Applicability of Article  . . . . . . . . . .   70
        Section 1102.  Election to Redeem; Notice to Trustee . . . .   70
        Section 1103.  Selection by Trustee of Securities to Be
                       Redeemed  . . . . . . . . . . . . . . . . . .   71
        Section 1104.  Notice of Redemption  . . . . . . . . . . . .   71
        Section 1105.  Deposit of Redemption Price . . . . . . . . .   72
        Section 1106.  Securities Payable on Redemption Date . . . .   72
        Section 1107.  Securities Redeemed in Part . . . . . . . . .   73

ARTICLE TWELVE - SINKING FUNDS
        Section 1201.  Applicability of Article  . . . . . . . . . .   73
        Section 1202.  Satisfaction of Sinking Fund Payments
                       with Securities . . . . . . . . . . . . . . .   74
        Section 1203.  Redemption of Securities for Sinking Fund . .   74

ARTICLE THIRTEEN - MEETINGS OF HOLDERS OF SECURITIES
        Section 1301.  Purposes for Which Meetings May be Called . .   75
        Section 1302.  Call Notice and Place of Meeting  . . . . . .   75
        Section 1303.  Persons Entitled to Vote at Meetings  . . . .   75

                                    -iii-






















        Section 1304.  Quorum; Action  . . . . . . . . . . . . . . .   76
        Section 1305.  Determination of Voting Rights; Conduct
                       and Adjournment of Meetings . . . . . . . . .   76
        Section 1306.  Counting Votes and Recording Action
                       of Meetings . . . . . . . . . . . . . . . . .   77
        Section 1307.  Action Without Meeting  . . . . . . . . . . .   78

ARTICLE FOURTEEN - IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                     OFFICERS, DIRECTORS AND EMPLOYEES
        Section  1401.  Liability Solely Corporate . . . . . . . . .   78













-iv-









INDENTURE, dated as of __________, 2000, between New
NiSource Inc., a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), having its principal
office at 801 East 86th Avenue, Merrillville, Indiana 46410, and The
Chase Manhattan Bank, a corporation duly organized and existing under
the laws of the State of New York, having its principal corporate
trust office at 450 West 33rd Street, New York, New York 10001, 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 debentures, notes or other evidences of indebtedness
(collectively, the "Securities," and each individually, a "Security"),
to be issued in one or more series as in this Indenture provided.




All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been
done.




This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and the rules and regulations of
the Securities and Exchange Commission promulgated thereunder that are
required to be part of this Indenture and, to the extent applicable,
shall be governed by such provisions.





NOW, THEREFORE, THIS INDENTURE WITNESSETH:





For and in consideration of the premises and the purchase of
the Securities by the Holders, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the
Securities or of series of the Securities, as follows:





ARTICLE ONE






DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION





SECTION 101.  DEFINITIONS.  For all purposes of this
Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




(1)  the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well
as the singular;




(2)  all other terms used in this Indenture which are
defined in the Trust Indenture Act, either directly or by
reference in that Act, have the meanings assigned to them in that




Act;









(3)  all accounting terms not otherwise defined in this
Indenture have the meanings assigned to them in accordance with
generally accepted accounting principles in the United States of
America, and, except as otherwise expressly provided in this
Indenture, the term "generally accepted accounting principles"
with respect to any computation required or permitted under this
Indenture shall mean such accounting principles as are generally
accepted in the United States of America at the date of such
computation;




(4)  the words "herein," "hereof," "hereto" and "hereunder"
and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other
subdivision; and




(5)  the word "or" is always used inclusively (for example,
the phrase "A or B" means "A or B or both," not "either A or B
but not both").




Certain terms used principally in certain Articles are
defined in those Articles.




"Act," when used with respect to any Holder of a Security,
has the meaning specified in Section 104.




"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 specified
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.




"Authenticating Agent" means any Person or Persons
authorized by the Trustee to act on behalf of the Trustee to
authenticate one or more series of Securities.




"Authorized Newspaper" means a newspaper, in an official
language of the country of publication or in the English language,
customarily published on each Business Day, whether or not published
on Saturdays, Sundays or holidays, and of general circulation in the
place in connection with which the term is used or in the financial
community of such place.  Where successive publications are required
to be made in Authorized Newspapers, the successive publications may
be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business
Day.




"Bearer Security" means any Security in the form for Bearer
Securities set forth in Section 203 or established pursuant to Section




2









201 which is payable to bearer and shall bear the legend specified in


Section 205.




"Board of Directors" means either the board of directors of
the Company, or any of its duly authorized committees.




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




"Business Day" means any day other than a Saturday or Sunday
or a day on which banks and trust companies located in the
municipality in which the Corporate Trust Office  is located are
authorized or required by law, regulation or executive order to remain
closed.




"Commission" means the Securities and Exchange Commission,
as from time to time constituted, created under the Securities
Exchange Act of 1934, as amended, or, if at any time after the
execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.




"Company" means the Person named as the "Company" in the
first paragraph of this instrument until a successor shall have become
such pursuant to the applicable provisions of this Indenture, and
thereafter the term "Company" shall mean such successor.




"Consolidated Net Tangible Assets" means the total amount of
assets appearing on a consolidated balance sheet of Company and its
Subsidiaries other than the Utilities less, without duplication, the
following:




(a)  all current liabilities (excluding any thereof which
are by their terms extendable or renewable at the sole option of
the obligor thereon without requiring the consent of the obligee
to a date more than 12 months after the date of determination);




(b)  all reserves for depreciation and other asset valuation
reserves but excluding any reserves for deferred Federal income
taxes arising from accelerated amortization or otherwise;




(c)  all intangible assets such as goodwill, trademarks,
trade names, patents and unamortized debt discount and expense
carried as an asset on said balance sheet; and




(d)  all appropriate adjustments on account of minority
interests of other Persons holding Common Stock in any
Subsidiary.




3









Consolidated Net Tangible Assets shall be determined in
accordance with generally accepted accounting principles and as of a
date not more than 90 days prior to the happening of the event for
which such determination is being made.




"Corporate Trust Office" means the corporate trust office of
the Trustee of a series of Securities at which at any particular time
its corporate trust business shall be administered, which office on
the date of execution of this Indenture is located at 450 West 33rd
Street, New York, New York 10001, Attention:  Capital Markets
Fiduciary Services, except that with respect to presentation of
Securities of a series for payment or for registration of transfer or
exchange, such term shall mean the office or agency of the Trustee of
such series designated for such purpose, which office or agency on the
date of execution of this Indenture is located at 55 Water Street,
Room 234, New York, New York  10041.




"Corporation" includes any corporation, association,
company, limited liability company or business trust.




"Defaulted Interest" has the meaning specified in Section
307.




"Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or
more Global Securities, a clearing agency registered under the
Securities Exchange Act of 1934, as amended, specified for that
purpose as contemplated by Section 301 or any successor clearing
agency registered under such Act as contemplated by Section 305, and
if at any time there is more than one such Person, the term
"Depositary" as used with respect to the Securities of any series
shall mean the Depositary with respect to the Securities of such
series.




"Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States of America as at the time
shall be legal tender for the payment of public and private debts.




"Event of Default" has the meaning specified in Section 501.




"Global Security" means a Security bearing the legend
specified in Section 204 evidencing all or part of a series of
Securities, issued to the Depositary for such series or its nominee,
and registered in the name of such Depositary or nominee.




"Holder," when used with respect to any Security, means in
the case of a Registered Security the Person in whose name the
Security is registered in the Security Register and in the case of a
Bearer Security the bearer thereof and, when used with respect to any
coupon, means the bearer thereof.




4









"Indenture" means this instrument as originally executed or
as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions of this Indenture.




"Interest," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity.




"Interest Payment Date," when used with respect to any
Security, means the Stated Maturity of an installment of interest on
such Security.




"Maturity," when used with respect to any Security, means
the date on which the principal of such Security or an installment of
principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.




"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Corporate Secretary or an Assistant Corporate
Secretary, of the Company that complies with the requirements of


Section 314(c) of the Trust Indenture Act and is delivered to the
Trustee.




"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company and who shall be acceptable to the
Trustee, that complies with the requirements of Section 314(c) of the
Trust Indenture Act and Section 102 of this Indenture.




"Original Issue Discount Security" means any Security which
provides for an amount less than its principal amount to be due and
payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502.




"Outstanding," when used with respect to Securities, means,
as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except:




(i)  Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;




(ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such
Securities and any coupons thereto appertaining; PROVIDED, that
if such Securities are to be redeemed, notice of such redemption




5









has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and




(iii)     Securities which have been paid pursuant to


Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company;




and PROVIDED FURTHER, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have been
given any request, demand, authorization, direction, notice, consent
or waiver under this Indenture or are present at a meeting of Holders
of Securities for quorum purposes, Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver or upon any such determination as
to the presence of a quorum, only Securities which the Trustee knows
to be so owned shall be so disregarded.  Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.




"Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any
Securities on behalf of the Company.




"Person" means any individual, Corporation, limited
liability company, partnership, joint venture, joint-stock company,
trust, unincorporated organization, government or any agency or
political subdivision thereof, or any other entity.




"Place of Payment," when used with respect to the Securities
of any series, means the place or places where the principal of (and
premium, if any) and interest on the Securities of that series are
payable as specified as contemplated by Section 301.




"Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same debt
as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under


Section 306 in exchange for or in lieu of a mutilated, destroyed, lost
or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.




6









"Redemption Date," when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant
to this Indenture.




"Redemption Price," when used with respect to any Security
to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.




"Registered Security" means any Security established
pursuant to Section 201 which is registered in the Security Register.




"Regular Record Date" for the interest payable on any
Interest Payment Date on the Registered Securities of any series means
the date specified for that purpose as contemplated by Section 301.




"Request" or "Order" means a written request or order signed
in the name of the Company by its Chairman of the Board, its President
or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Controller, an Assistant Controller, its Corporate Secretary or an
Assistant Corporate Secretary, and delivered to the Trustee.




"Responsible Officer," when used with respect to the
Trustee, means any Vice President, any assistant secretary, any
assistant treasurer, any cashier, any assistant cashier, any senior
trust officer, any trust officer or assistant trust officer, any
assistant controller or any other officer of the Trustee customarily
performing corporate trust functions on behalf of the Trustee and also
means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.




"Securities" and "Security" have the meanings stated in the
first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture; PROVIDED,
that if at any time there is more than one Person acting as Trustee
under this Indenture, the term "Securities," with respect to any such
Person, shall mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which
such Person is not Trustee.




"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.




"Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of any series means a date fixed
by the Trustee pursuant to Section 307.




"Stated Maturity," when used with respect to any Security or
any installment of principal of such Security or interest on such
Security, means the date specified in such Security or a coupon
representing such installment of interest as the fixed date on which




7









the principal of such Security or such installment of principal or
interest is due and payable.




"Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company
and one or more other Subsidiaries.  For the purposes of this
definition, the term "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or
only so long as no senior class of stock has such voting power by
reason of any contingency.




"Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, and any reference in this Indenture to the Trust Indenture
Act or a particular provision thereof shall mean such Act or
provision, as the case may be, as amended or replaced from time to
time or as supplemented from time to time by rules or regulations
adopted by the Commission under or in furtherance of the purposes of
such Act or provision, as the case may be.




"Trustee" means the Person named as the "Trustee" in the
first paragraph of this instrument until a successor Trustee shall
have become such with respect to one or more series of Securities
pursuant to the applicable provisions of this Indenture, and
thereafter the term "Trustee" shall mean or include each Person who is
then a Trustee under this Indenture and, if at any time there is more
than one such Person, the term "Trustee," as used with respect to the
Securities of any series, shall mean the Trustee with respect to
Securities of that series.




"United States" means the United States of America
(including the States and the District of Columbia), its territories
and possessions and other areas subject to its jurisdiction.




"United States Alien" means any Person who, for United
States Federal income tax purposes, is a foreign corporation, a non-
resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership one or more of the members
of which is, for United States Federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust.




"Utility" means any subsidiary of the Company that is
subject to regulation by a federal or state utility regulatory
commission or other utility regulatory body.




"Vice President," when used with respect to the Company or
the Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice
president."




8









SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.  Upon
any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in
the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.




Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture shall include:




(1)  a statement that each individual signing such certifi-
cate or opinion has read such covenant or condition and the
definitions herein relating thereto;




(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 each such
individual, 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, in the opinion of each such
individual, such condition or covenant has been complied with.




SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.  In
any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.




Any certificate or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous.  Any
such certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that




9









the information with respect to such factual matters is in the
possession of the Company unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.




Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument.




SECTION 104.  ACTS OF HOLDERS; RECORD DATES.




(a)  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this
Indenture to be made, given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in
writing.  If Securities of a series are issuable as Bearer Securities,
any request, demand, authorization, direction, notice, consent, waiver
or other action provided in or pursuant to this Indenture to be made,
given or taken by Holders may, alternatively, be embodied in and
evidenced by the record of Holders of Securities voting in favor
thereof, either in person or by proxies duly appointed in writing, at
any meeting of Holders of Securities duly called and held in
accordance with the provisions of Article Thirteen, or a combination
of such instrument or instruments and any such record.  Except as
herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required,
to the Company.  Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such
instrument or instruments and so voting at any such meeting.  Proof of
execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section
601) conclusive in favor of the Trustee and the Company if made in the
manner provided in this Section.  The record of any meeting of Holders
of Securities shall be proved in the manner provided in Section 1306.




Notwithstanding the foregoing, with respect to any Global
Security, nothing herein shall prevent the Company, the Trustee, or
any agent of the Company or the Trustee, from giving effect to any
request, demand, authorization, direction, notice, consent, waiver or
other action provided in this Indenture to be given or taken by a
Depositary or impair, as between a Depositary and such holders of
beneficial interests, the operation of customary practices governing
the exercise of the rights of the Depositary (or its nominee) as
Holder of any Security.




Without limiting the generality of this Section 104, unless
otherwise provided in or pursuant to this Indenture, a Holder,




10









including a Depositary that is a Holder of a Global Security, may
make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver
or other action provided in or pursuant to this Indenture to be made,
given or taken by Holders, and a Depositary that is a Holder of a
Global Security may give its proxy or proxies to the Depositary's
participants or the beneficial owners of interests in any such Global
Security, as the case may be, through such Depositary's standing
instructions and customary practices.




Subject to the next succeeding paragraph, the Company may,
in the circumstances permitted by the Trust Indenture Act, fix any day
as the record date for the purpose of determining the Holders of
Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or
to vote on any action, authorized or permitted to be given or taken by
Holders of Securities of such series.  If not set by the Company prior
to the first solicitation of a Holder of Securities of such series
made by any Person in respect of any such action, or in the case of
any such vote, prior to such vote, the record date for any such action
or vote shall be the 30th day prior to such first solicitation or
vote, or, if later, the date of the most recent list of Holders
required to be provided pursuant to Section 701, as the case may be.
With regard to any record date for action to be taken by the Holders
of one or more series of Securities, only the Holders of Securities of
such series on such date (or their duly designated proxies) shall be
entitled to give or take, or vote on, the relevant action.




The Trustee shall fix a record date for the purpose of
determining the Persons who are beneficial owners of interests in any
permanent Global Security held by a Depositary and who are entitled
under the procedures of such Depositary to make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action
provided in or pursuant to this Indenture to be made, given or taken
by Holders.  If such a record date is fixed, the Holders on such
record date or their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other action,
whether or not such Holders remain Holders after such record date.  No
such request, demand, authorization, direction, notice, consent,
waiver or other action shall be valid or effective if made, given or
taken more than 90 days after such record date.




(b)  The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner
which the Trustee deems sufficient.




(c)  The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same, shall
be proved by the Security Register.




11









(d)  The principal amount and serial numbers of Bearer
Securities held by any Person executing any such instrument or writing
as a Holder of Securities, and the date of his holding the same, may
be proved by the production of such Bearer Securities or by a
certificate executed, as depositary, by any trust company, bank,
banker or other depositary, wherever situated, if such certificate
shall be deemed by the Trustee to be satisfactory, showing that at the
date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit
of the Person executing such instrument or writing as a Holder of
Securities, if such certificate or affidavit is deemed by the Trustee
to be satisfactory.  The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the
same Bearer Security is produced, or (2) such Bearer Security is
produced to the Trustee by some other Person, or (3) such Bearer
Security is surrendered in exchange for a Registered Security, or (4)
such Bearer Security is no longer Outstanding.




(e)  The fact and date of execution of any such instrument
or writing, the authority of the Person executing the same, the
principal amount and serial numbers of Bearer Securities held by the
Person so executing such instrument or writing and the date of holding
the same may also be proved in any other reasonable manner which the
Trustee deems sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this
Section.




(f)  Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of the Holder of any Security
shall bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon
such Security.




SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY.  Any
request, demand, authorization, direction, notice, consent, election,
waiver or other Act of Holders of a series of Securities or other
document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,




(1)  the Trustee of such series by any Holder of a Security
of such series or by the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee of such series at its Corporate Trust
Office, or




(2)  the Company by the Trustee of such series or by any
Holder of a Security of such series shall be sufficient for every




12









purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the
Company, addressed to the attention of its Corporate Secretary,
at 801 East 86th Avenue, Merrillville, Indiana 46410, or at any
other address previously furnished in writing to the Trustee of
such series by the Company.




SECTION 106.  NOTICE TO HOLDERS OF SECURITIES; WAIVER.
Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities (of any series) of any
event,




(1)  such notice shall be sufficiently given to Holders of
Registered Securities of such series if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered
Security of such series affected by such event, at his address as
it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the
giving of such Notice; and




(2)  such notice shall be sufficiently given to Holders of
Bearer Securities of such series if published in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and,
if the Securities of such series are then listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland and
such stock exchange shall so require, in London and, if the
Securities of such series are then listed on the Luxembourg Stock
Exchange and such stock exchange shall so require, in Luxembourg
and, if the Securities of such series are then listed on any
other stock exchange outside the United States and such stock
exchange shall so require, in any other required city outside the
United States or, if not practicable, in Europe, on a Business
Day at least twice, the first such publication to be not earlier
than the earliest date and not later than the latest date
prescribed for the giving of such notice.




In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for
every purpose hereunder.  In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular
Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the
sufficiency of any notice by publication to Holders of Bearer
Securities given as provided above.




In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any
other cause it shall be impracticable to publish any notice to Holders
of Bearer Securities of any series as provided above, then such




13









notification to Holders of such Bearer Securities as shall be given
with the approval of the Trustee for such series shall constitute
sufficient notice to such Holders for every purpose hereunder.
Neither failure to give notice by publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.




Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders of Securities
shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance
upon such waiver.




SECTION 107.  LANGUAGE OF NOTICES, ETC.   Any request,
demand, authorization, direction, notice, consent, election or waiver
required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official
language of the country of publication.




SECTION 108.  CONFLICT WITH TRUST INDENTURE ACT.   If any
provision hereof limits, qualifies or conflicts with any duties under
any required provision of the Trust Indenture Act deemed included
herein by Section 318(c) thereof, such required provision shall
control.




SECTION 109.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.




SECTION 110.  SUCCESSORS AND ASSIGNS.   All covenants and
agreements in this Indenture by the Company shall bind its successors
and assigns, whether so expressed or not.




SECTION 111.  SEPARABILITY CLAUSE.   In case any provision
in this Indenture or the Securities or coupons 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.




SECTION 112.  BENEFITS OF INDENTURE.   Nothing in this
Indenture or the Securities or coupons, express or implied, shall give
to any Person, other than the parties hereto, their successors
hereunder and the Holders of Securities and coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.




SECTION 113.  GOVERNING LAW.   This Indenture and the
Securities and coupons shall be governed by and construed in
accordance with the internal law of the State of New York, without
giving effect to any contrary conflict of laws or choice of law




14









provisions of the law of the State of New York or any other
jurisdiction.




SECTION 114.  LEGAL HOLIDAYS.   In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the
Securities or coupons) payment of interest or principal (and premium,
if any) need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity; PROVIDED,
that no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.




SECTION 115.  APPOINTMENT OF AGENT FOR SERVICE.   By the
execution and delivery of this Indenture, the Company hereby appoints
the Trustee as  its agent upon which process may be served in any
legal action or proceeding which may be instituted in any Federal or
State court in the Borough of Manhattan, The City of New York, arising
out of or relating to the Securities, the coupons or this Indenture.
Service of process upon such agent at the office of such agent at 450
West 33rd Street, New York, New York 10001, Attention: Capital Markets
Fiduciary Services (or such other address in the Borough of Manhattan,
The City of New York, as may be the Corporate Trust Office of the
Trustee), and written notice of said service to the Company by the
Person serving the same addressed as provided in Section 105, shall be
deemed in every respect effective service of process upon the Company
in any such legal action or proceeding, and the Company hereby submits
to the jurisdiction of any such court in which any such legal action
or proceeding is so instituted.  Such appointment shall be irrevocable
so long as the Holders of Securities or coupons shall have any rights
pursuant to the terms thereof or of this Indenture until the
appointment of a successor by the Company with the consent of the
Trustee and such successor's acceptance of such appointment.  The
Company further agrees to take any and all action, including the
execution and filing of any and all such documents and instruments, as
may be necessary to continue such designation and appointment of such
agent or successor.




By the execution and delivery of this Indenture, the Trustee
hereby agrees to act as such agent and undertakes promptly to notify
the Company of receipt by it of service of process in accordance with
this Section.




SECTION 116.  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 Affiliate thereof.  No such
indenture, loan or debt agreement may be used to interpret this
Indenture.




15









SECTION 117.  EXECUTION IN COUNTERPARTS.   This instrument
may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.




SECTION 118.  NAME OF THE COMPANY.  The Company, NiSource
Inc., an Indiana corporation ("NiSource"), Columbia Energy Group, a
Delaware corporation ("Columbia"), Parent Acquisition Corp., an
Indiana corporation, Company Acquisition Corp., a Delaware
corporation, and NiSource Finance Corp., an Indiana corporation, have
entered into the Agreement and Plan of Merger dated as of February 27,
2000, as amended and restated as of March 31, 2000 (the "Merger
Agreement"), pursuant to which, among other things, NiSource and
Columbia will become wholly owned subsidiaries of the Company and the
former stockholders of NiSource and Columbia will become stockholders
of the Company (the "Merger"). The Merger will become effective
contemporaneously with the execution and delivery of this Indenture by
the Company. Immediately following the Merger, NiSource will merge
with and into the Company, and the Company will immediately thereafter
change its name from New Nisource Inc. to NiSource Inc. Accordingly,
after the Company has so changed its name, all references in this
Indenture and in any Securities issued under this Indenture to the
Company's former name shall be deemed to refer to its new name,
NiSource Inc.





ARTICLE TWO






SECURITY FORMS





SECTION 201.  FORMS GENERALLY.   The Registered Securities,
if any, of each series and the Bearer Securities, if any, of each
series and related coupons and the Global Securities, if any, issued
pursuant to this Indenture shall be in such form as shall be
established by or pursuant to a Board Resolution of the Company or in
one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the
rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities or coupons, as
evidenced by their execution of the Securities or coupons (but which
do not affect the rights or duties of the Trustee).  If the forms of
Securities or coupons of any series are established by action taken
pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified by the Corporate
Secretary or an Assistant Corporate Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Order of
the Company contemplated by Section 303 for the authentication and
delivery of such Securities or coupons.




16









The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article or Article Six.




Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, the Securities of each
series shall be issuable in global and registered form without
coupons.  If so provided as contemplated by Section 301, the
Securities of a series also shall be issuable in bearer form, with or
without interest coupons attached.




The definitive Securities and coupons, if any, shall be
printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner permitted by the rules of any applicable
securities exchange, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities or
coupons.




SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF
AUTHENTICATION.   Subject to Section 614, the Trustee's certificate of
authentication shall be in substantially the following form:




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





The Chase Manhattan Bank, as Trustee





By:_____________________________________


Authorized Officer




SECTION 203.  SECURITIES IN GLOBAL FORM.   If Securities of
a series are issuable in global form, any such Security may provide
that it or any number of such Securities shall represent the aggregate
amount of all Outstanding Securities of such series (or such lesser
amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges.  Any endorsement of any
Security in global form to reflect the amount, or any increase or
decrease in the amount, or changes in the rights of Holders, of
Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or
in the Order of the Company to be delivered pursuant to Sections 303
or 304 with respect thereto.  Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in
the applicable Order of the Company.  If the Order of the Company
pursuant to Sections 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to a Security
in global form shall be in writing but need not be accompanied by or




17









contained in an Officers' Certificate and need not be accompanied by
an Opinion of Counsel.




SECTION 204.  FORM OF LEGEND FOR GLOBAL SECURITIES.   Any
Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form, or in such other form that
is acceptable to the Depositary and the Trustee:




"Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not be
transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor
Depositary."




SECTION 205.  FORM OF LEGEND FOR BEARER SECURITIES.   Any
Bearer Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:




"Any United States person who holds this Security will be
subject to limitations under the United States income tax laws,
including the limitation provided in Sections 165(j) and 1287(a) of
the Internal Revenue Code of 1986, as amended."





ARTICLE THREE






THE SECURITIES





SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.   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.  There
shall be established in or pursuant to a Board Resolution of the
Company, and set forth in an Officers' Certificate of the Company, or
established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series,




(1)  the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of all
other series issued by the Company);




(2)  any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Securities of the series pursuant to Section
304, 305, 306, 906 or 1107);




18









(3)  the date or dates on which the principal of the Securi-
ties of the series is payable;




(4)  the rate or rates at which the Securities of the series
shall bear interest, if any, or any method by which such rate or
rates shall be determined, the basis upon which interest will be
computed if other than that specified in Section 310, the date or
dates from which such interest shall accrue, the Interest Payment
Dates on which such interest shall be payable and the Regular
Record Date for the interest payable on Registered Securities on
any Interest Payment Date;




(5)  the place or places where the principal of (and
premium, if any) and interest, if any, on Securities of the
series shall be payable;




(6)  whether Securities of such series may be redeemed, and
if so, the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the
Company;




(7)  the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;




(8)  whether Bearer Securities of the series are to be
issuable;




(9)  if Bearer Securities of the series are to be issuable,
whether interest in respect of any portion of a temporary Bearer
Security in global form (representing all of the Outstanding
Bearer Securities of the series) payable in respect of an
Interest Payment Date prior to the exchange of such temporary
Bearer Security for definitive Securities of the series shall be
paid to any clearing organization with respect to the portion of
such temporary Bearer Security held for its account and, in such
event, the terms and conditions (including any certification
requirements) upon which any such interest payment received by a
clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date;




(10) the date as of which any Bearer Securities of the
series, any temporary Bearer Security in global form and any
Global Securities shall be dated if other than the date of
original issuance of the first Security of the series to be
issued;




19









(11) the denominations in which Registered Securities of the
series, if any, shall be issuable if other than denominations of
$1,000 and any integral multiple thereof, and the denominations
in which Bearer Securities of the series, if any, shall be
issuable if other than the denomination of $5,000;




(12) the currency or currencies, including composite cur-
rencies, in which payment of the principal of (and premium, if
any) and interest, if any, on the Securities of the series shall
be payable (if other than the currency of the United States of
America);




(13) if the amount of payments of principal of (and premium,
if any) or interest on the Securities of the series may be
determined with reference to an index, the manner in which such
amounts shall be determined;




(14) if other than the principal amount thereof, the portion
of the principal amount of Securities of the series which shall
be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;




(15) any additional Events of Default or additional
covenants of the Company pertaining to the Securities of the
series;




(16) whether and under what circumstances the Company will
pay additional amounts on the Securities of the series held by a
Person who is a United States Alien in respect of taxes or
similar charges withheld or deducted and, if so, whether the
Company will have the option to redeem such Securities rather
than pay such additional amounts;




(17) whether any Securities of the series are to be issuable
in whole or in part in the form of one or more Global Securities
and, if so, (a) the Depositary with respect to such Global
Security or Securities and (b) the circumstances under which
beneficial owners of interests in any such Global Security may
exchange such interest for Securities of the same series and of
like tenor and of any authorized form and denomination, and the
circumstances under which any such exchange may occur, if other
than as set forth in Section 305;




(18) if any of such Securities are to be issued in global
form and are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security) only
upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and terms of such
certificates, documents, or conditions; and




(19) any other terms of the series (which terms shall not be
inconsistent with the terms of this Indenture).




20









All Securities of any one series and the coupons appertaining to
Bearer Securities of such series, if any, shall be substantially
identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to
such Board Resolution and set forth in such Officers' Certificate or
in any such indenture supplemental hereto.




If any of the terms of the series are established by action taken
pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified by the Corporate
Secretary or an Assistant Corporate Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate of the Company setting forth the terms of the series.
Such Board Resolution may provide general terms or parameters for
Securities of such series and may provide that the specific terms of
particular Securities of such series, and the Persons authorized to
determine such terms or parameters, may be determined in accordance
with or pursuant to the Order of the Company referred to in the third
paragraph of Section 303.




SECTION 302.  DENOMINATIONS.   Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities,
the Registered Securities of each series shall be issuable in
denominations of $1,000 or any integral multiple thereof and the
Bearer Securities of each series, if any, shall be issuable in the
denomination of $5,000.




SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND
DATING.   The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by
its Corporate Secretary or one of its Assistant Corporate Secretaries.
The signature of any of these officers on the Securities may be manual
or facsimile.  Coupons shall bear the facsimile signature of the
Treasurer or any Assistant Treasurer of the Company.




Securities and coupons bearing the manual or facsimile
signatures of individuals who were at any time relevant to the
authorization thereof the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such
Securities.




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 on behalf of the Company to the Trustee for
authentication by the Trustee together with an Order of the Company
for the authentication and delivery of such Securities, and the
Trustee in accordance with such Order shall authenticate and deliver
such Securities; PROVIDED, that in connection with its original
issuance, a Bearer Security may be delivered only outside the United




21









States and only if the Trustee shall have received from the Person
entitled to receive such Bearer Security a certificate in the form
required by Section 311; and PROVIDED FURTHER, that, with respect to
Securities of a series constituting a medium term note program, the
Trustee shall authenticate and deliver Securities of such series for
original issue from time to time in the aggregate principal amount
established for such series pursuant to such procedures acceptable to
the Trustee and to such recipients as may be specified from time to
time by an Order of the Company.  The maturity dates, original issue
dates, interest rates and any other terms of the Securities of a
subseries of any medium term note program shall be determined by or
pursuant to such Order of the Company and procedures.




In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to
Sections 315(a) through 315(d) of the Trust Indenture Act) shall be
fully protected in relying upon:




(a)  the Board Resolution of the Company or indenture
supplemental hereto establishing the form of the Securities of
that series pursuant to Section 201 and the terms of the
Securities of that series pursuant to Section 301 (or, in the
case of a Board Resolution, pursuant to which such form and terms
are established);




(b)  an Officer's Certificate pursuant to Sections 201 and
301 and complying with Section 102; and




(c)  an Opinion of Counsel complying with Section 102
stating,




(i)  that the forms of such Securities and coupons, if
any, have been established by or pursuant to a Board
Resolution of the Company or by an indenture supplemental
hereto, as permitted by Section 201 and in conformity with
the provisions of this Indenture;




(ii) that the terms of such Securities have been
established by or pursuant to a Board Resolution of the
Company or by an indenture supplemental hereto, as permitted
by Sections 201 and 301 and in conformity with the
provisions of this Indenture;




(iii)     that such Securities, together with the
coupons, if any, appertaining thereto, when authenticated
and delivered by the Trustee and issued by the Company in
the manner and subject to any customary conditions specified
in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company entitled to the
benefits provided by the Indenture, enforceable in
accordance with their respective terms, except to the extent




22









that the enforcement of such obligations may be subject to
bankruptcy laws or insolvency laws or other similar laws,
general principles of equity and such other qualifications
as such counsel shall conclude are customary or do not
materially affect the rights of the Holders of such
Securities;




(iv) that all laws and requirements in respect of the
execution and delivery of the Securities have been complied
with; and




(v)  such other matters as the Trustee may reasonably
request.




With respect to Securities of a subseries of a medium term
note program, the Trustee may conclusively rely on the documents and
opinion delivered pursuant to Sections 201 and 301 and this Section
303, as applicable (unless revoked by superseding comparable documents
or opinions), with respect to the establishment of the medium term
note program as to the authorization of the Board of Directors of any
Securities delivered hereunder, the form thereof and the legality,
validity, binding effect and enforceability thereof.




Notwithstanding the provisions of Section 301 and of the
preceding two paragraphs, if not all the Securities of any series are
to be issued at one time, it shall not be necessary to deliver the
Officers' Certificate otherwise required pursuant to Section 301 or
the documents otherwise required pursuant to the preceding clauses


(a), (b) or (c) prior to or at the time of issuance of each Security,
but such documents shall be delivered prior to or at the time of
issuance of the first Security of such series and shall pertain to all
of the Securities of such series.  After any such first delivery, any
separate Request by the Company that the Trustee authenticate
Securities of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided
for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with.




If such forms or terms have been so established by or
pursuant to a Board Resolution of the Company or by an indenture
supplemental hereto as permitted by Sections 201 and 301, the Trustee
shall have the right to decline to authenticate and deliver any
Securities of such series:




(i)  if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken;




(ii) if the Trustee in good faith by its board of directors,
executive committee or a committee of directors or Responsible
Officers of the Trustee in good faith determines that such action
would expose the Trustee to personal liability to Holders of any
Outstanding series of Securities; or




23









(iii)     if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties and
immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.




If the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute
and the Trustee shall, in accordance with this Section and the Order
of the Company with respect to such series, authenticate and deliver
one or more Global Securities in permanent form that (i) shall
represent and shall be denominated in an amount equal to the aggregate
principal amount of the Outstanding Securities of such series to be
represented by such Global Security or Securities, (ii) shall be
registered, if in registered form, in the name of the Depositary for
such Global Security or Securities or the nominee of such Depositary,


(iii) shall be delivered by the Trustee to such Depositary or pursuant
to such Depositary's instruction and (iv) shall bear a legend as
required by Section 204.




Each Registered Security shall be dated the date of its
authentication.  Each Global Security, each Bearer Security and any
temporary Bearer Security in global form shall be dated as of the date
specified as contemplated by Section 301.




No Security or related coupon shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee
by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.  Except as permitted by Section 306 or
307, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured and
paid or payment duly provided for have been detached and canceled.




SECTION 304.  TEMPORARY SECURITIES.   Pending the
preparation of definitive Securities of any series, the Company may
execute, and upon an Order of the Company the Trustee shall authenti-
cate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form or, if
authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such
Securities (but which do not affect the rights or duties of the
Trustee).  In the case of Bearer Securities of any series, such
temporary Securities may be in global form, representing all of the
outstanding Bearer Securities of such series.




24









Except in the case of temporary Securities in global form,
which shall be exchanged in accordance with the provisions thereof, if
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreason-
able delay.  After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the
Company in a Place of Payment for that series, without charge to the
Holder.  Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor (at an office or agency
of the Company in the case of Bearer Securities) a like principal
amount of definitive Securities of the same series of authorized
denominations and of like tenor; PROVIDED, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered
Security; and PROVIDED FURTHER, that no definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security unless
the Trustee shall have received from the Person entitled to receive
the definitive Bearer Security a certificate in the form required by


Section 311.  Until so exchanged, the temporary Securities of any
series, including temporary Securities in global form, shall in all
respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.




SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE.   The Company shall cause to be kept at one of its offices
or agencies designated pursuant to Section 1002 a register (referred
to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities of each series and of transfers
and exchanges of Registered Securities of such series.  Said office or
agency is hereby appointed the security registrar (referred to as the
"Security Registrar") for the purpose of registering Registered
Securities of each series and transfers and exchanges of Registered
Securities of such series as herein provided.




Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency in a Place
of Payment maintained for such purpose for such series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new
Registered Securities of the same series, Stated Maturity and original
issue date, of any authorized denominations and of like tenor and
aggregate principal amount.




At the option of the Holder, Registered Securities of any
series (except a Global Security representing all or a portion of such
series) may be exchanged for Registered Securities of the same series,
Stated Maturity and original issue date, of any authorized
denominations and of like tenor and aggregate principal amount, upon




25









surrender of the Securities to be exchanged at any such office or
agency.




At the option of the Holder, Bearer Securities of any series
may be exchanged for Registered Securities of the same series, Stated
Maturity and original issue date, of any authorized denominations and
of like tenor and aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with
all unmatured coupons and all matured coupons in default thereto
appertaining.  If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in
default, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company and the
Trustee in an amount equal to the face amount of such missing coupon
or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them
such security or indemnity as they may require to save each of them
and any Paying Agent harmless.  If thereafter the Holder of such
Security shall surrender to any Paying Agent any such missing coupon
in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; PROVIDED,
that except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the
United States.  Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series after the close
of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date
or proposed date of payment, as the case may be.




Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to
receive.




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




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




26









No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to


Section 304, 906 or 1107 not involving any transfer.




The Company shall not be required (i) to issue, to register
the transfer of or to exchange Securities of any series during a
period of 15 Business Days immediately preceding the date notice is
given identifying the serial numbers of the Securities of that series
called for redemption, or (ii) to issue, to register the transfer of
or to exchange any Registered Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being
redeemed in part, or (iii) to exchange any Bearer Security so selected
for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series, PROVIDED, that such Registered
Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this
Indenture.




Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any Global Security shall be
exchangeable pursuant to this Section 305 or Sections 304, 306, 906 or
1107 for Securities registered in the name of, and a transfer of a
Global Security of any series may be registered to, any Person other
than the Depositary for such Global Security or its nominee only if:




(i)  such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global
Security or if at any time such Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of
1934, as amended, and a successor Depositary is not appointed by
the Company within 90 days;




(ii) the Company executes and delivers to the Trustee an
Order of the Company that such Global Security shall be so
exchangeable and the transfer thereof so registrable; or




(iii)     there shall have occurred and be continuing an
Event of Default or an event which, with the giving of notice or
lapse of time, would constitute an Event of Default with respect
to the Securities of such series.




Upon the occurrence in respect of any Global Security of any series of
any one or more of the conditions specified in clauses (i), (ii) or


(iii) of the preceding sentence or such other conditions as may be
specified as contemplated by Section 301 for such series, then without
unnecessary delay, but in any event not later than the earliest date
on which such interests may be so exchanged, the Company shall deliver
to the Trustee definitive Securities of that series in aggregate




27









principal amount equal to the principal amount of such Global
Security, executed by the Company.




On or after the earliest date on which such interests may be
so exchanged, such Global Securities shall be surrendered from time to
time by the Depositary and in accordance with instructions given to
the Trustee and the Depositary (which instructions shall be in writing
but need not be contained in or accompanied by an Officers'
Certificate or be accompanied by an Opinion of Counsel), as shall be
specified in the Order of the Company with respect thereto to the
Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or in part, for definitive Securities of the same series without
service charge.  The Trustee shall authenticate and make available for
delivery, in exchange for each portion of such surrendered Global
Security, a like aggregate principal amount of definitive Securities
of the same series of authorized denominations and of like tenor as
the portion of such Global Security to be exchanged which (unless the
Securities of the series are not issuable both as Bearer Securities
and as Registered Securities, in which case the definitive Securities
exchanged for the Global Security shall be issuable only in the form
in which the Securities are issuable, as specified as contemplated by


Section 301) shall be in the form of Bearer Securities or Registered
Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; PROVIDED, that no such exchanges may occur
during a period beginning at the opening of business 15 Business Days
before any selection of Securities of that series to be redeemed and
ending on the relevant Redemption Date; and PROVIDED FURTHER, that
(unless otherwise specified as contemplated by Section 301) no Bearer
Security delivered in exchange for a portion of a Global Security
shall be mailed or otherwise delivered to any location in the United
States.




Promptly following any such exchange in part, such Global
Security shall be returned by the Trustee to the Depositary in
accordance with the instructions of the Company referred to above.  If
a Registered Security is issued in exchange for any portion of a
Global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date for such
Security and before the opening of business at such office or agency
on the next Interest Payment Date, or (ii) any Special Record Date for
such Security and before the opening of business at such office or
agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall not be payable
on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but shall be
payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of
such portion of such Global Security is payable in accordance with the
provisions of this Indenture.




28









SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN
SECURITIES.   If any mutilated Security or a Security with a mutilated
coupon appertaining to it is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series, Stated Maturity
and original issue date, and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered
Security.




If there shall be delivered to the Company and the Trustee


(i) evidence to their satisfaction of the destruction, loss or theft
of any Security or coupon and (ii) such security or indemnity as may
be required by them to save each of them and any agent of either of
them harmless, then, in the absence of notice to the Company or the
Trustee that such Security or coupon has been acquired by a bona fide
purchaser, the Company shall execute and upon its Request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security or in exchange for the Security to which a destroyed,
lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series, Stated
Maturity and original issue date, and of like tenor and principal
amount and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains.




In case any such mutilated, destroyed, lost or stolen
Security or coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security,
pay such Security or coupon; PROVIDED, that payment of principal of
(and premium, if any) and any interest on Bearer Securities shall,
except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States; and PROVIDED
FURTHER, that with respect to any such coupons, interest represented
thereby (but not any additional amounts payable as provided in Section
1004), shall be payable only upon presentation and surrender of the
coupons appertaining thereto.




Upon the issuance of any new Security under this Section,
the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.




Every new Security of any series, with its coupons, if any,
issued pursuant to this Section in lieu of any mutilated, destroyed,
lost or stolen Security, or in exchange for a Security to which a
destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Security and its coupons,
if any, or the mutilated, destroyed, lost or stolen coupon shall be at




29









any time enforceable by anyone, and any such new Security and coupons,
if any, shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.




The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or coupons.




SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS
PRESERVED.   Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest on any Registered
Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest.  Interest, if any, is paid on Bearer Securities to
Holders of coupons.  In case a Bearer Security of any series is
surrendered in exchange for a Registered Security of such series after
the close of business (at an office or agency in a Place of Payment
for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be
payable on such Interest Payment Date in respect of the Registered
Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture.




Any interest on any Registered Security of any series which
is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:




(1)  The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid
on each Registered Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons




30









entitled to such Defaulted Interest as provided in this clause.
Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than
15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment.  The Trustee
shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Registered Securities of such series
at the address of such Holder as it appears in the Security
Register, not less than 10 days prior to such Special Record
Date.  The Trustee may, in its discretion, in the name and at the
expense of the Company, cause a similar notice to be published at
least once in an Authorized Newspaper in each Place of Payment,
but such publication shall not be a condition precedent to the
establishment of such Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).  In case a Bearer Security
of any series is surrendered at the office or agency in a Place
of Payment for such series in exchange for a Registered Security
of such series after the close of business at such office or
agency on any Special Record Date and before the opening of
business at such office or agency on the related proposed date
for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on such
proposed date of payment in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable
only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.




(2)  The Company may make payment of any Defaulted Interest
on the Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which such Securities may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the
Trustee.




Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.




31









SECTION 308.  PERSONS DEEMED OWNERS.   Prior to due
presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the Person in whose name such Registered Security is
registered as the absolute owner of such Registered Security for the
purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by any notice to the contrary.




The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of
any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not such Security or coupon be
overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.




No holder of any beneficial interest in any Global Security
held on its behalf by a Depositary (or its nominee) shall have any
rights under this Indenture with respect to such Global Security or
any Security represented thereby, and such Depositary may be treated
by the Company, the Trustee, and any agent of the Company or the
Trustee as the owner of such Global Security or any Security
represented thereby for all purposes whatsoever.  None of the Company,
the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a
Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.




SECTION 309.  CANCELLATION.   All Securities and coupons
surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly canceled by the Trustee.  The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee.  No Securities
shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by
this Indenture.  All canceled Securities and coupons held by the
Trustee shall be destroyed and certification of their destruction
delivered to the Company, unless an Order of the Company shall direct
that canceled Securities be returned to the Company.




The repayment of any principal amount of Securities pursuant
to such option of the Holder to require repayment of Securities before
their Stated Maturity, for purposes of this Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness




32









represented by such Securities unless and until the Company, at its
option, shall deliver or surrender the same to the Trustee with an
Order that such Securities be canceled.




SECTION 310.  COMPUTATION OF INTEREST.   Except as otherwise
specified as contemplated by Section 301(4) for Securities of any
series, interest on the Securities of each series shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.




SECTION 311.  FORM OF CERTIFICATION BY A PERSON ENTITLED TO
RECEIVE A BEARER SECURITY.   Whenever any provision of this Indenture
or the form of Security contemplates that certification be given by a
Person entitled to receive a Bearer Security, such certification shall
be provided substantially in the form of the following certificate,
with only such changes as shall be approved by the Company and of
which the Company shall have given written notice to the Trustee:




[Form of Certificate to Be Given By
Person Entitled to Receive Bearer Security]





Certificate





[Name of Security]




This is to certify that the above-captioned Security is not
being acquired by or on behalf of a United States person, or for offer
to resell or for resale to a United States person, or, if a beneficial
interest in the Security is being acquired by a United States person,
that such person is a financial institution or is acquiring through a
financial institution and that the Security is held by a financial
institution that has agreed in writing to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder and that such person
or financial institution is not purchasing for offer to resell or for
resale within the United States.  If this certificate is being
provided by a clearing organization, it is based on statements
provided to it by its member organizations.  As used herein, "United
States" means the United States of America (including the States and
the District of Columbia), its territories and possessions and other
areas subject to its jurisdiction, and "United States person" means
any citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under the laws
of the United States or any political subdivision thereof and any
estate or trust the income of which is subject to United States
Federal income taxation regardless of its source.  If the undersigned
is a dealer, the undersigned agrees to obtain a similar certificate
from each person entitled to delivery of any of the above-captioned
Securities in bearer form purchased from it; PROVIDED, that if the
undersigned has actual knowledge that the information contained in
such a certificate is false, the undersigned will not deliver a
Security in temporary or definitive bearer form to the person who




33









signed such certificate notwithstanding the delivery of such
certificate to the undersigned.




We undertake to advise you by telecopy if the above
statement as to beneficial ownership is not correct on the date of
delivery of the above-captioned Securities in bearer form as to all of
such Securities.




We understand that this certificate is required in
connection with certain tax legislation in the United States.  If
administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.




Dated: __________, 20__                 ______________________________





ARTICLE FOUR






SATISFACTION AND DISCHARGE





SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.
This Indenture shall upon a Request of the Company cease to be of
further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for, and
any right to receive additional amounts, as provided in Section 1004),
and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this
Indenture, when:




(1)  either




(A)  all Securities theretofore authenticated and delivered
and all coupons appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered for exchange for
Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in


Section 305, (ii) Securities and coupons which have been
destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption
Date, whose surrender has been waived as provided in Section
1106, and (iv) Securities and coupons for whose payment money has
theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or




34









(B)  all such Securities not theretofore delivered to the
Trustee for cancellation




(i)  have become due and payable, or




(ii) will become due and payable at their Stated
Maturity within one year, or




(iii)     are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,




and the Company, in the case of (B)(i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust
funds in trust dedicated solely for such purpose an amount
sufficient, without reinvestment, to pay and discharge the entire
indebtedness on such Securities and coupons not theretofore
delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest to the date of such deposit (in the
case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;




(2)  the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and




(3)  the Company has delivered to the Trustee an Officers'
Certificate of the Company and an Opinion of Counsel, each
stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have
been complied with.




In the event there are Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture only if
requested to do so with respect to Securities of all series as to
which it is Trustee and if the other conditions thereto are met.  In
the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt
of such instruments from all Trustees hereunder.




Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section
607, the obligations of the Trustee to any Authenticating Agent under


Section 614 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Sections 305, 306, 402, 1002 and 1003
shall survive.




SECTION 402.  APPLICATION OF TRUST MONEY.   Subject to the
provision of the last paragraph of Section 1003, all money deposited
with the Trustee pursuant to Section 401 shall be held in trust and




35









applied by it, in accordance with the provisions of the Securities,
the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee, but such money
need not be segregated from other funds, except to the extent required
by law.





ARTICLE FIVE






REMEDIES





SECTION 501.  EVENTS OF DEFAULT.   "Event of Default,"
wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any
administrative or governmental body):




(1)  the Company defaults in the payment of any interest
(including any additional amounts due under Section 1004 as
specified therein) upon any Security of that series when it
becomes due and payable and continuance of such default for a
period of 30 days; or




(2)  the Company defaults in the payment of the principal
(including any additional amounts due under Section 1004 as
specified therein) of (or premium, if any, on) any Security of
that series at its Maturity and continuance of such default for a
period of three Business Days thereafter; or




(3)  the Company defaults in the deposit of any sinking fund
payment when and as due by the terms of a Security of that series
and continuance of such default for a period of three Business
Days thereafter; or




(4)  the Company defaults in the performance or breach of
any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with
or which has expressly been included in or pursuant to this
Indenture solely for the benefit of one or more series of
Securities other than that series), and continuance of such
default or breach for a period of 60 days after there has been
given, by registered or certified mail, to the Company by the
Trustee, or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of
that series, a written notice specifying such default or breach




36









and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or




(5)  a default under any bond, debenture, note or other
evidence of indebtedness for money borrowed by the Company
(including a default with respect to Securities of any series
other than that series) or under any mortgage, indenture or
instrument under which there may be issued or by which there may
be secured or evidenced any indebtedness for money borrowed by
the Company (including this Indenture), whether such indebtedness
now exists or shall hereafter be created, which default shall
constitute a failure to pay in excess of $5,000,000 of the
principal or interest of such indebtedness when due and payable
after the expiration of any applicable grace period with respect
thereto or shall have resulted in such indebtedness in an amount
in excess of $5,000,000 becoming or being declared due and
payable prior to the date on which it would otherwise have become
due and payable, without such indebtedness having been
discharged, or such acceleration having been rescinded or
annulled within a period of 60 days after there shall have been
given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of
that series a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged
or cause such acceleration to be rescinded or annulled and
stating that such notice is a "Notice of Default" hereunder;
PROVIDED, that subject to the provisions of Sections 601 and 602,
the Trustee shall not be deemed to have knowledge of such default
unless either (A) a Responsible Officer of the Trustee assigned
to Capital Markets Fiduciary Services (or any successor division
or department of the Trustee) shall have actual knowledge of such
default or (B) the Trustee shall have received written notice
thereof from the Company, from any Holder, from the holder of any
such indebtedness or from the trustee under any such mortgage,
Indenture or other instrument; or




(6)  the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition
by one or more Persons other than the Company or any of its
Affiliates seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable
Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar
official for the Company or for any substantial part of the
property of the Company, or ordering the liquidation or winding
up of the affairs of the Company, and the continuance of any such




37









decree or order for relief or any such other decree or order
unstayed and in effect for a period of 90 consecutive days; or




(7)  the commencement by the Company of a case or proceeding
under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in
respect of it in a case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of
a petition or answer or consent seeking reorganization or relief
under any applicable Federal or State law, or the consent by it
to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or similar official in respect of it or any
substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or its admission in
writing of its inability to pay its debts generally as they
become due, or its taking of corporate action in furtherance of
any such action; or




(8)  any other Event of Default provided with respect to
Securities of that series.




SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT.   If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 33% in principal
amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all of the Securities of
that series to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall
become immediately due and payable.




At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Outstanding Securities of that
series, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if:




(1)  the Company has paid or deposited with the Trustee a
sum sufficient to pay:




(A)  all overdue interest on all Securities of that
series;




38









(B)  the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise
than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such
Securities;




(C)  to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities; and




(D)  all sums paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any
other amounts due to the Trustee under Section 607;




and




(2)  all Events of Default with respect to Securities of
that series, other than the non-payment of the principal of
Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as
provided in Section 513.




No such rescission and annulment shall affect any subsequent
default or impair any right consequent thereon.




SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.   The Company covenants that if:




(1)  default is made in the payment of any interest on any
Security when such interest becomes due and payable and such
default continues for a period of 30 days, or




(2)  default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof and
such default continues for a period of three Business Days,




the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities and coupons, the whole
amount then due and payable on such Securities and coupons for
principal (and premium, if any) and interest, with interest on any
overdue principal (and premium, if any) and on any overdue interest,
to the extent that payment of such interest shall be legally
enforceable, at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, 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, and any other amounts due to the
Trustee under Section 607.




If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express




39









trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any
other obligor upon such Securities and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities,
wherever situated.




If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series and any related coupons by such
appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture,
or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.




SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.   In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of
the Securities shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company or any other obligor for the
payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:




(i)  to file and prove a  claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in
respect of the Securities and to file such 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 any other amounts due to the
Trustee under Section 607) and of the Holders of Securities and
coupons allowed in such judicial proceeding; and




(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the
same;




and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder of Securities and coupons 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 Holders of
Securities and coupons, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of




40









the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.




Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Holder of a Security or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or
coupons or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder of a Security or
coupon in any such proceeding.




SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION
OF SECURITIES OR COUPONS.   All rights of action and claims under this
Indenture or the Securities or coupons may be prosecuted and enforced
by the Trustee without the possession of any of the Securities or
coupons or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the Holders of the
Securities and coupons in respect of which such judgment has been
recovered.




SECTION 506.  APPLICATION OF MONEY COLLECTED.   Any money
collected by the Trustee pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal (or
premium, if any) or interest, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully
paid:




FIRST:  To the payment of all amounts due the Trustee under


Section 607; and




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




THIRD:  To the Company.




SECTION 507.  LIMITATION ON SUITS.   No Holder of any
Security of any series or any related coupons shall have any right to
institute any proceeding, judicial or otherwise with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:




41









(1)  such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that series;




(2)  the Holders of not less than a majority in principal
amount of the Outstanding Securities of that series shall have made
written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;




(3)  such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;




(4)  the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and




(5)  no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of
a majority in principal amount of the Outstanding Securities of that
series;




it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other of such Holders or to obtain or to
seek to obtain priority or preference over any other of such Holders
or to enforce any right under this Indenture except in the manner
herein provided and for the equal and ratable benefit of all of such
Holders.




SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST.   Notwithstanding any other provision
in this Indenture, the Holder of any Security or coupon shall have the
right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 307)
interest on such Security or payment of such coupon on the Stated
Maturity or Maturities expressed in such Security or coupon (or, in
the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.




SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.   If the
Trustee or any Holder of a Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and
such proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders of Securities and
coupons shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the




42









Trustee and the Holders shall continue as though no such proceeding
had been instituted.




SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.   Except as
otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is
intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise shall, not
prevent the concurrent assertion or employment of any other
appropriate right or remedy.




SECTION 511.  DELAY OR OMISSION NOT WAIVER.   No delay or
omission of the Trustee or of any Holder of any Security or coupon to
exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein.  Every right and remedy
given by this Article or by law to the Trustee or to the Holders of
Securities or coupons may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders of
Securities or coupons, as the case may be.




SECTION 512.  CONTROL BY HOLDERS OF SECURITIES.   The
Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series; PROVIDED,
that:




(1)  such direction shall not be in conflict with any rule
of law or with this Indenture, expose the Trustee to personal
liability or be unduly prejudicial to Holders not joined therein;
and




(2)  the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.




SECTION 513.  WAIVER OF PAST DEFAULTS.   The Holders of not
less than a majority in principal amount of the Outstanding Securities
of any series may on behalf of the Holders of all the Securities of
such series and any related coupons waive any past default hereunder
with respect to such series and its consequences, except a default:




(1)  in the payment of the principal of (or premium, if any)
or interest on any Security of such series; or




43









(2)  in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such series
affected.




Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right
consequent thereon.




SECTION 514.  UNDERTAKING FOR COSTS.   All parties to this
Indenture agree, and each Holder of any Security or coupon by his
acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the
Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees, against
any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series, or to any suit instituted by
any Holder of any Security or coupon for the enforcement of the
payment of the principal of (or premium, if any) or interest on any
Security or the payment of any coupon on or after the Stated Maturity
or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).




SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS.   The
Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force
which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) 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.




44










ARTICLE SIX






THE TRUSTEE





SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.




(a)  Except during the continuance of an Event of Default
with respect to Securities of any series:




(1)  the Trustee undertakes to perform, with respect to
Securities of such series, such duties and only such duties
as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this
Indenture against the Trustee; and




(2)  in the absence of bad faith on its part, the
Trustee may, with respect to Securities of such series,
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; but in the
case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the
requirements of this Indenture.




(b)  In case an Event of Default with respect to Securities
of any series has occurred and is continuing, the Trustee shall
exercise, with respect to Securities of such series, 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 man
would exercise or use under the circumstances in the conduct of
his own affairs.




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




(1)  this subsection shall not be construed to limit
the effect of subsection (a) of this Section;




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




(3)  the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith
in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities




45









of any series relating to the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities
of such series; and




(4)  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.




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




SECTION 602.  NOTICE OF DEFAULTS.   Within 90 days after the
occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, notice
of all such defaults hereunder known to the Trustee, unless such
default shall have been cured or waived; PROVIDED, that except in the
case of a default in the payment of the principal of (or premium, if
any) or interest on any Security of such series or in the payment of
any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a
committee of directors or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest
of the Holders of Securities of such series; and PROVIDED FURTHER,
that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence
thereof.  For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.




SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.   Subject to
Sections 315(a) through 315(d) of the Trust Indenture Act:




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




(b)  any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Request or Order and any




46









resolution of the Board of Directors of the Company shall be
sufficiently evidenced by a Board Resolution;




(c)  whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers'
Certificate;




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




(e)  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 any of the Holders of Securities of any series
pursuant to this Indenture, unless such Holders shall have offered to
the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance
with such request or direction;




(f)  the Trustee shall not be bound to make any investi-
gation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon, other
evidence of indebtedness or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company
personally or by agent or attorney;




(g)  the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder; and




(h)  except as otherwise provided in Section 501(5), the
Trustee shall not be charged with knowledge of any Event of Default
with respect to the Securities of any series for which it is acting as
Trustee unless either (1) a Responsible Officer of the Trustee
assigned to Capital Markets Fiduciary Services (or any successor
division or department of the Trustee) shall have actual knowledge of
the Event of Default or (2) written notice of such Event of Default
shall have been given to the Trustee by the Company, any other obligor
on such Securities or by any Holder of such Securities.




SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.   The recitals contained herein and in the Securities




47









(except the Trustee's certificates of authentication) and in any
coupons shall be taken as the statements of the Company, and the
Trustee or any Authenticating Agent assumes no responsibility for
their correctness.  The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities or
coupons, except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture, authenticate the Securities and
perform its obligations hereunder and that the statements made by it
in a Statement of Eligibility and Qualification on Form T-1 supplied
to the Company are true and accurate, subject to the qualifications
set forth therein.  The Trustee or any Authenticating Agent shall not
be accountable for the use or application by the Company of Securities
or the proceeds thereof.




SECTION 605.  MAY HOLD SECURITIES.   The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and coupons and, subject
to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise
deal with the Company and its Affiliates with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.




SECTION 606.  MONEY HELD IN TRUST.   Money held by the
Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.




SECTION 607.  COMPENSATION AND REIMBURSEMENT.   The Company
agrees:




(1)  to pay to the Trustee and each Authenticating Agent
from time to time reasonable compensation for all services rendered by
it hereunder (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express
trust);




(2)  except as otherwise expressly provided herein, to reim-
burse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reason-
able compensation and the expenses and disbursements of its agents and
counsel and any Authenticating Agent), except any such expense,
disbursement or advance as may be attributable to its negligence,
willful misconduct or bad faith; and




(3)  to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence,
willful misconduct or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending itself




48









against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.




As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of
principal of, premium, if any, or interest, if any, on particular
Securities.




SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.   If
at any time the Trustee shall fail to comply with the obligations
imposed upon it by the provisions of Section 310(b) of the Trust
Indenture Act with respect to Securities of any series after written
request therefor by the Company or by any Holder of a Security of such
series who has been a bona fide Holder of a Security of such series
for at least six months then, (i) the Company, by or pursuant to a
Board Resolution, may remove the Trustee with respect to all
Securities or the Securities of such series, or (ii) subject to


Section 315(e) of the Trust Indenture Act, any Holder who has been a
bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities of such series and the appointment of a
successor Trustee or Trustees.  The Trustee shall comply with the
terms of Section 310(b) of the Trust Indenture Act.




SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.
There shall at all times be a Trustee hereunder that is a Person
organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, or any other
Person permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act and that has a
combined capital and surplus (computed in accordance with


Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000,
is subject to supervision or examination by Federal, State or District
of Columbia authority and is not otherwise ineligible under Section
310(a)(5) of the Trust Indenture Act.  If such Person publishes
reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.  If at any
time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.




49









SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.




(a)  No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 611.




(b)  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to
the Company.  If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities
of such series.




(c)  The Trustee may be removed at any time with respect to
the Securities of any series by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series
delivered to the Trustee and the Company.




(d)  If at any time:




(1)  the Trustee shall fail to comply with Section 608
after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a
Security for at least six months; or




(2)  the Trustee shall cease to be eligible under


Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder; or




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




then, in any such case, (i) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (ii) subject to


Section 315(e) of the Trust Indenture Act, any Holder of a Security
who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all other similarly situated Holders,
petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.




(e)  If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or more




50









series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all
of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 611.  If, within
one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of
such appointment in accordance with the applicable requirements of


Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor
Trustee appointed by the Company.  If no successor Trustee with
respect to the Securities of any series shall have been so appointed
by the Company or the Holders of Securities and accepted appointment
in the manner required by Section 611, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of
such series.




(f)  The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any
series and each appointment of a successor Trustee with respect to the
Securities of any series by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders of Registered
Securities, if any, of such series as their names and addresses appear
in the Security Register and, if Securities of such series are
issuable as Bearer Securities, by publishing notice of such event once
in an Authorized Newspaper in each Place of Payment located outside
the United States.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office.




SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.




(a)  In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company
and to the retiring Trustee an instrument accepting such appointment.
Thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act,
deed or conveyance shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the
Company or on the request of the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights,




51









powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder; PROVIDED, that such property
and money shall continue to be subject to any lien in favor of the
retiring Trustee provided for in Section 607.




(b)  In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and


(3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates;
but, on request of the Company or on the request of any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its lien provided for in


Section 607, with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.




(c)  Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.




(d)  No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.




52









SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR
SUCCESSION TO BUSINESS.   Any Person into which the Trustee may be
merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, if such Person shall be
otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any
of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities.




SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY.   If and when the Trustee shall be or become a creditor of
the Company (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of Section 311 and any other
provision of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).




SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT.   At any
time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at
all times be a Corporation organized and doing business under the laws
of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (computed in accordance with


Section 310(a)(2) of the Trust Indenture Act) of not less than
$50,000,000 and subject to supervision or examination by Federal,
State or District of Columbia authority.  If such Corporation
publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of
such Corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  If at any time an Authenticating Agent shall cease to be




53









eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with
the effect specified in this Section.




Any Corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any
Corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any Corporation
succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, if
such Corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent.




An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company.  The Trustee
may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the
Company.  Upon receiving such a notice of resignation or upon such
termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this
Section, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall (i) mail written
notice of such appointment by first-class mail, postage prepaid, to
all Holders of Registered Securities, if any, of the series with
respect to which such Authenticating Agent will serve, as their names
and addresses appear in the Security Register, and (ii) if Securities
of the series are issuable as Bearer Securities, publish notice of
such appointment at least once in an Authorized Newspaper in the place
where such successor Authenticating Agent has its principal office if
such office is located outside the United States.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.




The provisions of Sections 308, 604 and 605 shall be
applicable to each Authenticating Agent.




If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the
following form:




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This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.




The Chase Manhattan Bank,
as Trustee




By_______________________________
As Authenticating Agent




By_______________________________
Authorized Signatory




55










ARTICLE SEVEN






HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY





SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES
OF HOLDERS.   In accordance with Section 312(a) of the Trust Indenture
Act, the Company will furnish or cause to be furnished to the Trustee:




(a)  semi-annually, not later than June 1 and December 1, in
each year, a list, in such form as the Trustee may reasonably
require, containing all the information in the possession or
control of the Company, or any of its Paying Agents other than
the Trustee, as to the names and addresses of the Holders of
Securities as of the preceding May 15 or November 15, as the case
may be, and




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




PROVIDED, that no such list need be furnished if the Trustee shall be
the Security Registrar.




SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS.




(a)  The Trustee shall comply with the obligations imposed
upon it pursuant to Section 312 of the Trust Indenture Act.




(b)  Every Holder of Securities or coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither
the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders of Securities in
accordance with Section 312 of the Trust Indenture Act, regardless of
the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under Section 312 of the Trust
Indenture Act.




SECTION 703.  REPORTS BY TRUSTEE.




(a)  Within 60 days after May 15 of each year commencing
with the first May 15 following the first issuance of Securities
pursuant to Section 301, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c)
of the Trust Indenture Act, a brief report dated as of such May 15
with respect to any of the events specified in said Section 313(a)
which may have occurred since the later of the immediately preceding
May 15 and the date of this Indenture.




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(b)  The Trustee shall transmit the reports required by


Section 313(b) of the Trust Indenture Act at the times specified
therein.




(c)  Reports pursuant to this Section shall be transmitted
in the manner and to the Persons required by Sections 313(c) and
313(d) of the Trust Indenture Act.




SECTION 704.  REPORTS BY COMPANY.   The Company, pursuant to


Section 314(a) of the Trust Indenture Act, shall:




(1)  file with the Trustee, within 15 days after the Company
is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended; or, if the Company
is not required to file information, documents or reports
pursuant to either of said sections, then it shall file with the
Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a
security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and
regulations;




(2)  file  with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents
and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and




(3)  transmit, within 30 days after the filing thereof with
the Trustee, to the Holders of Securities, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act,
such summaries of any information, documents and reports required
to be filed by the Company pursuant to paragraphs (1) and (2) of
this Section as may be required by rules and regulations
prescribed from time to time by the Commission.





ARTICLE EIGHT






CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE





SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.   The Company shall not consolidate with or merge into any




57









other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:




(1)  the Person formed by any such consolidation or into
which it is merged or the Person which acquires by conveyance or
transfer, or which leases, its properties and assets
substantially as an entirety shall be organized and existing
under the laws of the United States of America, any State thereof
or the District of Columbia and shall expressly assume the due
and punctual payment of the principal of (and premium, if any)
and interest on all the Securities and the performance of every
covenant of this Indenture to be performed or observed on the
part of the Company;




(2)  immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have
happened and be continuing; and




(3)  the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease complies
with this Section 801 and that all conditions precedent herein
provided for relating to such transaction have been complied
with.




The Company covenants and agrees that if, upon any
consolidation or merger of the Company with or into any other Person,
or upon any consolidation or merger of any other Person with or into
the Company, or upon any sale or conveyance of all or substantially
all of the property and assets of the Company to any other Person, any
property of the Company or any Subsidiary or any indebtedness issued
by any Subsidiary owned by the Company or by any Subsidiary
immediately prior thereto would thereupon become subject to any
mortgage, security interest, pledge, lien or other encumbrance not
permitted by Section 1008 hereof, the Company, prior to or
concurrently with such consolidation, merger, sale or conveyance, will
by indenture supplemental hereto, executed and delivered to the
Trustee, effectively secure the Securities then Outstanding (equally
and ratably with (or prior to) any other indebtedness of or guaranteed
by the Company or such Subsidiary then entitled thereto) by a direct
lien on such property of the Company or any Subsidiary or such
indebtedness issued by a Subsidiary, prior to all liens other than any
theretofore existing thereon.




SECTION 802.  SUCCESSOR CORPORATION SUBSTITUTED.   Upon any
consolidation by the Company with or merger by the Company into any
other Person or any conveyance, transfer or lease of the Company's
properties and assets substantially as an entirety in accordance with


Section 801, the successor formed by such consolidation or into which
it is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right




58









and power of, the Company under this Indenture with the same effect as
if such successor had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor shall be
relieved of all obligations and covenants under this Indenture and the
Securities.




SECTION 803.  ASSUMPTION BY SUBSIDIARY.   A Subsidiary may
directly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due
and punctual payment of the principal of (premium, if any) and
interest on all the Securities and any coupons appertaining thereto
and the performance of every covenant of this Indenture on the part of
the Company to be performed or observed.  Upon any such assumption,
such Subsidiary 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 Subsidiary had been named as the
Company herein and the Company shall be released from its liability as
obligor on the Securities.  No such assumption shall be permitted
unless such Subsidiary  has delivered to the Trustee an Officers'
Certificate of such Subsidiary and an Opinion of Counsel for such
Subsidiary, each stating that such assumption and supplemental
indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied
with.





ARTICLE NINE






SUPPLEMENTAL INDENTURES





SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS.   Without the consent of any Holders of Securities or
coupons, the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee,
for any one or more of the following purposes only:




(1)  to evidence the succession of another Corporation to
the Company and the assumption by any such successor of the
covenants of the Company herein and in the Securities and
coupons; or




(2)  to add to the covenants of the Company for the benefit
of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender
any right or power herein conferred upon the Company; or




(3)  to add any additional Events of Default; or




59









(4)  to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as
to principal, to change or eliminate any restrictions on the
payment of principal (or premium, if any) on Registered
Securities or of principal (or premium, if any) or any interest
on Bearer Securities, to permit Registered Securities to be
exchanged for Bearer Securities or to permit the issuance of
Securities in uncertificated form; PROVIDED, that any such action
shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material
respect; or




(5)  to change or eliminate any of the provisions of this
Indenture; PROVIDED, that any such change or elimination shall
become effective only when there is no Security Outstanding of
any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision; or




(6)  to secure the Securities; or




(7)  to establish the form or terms of Securities of any
series and any related coupons as permitted by Sections 201 and
301; or




(8)  to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series, to contain such provisions as
shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with
respect to the Securities of any series as to which the
predecessor Trustee is not retiring shall continue to be vested
in the predecessor Trustee, and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 611(b);
or




(9)  to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture;
PROVIDED, that such change shall not be inconsistent with the
provisions of this Indenture and shall not adversely affect the
interests of the Holders of Securities of any series or any
related coupons in any material respect; or




(10) to effect assumption by a Subsidiary pursuant to


Section 803; or




(11) to conform this Indenture to any amendments to the
Trust Indenture Act.




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SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF
HOLDERS.   With the consent of the Holders of not less than a majority
in principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized
by Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or modifying in any manner the  rights of
the Holders of Securities of such series and any related coupons under
this Indenture; PROVIDED, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security or
coupon affected thereby:




(1)  change the Stated Maturity of the principal of, or of
any installment of principal of or interest on, any Security, or
reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or
change the method of calculating the rate of interest thereon, or
change any obligation of the Company to pay additional amounts
pursuant to Section 1004 (except as contemplated by Section
801(1) and permitted by Section 901(1)), or reduce the amount of
the principal of an Original Issue Discount Security that would
be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502, or change any Place of
Payment in the United States where, or the coin or currency in
which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the
Redemption Date); or




(2)  reduce the percentage in principal amount of the Out-
standing Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent
of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture,
or reduce the requirements of Section 1304 for quorum or voting;
or




(3)  change any obligation of the Company to maintain an
office or agency in each Place of Payment, or any obligation of
the Company to maintain an office or agency outside the United
States pursuant to Section 1002; or




(4)  modify any of the provisions of this Section, Section
513 or Section 1010, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; PROVIDED, that this clause
shall not be deemed to require the consent of any Holder of a




61









Security or coupon with respect to changes in the references to
"the Trustee" and concomitant changes in this Section and Section
1009, or the deletion of this proviso, in accordance with the
requirements of Sections 611(b) and 901(8).




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 this Indenture of the Holders of
Securities of any other series.




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




The Company shall have the right to set a record date for
the solicitation of any consents under this Article Nine, which record
date shall be set in accordance with Section 104.




SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.   In
executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 315 of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties, immunities or liabilities
under this Indenture or otherwise.




SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.   Upon the
execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder and of any coupons appertaining
thereto shall be bound thereby.




SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.   Every
supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act as then in effect.




SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES.   Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such
supplemental indenture.  If the Company shall so determine, new




62









Securities of any series so modified as to conform, in the opinion of
the Trustee and the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered
by the Trustee in exchange for Outstanding Securities of such series.





ARTICLE TEN






COVENANTS





SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.
The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities of that series in
accordance with the terms of the Securities, any coupons appertaining
thereto and this Indenture.  Any interest due on Bearer Securities on
or before Maturity, other than additional amounts, if any, payable as
provided in Section 1004 in respect of principal of (or premium, if
any, on) such a Security, shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature.




SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.   The
Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but,
except as otherwise provided below, unless such Place of Payment is
located outside the United States, not Bearer Securities) may be
presented or surrendered for payment, where Securities of that series
may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.  The
Company initially hereby appoints the Trustee, its office or agency
for each of said purposes.  If Securities of a series are issuable as
Bearer Securities, the Company will maintain, subject to any laws or
regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States
where Securities of such series and the related coupons may be
presented and surrendered for payment (including payment of any
additional amounts payable on Securities of such series pursuant to


Section 1004); PROVIDED,, that if the Securities of such series are
listed on The Stock Exchange of the United Kingdom and the Republic of
Ireland or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent in London or
Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of such series
are listed on such exchange.  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 in respect of any series
of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that




63









series may be made and notices and demands may be made or served at
the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts
payable on Bearer Securities of that series pursuant to Section 1004)
at the place specified for the purpose pursuant to Section 301 or, if
no such place is specified, at the main office of the Trustee in
London, and the Company hereby appoints the Trustee as its agent to
receive such respective presentations, surrenders, notices and
demands.




No payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States
or by transfer to an account maintained with a bank located in the
United States; PROVIDED, that payment of principal of and any premium
and interest in U.S.  dollars (including additional amounts payable in
respect thereof) on any Bearer Security may be made at the Corporate
Trust Office of the Trustee in the Borough of Manhattan, The City of
New York if (but only if) payment of the full amount of such
principal, premium, interest or additional amounts at all offices
outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.




The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more 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 each Place of
Payment in accordance with the requirements set forth above for
Securities of any series 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.




SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
TRUST.   If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each
due date of the principal of (and premium, if any) or interest on any
of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure
so to act.




Whenever the Company shall have one or more Paying Agents
for any series of Securities, it will, on or prior to each due date of
the principal of (and premium, if any) or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay




64









the principal (and premium, if any) or interest so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.




The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying
Agent will:




(1)  hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities of
that series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;




(2)  give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the
making of any payment of principal of (and premium, if any) or
interest on the Securities of that series; and




(3)  at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.




The Company may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Order of the Company direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same terms
as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect
to such sums.




Any sums deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of
(and premium, if any) or interest on any Security of any series and
remaining unclaimed for two years after such principal (and premium,
if any) or interest has become due and payable shall be paid to the
Company on Request of the Company, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security
or any coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; PROVIDED, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once in an Authorized
Newspaper in each Place of Payment or mailed to each such Holder, or




65









both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date
of such publication or mailing, any unclaimed balance of such money
then remaining will be repaid to the Company.




SECTION 1004.  ADDITIONAL AMOUNTS.   If the Securities of a
series provide for the payment of additional amounts, the Company will
pay to the Holder of any Security of any series or any coupon
appertaining thereto additional amounts as provided therein.  Whenever
in this Indenture there is mentioned, in any context, the payment of
principal of (or premium, if any) or interest on, or in respect of,
any Security of any series or any related coupon or the net proceeds
received on the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of
additional amounts provided for in this Section to the extent that, in
such context, additional amounts are, were or would be payable in
respect thereof pursuant to the provisions of this Section and express
mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional
amounts in those provisions hereof where such express mention is not
made.




If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity,
the first day on which a payment of principal (and premium, if any) is
made), and at least 10 days prior to each date of payment of principal
(and premium, if any) or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee,
with an Officers' Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of (and
premium, if any) or interest on the Securities of that series shall be
made to Holders of Securities of that series or the related coupons
who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the
Securities of that series.  If any such withholding shall be required,
then such Officers' Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of
Securities or coupons and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by this Section.  The
Company covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to
this Section.




66









SECTION 1005.  CORPORATE EXISTENCE.   Subject to Article
Eight, 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
its rights (charter and statutory) and franchises.




SECTION 1006.  MAINTENANCE OF PROPERTIES.   The Company will
cause all properties used or useful in the conduct of its business, or
used or useful in the business of the Subsidiaries,  to be maintained
and kept in good condition, repair and working order and supplied with
all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof,
all as may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times;
PROVIDED, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties
or disposing of them if such discontinuance or disposal is, in the
judgment of the Company, desirable in the conduct of its business or
the business of the Subsidiaries and not disadvantageous in any
material respect to the Holders of Securities.




SECTION 1007.  PAYMENT OF TAXES AND OTHER CLAIMS.   The
Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon it or any of the
Subsidiaries, or upon the income, profits or property of the Company
or any of the Subsidiaries, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any of the Subsidiaries; PROVIDED,
that none of the Company or any of the Subsidiaries shall be required
to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.




SECTION 1008.  RESTRICTIONS ON LIENS.




(a)  So long as any Securities remain outstanding, the
Company will not, nor will the Company permit any Subsidiary other
than a Utility to, issue, assume or guarantee any debt for money
borrowed (hereinafter in this Section 1008 referred to as "Debt"),
secured by any mortgage, security interest, pledge, lien or other
encumbrance (hereinafter in this Section 1008 called "mortgage" or
"mortgages") upon any property of the Company or any such Subsidiary
(other than a Utility), except indebtedness issued by any such
Subsidiary and owned by the Company or any other such Subsidiary
(whether such property or indebtedness is now owned or hereafter
acquired), without in any such case effectively securing, prior to or
concurrently with the issuance, assumption or guarantee of any such
Debt, the Securities (together with, if the Company shall so
determine, any other indebtedness of or guaranteed by the Company or
such Subsidiary ranking equally with the Securities and then existing
or thereafter created) equally and ratably with (or prior to) such




67









Debt; PROVIDED, that the foregoing restrictions shall not apply to nor
prevent the creation or existence of:




(i)  mortgages on any property, acquired, constructed or
improved by the Company or any of the Subsidiaries other than the
Utilities after the date of this Indenture, and any improvements
thereon, accessions thereto or other property acquired or
constructed for use in connection therewith or related thereto,
which are created or assumed prior to or contemporaneously with,
or within 180 days after, such acquisition or completion of such
construction or improvement, or within one year thereafter
pursuant to a firm commitment for financing arranged with a
lender or investor within such 180-day period, to secure or
provide for the payment of all or any part of the purchase price
of such property or the cost of such construction or improvement
incurred after the date of this Indenture, or, in addition to
mortgages contemplated by clauses (ii) and (iii) below, mortgages
on any property existing at the time of acquisition thereof;
PROVIDED,  that the mortgages shall not apply to any property
theretofore owned by the Company or any such Subsidiary other
than, in the case of any such construction or improvement, (1)
unimproved real property on which the property so constructed or
the improvement is located, (2) other property (or improvements
thereon) which is an improvement to or is acquired or constructed
for use in connection therewith or related thereto, (3) any right
and interest under any agreement or other documents relating to
the property being so constructed or improved or such other
property and (4) the stock of any Subsidiary created or
maintained for the primary purpose of owning the property so
constructed or improved;




(ii)  existing mortgages on any property or indebtedness of
a Person which is merged with or into or consolidated with the
Company or a Subsidiary;




(iii)  mortgages on property or indebtedness of a Person
existing at the time such Person becomes a Subsidiary;




(iv)  mortgages to secure Debt of a Subsidiary to the
Company or to another Subsidiary other than a Utility;




(v)  mortgages in favor of the United States of America, any
State, any foreign country or any department, agency or
instrumentality or political subdivision of any such
jurisdiction, to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any
part of the purchase price of the cost of constructing or
improving the property subject to such mortgages, including,
without limitation, mortgages to secure Debt of the pollution
control or industrial revenue bond type;




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(vi)  mortgages to secure Debt of the Company or any
Subsidiary maturing within 12 months from the creation thereof
and incurred in the ordinary course of business;




(vii)  mortgages on any property (including any natural gas,
oil or other mineral property) to secure all or part of the cost
of exploration, drilling or development thereof or to secure Debt
incurred to provide funds for any such purpose;




(viii)  mortgages existing on the date of this Indenture;
and




(ix)  mortgages for the purposes of extending, renewing or
replacing in whole or in part Debt secured by any mortgage
referred to in the foregoing clauses (i) to (viii), inclusive, or
this clause (ix); PROVIDED, that the principal amount of Debt
secured thereby shall not exceed the principal amount of Debt so
secured at the time of such extension, renewal or replacement,
and that such extension, renewal or replacement shall be limited
to all or a part of the property or indebtedness which secured
the mortgage so extended, renewed or replaced (plus improvements
on such property).




(b)  The provisions of subsection (a) of this Section 1008
shall not apply to the issuance, assumption or guarantee by the
Company or any Subsidiary of Debt secured by a mortgage which would
otherwise be subject to the foregoing restrictions up to an aggregate
amount which, together with all other Debt of the Company and the
Subsidiaries other than the Utilities secured by mortgages (other than
mortgages permitted by subsection (a) of this Section 1008 which would
otherwise be subject to the foregoing restrictions), does not at the
time exceed 5% of Consolidated Net Tangible Assets.




(c)  If at any time the Company or any Subsidiary other than
the Utilities shall issue, assume or guarantee any Debt secured by any
mortgage and if subsection (a) of this Section 1008 requires that the
Securities be secured equally and ratably with such Debt, the Company
will promptly deliver to the Trustee an Officers' Certificate stating
that, and Opinion of Counsel to the effect that, the covenant of the
Company contained in subsection (a) of this Section has been complied
with.




SECTION 1009.  STATEMENT AS TO DEFAULT.




(a)  The Company will deliver to the Trustee, within 120
days after the end of each fiscal year of the Company ending after the
date hereof, a certificate, signed by the principal executive officer,
principal financial officer or principal accounting officer of the
Company, stating whether or not to the best knowledge of the signer
thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without
regard to any period of grace or requirement of notice provided




69









hereunder) and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.




(b)  The Company will deliver to the Trustee, within five
days after the occurrence thereof, written notice of any event which
after notice or lapse of time would become an Event of Default
pursuant to clause (4)  of Section 501.




SECTION 1010.  WAIVER OF CERTAIN COVENANTS.   The Company
may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 1006 and 1007 with respect to the
Securities of any series if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to
or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of
any such term, provision or condition shall remain in full force and
effect.





ARTICLE ELEVEN






REDEMPTION OF SECURITIES





SECTION 1101.  APPLICABILITY OF ARTICLE.   Securities of any
series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.




SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.   The
election of the Company to redeem any Securities shall be evidenced by
a Board Resolution.  In case of any redemption at the election of the
Company of all of the Securities of any 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 in writing of such Redemption Date.  In case of any
redemption at the election of the Company of less than all the
Securities of any 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 in writing
of such Redemption Date and of the principal amount of Securities of
such series to be redeemed.  In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in
this Indenture, or (ii) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities,




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the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.




SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED.   If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee from
the Outstanding Securities of such series (other than Securities of
such series held by the Company), not previously called for
redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of
portions (equal to the  minimum authorized denomination for Securities
of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series.  Unless
otherwise provided in the Securities of a series, partial redemptions
must be in an amount not less than $1,000,000 principal amount of
Securities.




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 Securities which has been or is to be redeemed.




SECTION 1104.  NOTICE OF REDEMPTION.   Notice of redemption
shall be given in the manner provided in Section 106 to the Holders of
Securities to be redeemed not less than 30 nor more than 60 days prior
to the Redemption Date.




All notices of redemption shall state:




(1)  the Redemption Date,




(2)  the Redemption Price,




(3)  if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case
of partial redemption, the principal amounts) 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 to be redeemed
and, if applicable, that interest thereon will cease to accrue on
and after said date,




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(5)  the place or places where such Securities, together in
the case of Bearer Securities with all coupons appertaining
thereto, if any, maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price, which shall be
the office or agency maintained by the Company in each Place of
Payment pursuant to Section 1002, and




(6)  that the redemption is for a sinking fund, if such is
the case.




A notice of redemption published as contemplated by Section 106 need
not identify particular Registered Securities to be redeemed.




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 and at the expense of
the Company.




SECTION 1105.  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 1003) an
amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued
interest, if any, on, all the Securities which are to be redeemed on
that date.




SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.
Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied,
the Securities so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified, 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 and the coupons for such interest appertaining
to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void.  Upon surrender of any such Security
for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption
Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, to the Redemption Date;
PROVIDED, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable
only upon presentation and surrender of coupons for such interest (at
an office or agency located outside the United States except as
otherwise provided in Section 1002); and PROVIDED FURTHER, that
installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.




72









If any Bearer Security surrendered for redemption shall not
be accompanied by all appurtenant coupons maturing after the
Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of
them and any Paying Agent harmless.  If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made
from the Redemption Price, such Holder shall be entitled to receive
the amount so deducted; PROVIDED, that interest represented by coupons
shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside of the United States except as
otherwise provided in Section 1002.




If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if
any) shall, until paid, bear interest from the Redemption Date at the
rate prescribed therefor in the Security.




SECTION 1107.  SECURITIES REDEEMED IN PART.   Any Security
which is to be redeemed only in part shall be surrendered at a Place
of Payment therefor (with, if the Company or the Trustee so requires
with respect to any Registered Security, 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,
Stated Maturity and 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.




Except as otherwise specified as contemplated by Section
301, if a Global Security is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the
Depositary in global form, without service charge, a new Global
Security or Securities of the same series, Stated Maturity and of any
authorized denomination as requested by the Depositary, in an
aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered.





ARTICLE TWELVE






SINKING FUNDS





SECTION 1201.  APPLICABILITY OF ARTICLE.   The provisions of
this Article shall be applicable to any sinking fund for the




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retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.




The minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as a
"mandatory sinking fund payment," and any payment in excess of such
minimum amount provided for by the terms of Securities of any series
is herein referred to as an "optional sinking fund payment."  If
provided for by the terms of Securities of any series, the cash amount
of any sinking fund payment may be subject to reduction as provided in


Section 1202.  Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.




SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES.   The Company (1) may deliver Outstanding Securities of a
series (other than any previously called for redemption), together in
the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto, and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or
any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; PROVIDED, that
such Securities have not been previously so credited.  Such Securities
shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.




SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.
Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and stating the basis for such credit and
that such Securities have not previously been so credited and will
also deliver to the Trustee any Securities to be so delivered.  Not
less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 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 1104.  Such
notice having been duly given, the redemption of such Securities shall
be made upon the terms and in the manner stated in Sections 1106 and
1107.




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ARTICLE THIRTEEN






MEETINGS OF HOLDERS OF SECURITIES





SECTION 1301.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.
If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.




SECTION 1302.  CALL NOTICE AND PLACE OF MEETING.




(a)  The Trustee may at any time call a meeting of Holders
of Securities of any series for any purpose specified in Section 1301,
to be held at such time and at such place in the Borough of Manhattan,
The City of New York, or in London as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than
180 days prior to the date fixed for the meeting.




(b)  In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee
to call a meeting of the Holders of Securities of such series for any
purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of the notice of
such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and
the place in the Borough of Manhattan, The City of New York, or in
London for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (a) of this Section.




SECTION 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS.   To be
entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument
in writing as proxy for a Holder or Holders of one or more Outstanding
Securities of such series by such Holder or Holders.  The only Persons
who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its
counsel.




75









SECTION 1304.  QUORUM; ACTION.   The Persons entitled to
vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of
Securities of such series.  In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities of such series, be
dissolved.  In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting.  In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such
adjourned meeting.  Except as provided by Section 1305(d), notice of
the reconvening of any adjourned meeting shall be given as provided in


Section 1302(a), except that such notice need be given only once not
less than five days prior to the date on which the meeting is
scheduled to be reconvened.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series
which shall constitute a quorum.




Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened
at which a quorum is present as aforesaid may be adopted only by the
affirmative vote of the Holders of a majority in principal amount of
the Outstanding Securities of that series; PROVIDED, that, except as
limited by the proviso to Section 902, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver
or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of
a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of that series.




Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this


Section shall be binding on all the Holders of Securities of such
series and the related coupons, whether or not present or represented
at the meeting.




SECTION 1305.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS.




(a)  Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of such series in
regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other




76









matters concerning the conduct of the meeting as it shall deem
appropriate.  Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be
proved in the manner specified in Section 104.  Such regulations may
provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in


Section 104 or other proof.




(b)  The Trustee shall, by an instrument in writing, appoint
a temporary chairman of the meeting, unless the meeting shall have
been called by the Company or by Holders of Securities as provided in


Section 1302(b), in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting.




(c)  At any meeting each Holder of a Security of such series
or proxy shall be entitled to one vote for each $1,000 principal
amount of Securities of such series held or represented by him;
PROVIDED, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding.  The chairman of the
meeting shall have no right to vote, except as a Holder of a Security
of such series or proxy.




(d)  Any meeting of Holders of Securities of any series duly
called pursuant to Section 1302 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so
adjourned without further notice.




SECTION 1306.  COUNTING VOTES AND RECORDING ACTION OF
MEETINGS.   The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on
which shall be subscribed the signatures of the Holders of Securities
of such series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such
series held or represented by them.  The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall
make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting.  A record, at
least in triplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that




77









said notice was given as provided in Section 1302 and, if applicable,


Section 1304.  Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and
one such copy shall be delivered to the Company, and another to the
Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.  Any record so signed and
verified shall be conclusive evidence of the matters therein stated.




SECTION 1307.  ACTION WITHOUT MEETING.   In lieu of a vote
of Holders at a meeting as hereinbefore contemplated in this Article,
any request, demand, authorization, direction, notice, consent, waiver
or other action may be made, given or taken by Holders by written
instruments as provided in Section 104.





ARTICLE FOURTEEN






IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,


DIRECTORS AND EMPLOYEES





SECTION  1401.  LIABILITY SOLELY CORPORATE.   No recourse
shall be had for the payment of the principal of or premium, if any,
or interest, if any, on any Securities, or any part thereof, or for
any claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or
agreement under this Indenture, against any incorporator, stockholder,
officer, director or employee, as such, past, present or future of the
Company or of any predecessor or successor Corporation (either
directly or through the Company or a predecessor or successor
Corporation of the Company), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and all the Securities are solely
corporate obligations, and that no personal liability whatsoever shall
attach to, or be incurred by, any incorporator, stockholder, officer,
director or employee, past, present or future, of the Company or of
any predecessor or successor Corporation, either directly or
indirectly through the Company or any predecessor or successor
Corporation, because of the indebtedness hereby authorized or under or
by reason of any of the obligations, covenants or agreements contained
in this Indenture or in any of the Securities or to be implied
herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of
the Securities.







78









IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed and attested, all as of the day and year
first above written.





NEW NISOURCE INC.





By:_____________________________________


Name:


Title:





Attest:









THE CHASE MANHATTAN BANK, AS TRUSTEE





By: ____________________________________


Name:


Title:





Attest:





By:________________________





79
















EXHIBIT 4.2











NEW NISOURCE INC.





to





THE CHASE MANHATTAN BANK,


as Trustee









FIRST SUPPLEMENTAL INDENTURE








DATED AS OF _____________ __, 2000






TO THE


INDENTURE, DATED AS OF __________, 2000,


BETWEEN THE COMPANY AND THE TRUSTEE,


PROVIDING FOR ISSUANCE OF DEBT SECURITIES



















                           TABLE OF CONTENTS


ARTICLE I - DEFINITIONS
     Section 1.1    Definition of Terms . . . . . . . . . . . . .    1

ARTICLE II - TERMS AND CONDITIONS OF THE DEBENTURES
     Section 2.1    Designation, Denomination and Principal
                    Amount  . . . . . . . . . . . . . . . . . . .    5
     Section 2.2    Maturity  . . . . . . . . . . . . . . . . . .    5
     Section 2.3    Global Debentures . . . . . . . . . . . . . .    5
     Section 2.4    Interest  . . . . . . . . . . . . . . . . . .    6
     SECTION 2.5    REDEMPTION  . . . . . . . . . . . . . . . . .    7
     Section 2.6    [Intentionally Omitted] . . . . . . . . . . .    7
     Section 2.7    Paying Agent; Security Registrar  . . . . . .    7
     Section 2.8    United States Aliens  . . . . . . . . . . . .    7

ARTICLE III - FORM OF DEBENTURE
     Section 3.1.   Form of Debenture . . . . . . . . . . . . . .    7
     Section 3.2.   Bearer Securities . . . . . . . . . . . . . .   12

ARTICLE IV - EXPENSES
     Section 4.1    Payment of Expenses . . . . . . . . . . . . .   13

ARTICLE V - COVENANTS
     Section 5.1    Covenant to List on Exchange  . . . . . . . .   13

ARTICLE VI - ORIGINAL ISSUE OF DEBENTURES
     Section 6.1    Original Issue of Debentures  . . . . . . . .   13

ARTICLE VII - REMARKETING
     Section 7.1    Remarketing . . . . . . . . . . . . . . . . .   13

ARTICLE VIII - MISCELLANEOUS
     Section 8.1.   Ratification of Indenture . . . . . . . . . .   16
     Section 8.2.   Trustee Not Responsible for Recitals  . . . .   16
     Section 8.3.   Governing Law . . . . . . . . . . . . . . . .   16
     Section 8.4.   Severability  . . . . . . . . . . . . . . . .   16
     Section 8.5.   Counterparts  . . . . . . . . . . . . . . . .   16
     Section 8.6.   Name of the Company . . . . . . . . . . . . .   16













i










FIRST SUPPLEMENTAL INDENTURE





FIRST SUPPLEMENTAL INDENTURE, dated as of __________ ___,
2000 (this "First Supplemental Indenture"), between New NiSource Inc.,
a Delaware corporation (the "Company"), and The Chase Manhattan Bank,
as trustee (the "Trustee"), under the Indenture dated as of _______
__, 2000, between the Company and the Trustee (the "Indenture").




WHEREAS, the Company executed and delivered the Indenture to
the Trustee to provide for the issuance from time to time of the
Company's unsecured debentures, notes or other evidences of
indebtedness (collectively the "Securities," and individually, a
"Security") to be issued in one or more series as might be determined
by the Company under the Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered as provided
in the Indenture;




WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a new series of Securities
to be known as the Senior Debentures due 2006 (the "Debentures"), the
form and substance of such Debentures and their terms, provisions and
conditions to be as set forth in the Indenture and this First
Supplemental Indenture;




WHEREAS, the Company has requested that the Trustee execute
and deliver this First Supplemental Indenture, all requirements
necessary to make this First Supplemental Indenture a valid instrument
in accordance with its terms (and to make the Debentures, when
executed by the Company and authenticated and delivered by the
Trustee, the valid obligations of the Company) have been performed,
and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects;




NOW, THEREFORE, in consideration of the purchase and
acceptance of the Debentures by the Holders, and for the purpose of
setting forth, as provided in the Indenture, the form and substance of
the Debentures and their terms, provisions and conditions, the Company
covenants and agrees with the Trustee as follows:





ARTICLE I


DEFINITIONS





SECTION 1.1    DEFINITION OF TERMS.   Unless the context
otherwise requires:




(a)  a term not defined in this First Supplemental Indenture
that is defined in the Indenture has the same meaning when used in
this First Supplemental Indenture;




(b)  a term defined anywhere in this First Supplemental
Indenture has the same meaning throughout;









(c)  the singular includes the plural and vice versa;




(d)  a reference to a Section or an Article is to a Section
or an Article of this First Supplemental Indenture unless another
document is expressly identified as part of the reference;




(e)  headings are for convenience of reference only and do
not affect interpretation;




(f)  the following terms have the meanings given to them in
the Purchase Contract Agreement:  (i) Cash Settlement; (ii) Change in
Control; (iii) Corporate Units; (iv) Purchase Contract; (v) Purchase
Contract Settlement Date; and (vi) Remarketing Agreement; and




(g)  the following terms have the meanings given to them in
this Section 1.1(g):




"Applicable Margin" means the spread determined as set forth
below, based on the prevailing rating of the remarketed Debentures in
effect at the close of business on the Business Day immediately
preceding the date of a Failed Remarketing (as defined in Section
7.1(h)):












PREVAILING RATING                   SPREAD
-----------------                  ------

AS/ "As" . . . . . . . . . . . .     ___%
A/ "a" . . . . . . . . . . . . .     ___%
BBB/ "Baa" . . . . . . . . . . .     ___%
Below BBB/ "Baa" . . . . . . . .     ___%














For purposes of this definition, the "prevailing rating" of the
remarketed Debentures shall be:




(i)  AS/ "As" if the remarketed Debentures have a
credit rating of AS- or better by S&P and "Aa3" or
better by Moody's or the equivalent of such ratings by
such agencies or a substitute rating agency or
substitute rating agencies selected by the Remarketing
Agent;




(ii) if not under clause (i) above, then A/ "a" if
the remarketed Debentures have a credit rating of A- or
better by S&P and "A3" or better by Moody's or the
equivalent of such ratings by such agencies or a
substitute rating agency or substitute rating agencies
selected by the Remarketing Agent;




(iii)     if not under clauses (i) or (ii) above,
then BBB/ "Baa" if the remarketed Debentures have a
credit rating of BBB- or better by S&P and "Baa3" or




3









better by Moody's or the equivalent of such ratings by
such agencies or a substitute rating agency or
substitute rating agencies selected by the Remarketing
Agent; or




(iv) if not under clauses (i) - (iii) above, then
Below BBB/ "Baa."




Notwithstanding the foregoing, (A) if (i) the credit rating of the
remarketed Debentures by S&P shall be on the "Credit Watch" of S&P
with a designation of "negative implications" or "developing," or (ii)
the credit rating of the remarketed Debentures by Moody's shall be on
the "Corporate Credit Watch List" of Moody's with a designation of
"downgrade" or "uncertain," or, in each case, on any successor list of
S&P or Moody's with a comparable designation, the prevailing ratings
of the remarketed Debentures shall be deemed to be within a range one
full level lower in the above table than those actually assigned to
the remarketed Debentures by Moody's and S&P and (B) if the remarketed
Debentures are rated by only one rating agency on or before the
Remarketing Date, the prevailing rating shall at all times be
determined without reference to the rating of any other rating agency;
PROVIDED, that if no such rating agency shall have in effect a rating
for the remarketed Debentures and the Remarketing Agent is unable to
identify a substitute rating agency or rating agencies, the prevailing
rating shall be Below BBB/ "Baa."




"Failed Remarketing" has the meaning specified in Section
7.1(h).




"Interest Rate" has the meaning specified in Section 7.1(f),
7.1(g) or 7.1(h), as applicable.




"Moody's" means Moody's Investors Service, Inc., or any
successor to it by merger, conversion, consolidation or otherwise.




"Purchase Contract Agreement" means the Purchase Contract
Agreement dated as of _________ __, 2000, between the Company and The
Chase Manhattan Bank, as Purchase Contract Agent.




"Remarketing" means the operation of the procedures for
remarketing specified in Article VII.




"Remarketing Agent" shall mean Credit Suisse First Boston
Corporation or any successor Remarketing Agent engaged by the Company.




"Remarketing Date" means the third Business Day prior to the
Purchase Contract Settlement Date.




"S&P" means Standard & Poor's Ratings Group, a division of
The McGraw Hill Companies, or any successor to it by merger,
conversion, consolidation or otherwise.




4









"Two-Year Benchmark Treasury Rate" means the bid side rate
displayed at 10:00 a.m., New York City time, on the Remarketing Date
for direct obligations of the United States (which may be obligations
traded on a when-issued basis only) having a maturity comparable to
the remaining term to maturity of the remarketed Debentures, as agreed
upon by the Company and the Remarketing Agent (the "Two Year Benchmark
Treasury").  The Two-Year Benchmark Treasury Rate will be the bid side
rate displayed at 10:00 A.M., New York City time, on the Remarketing
Date in the Telerate system (or if the Telerate system is (A) no
longer available on the Remarketing Date or (B) in the opinion of the
Remarketing Agent (after consultation with the Company) is no longer
an appropriate system from which to obtain such rate, such other
nationally recognized quotation system as, in the opinion of the
Remarketing Agent (after consultation with the Company), is
appropriate.  If such rate is not so displayed, the Two-Year Benchmark
Treasury Rate shall be, as calculated by the Remarketing Agent, the
yield to maturity for the Two-Year Benchmark Treasury, expressed as a
bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis, and computed by taking the
arithmetic mean of the secondary market bid rates, as of 10:30 A.M.,
New York City time, on the Remarketing Date of three leading United
States government securities dealers selected by the Remarketing Agent
(after consultation with the Company) (which may include the
Remarketing Agent or one of its affiliates).





ARTICLE II


TERMS AND CONDITIONS OF THE DEBENTURES





SECTION 2.1    DESIGNATION, DENOMINATION AND PRINCIPAL
AMOUNT.  There is hereby authorized a series of Securities designated
as "Senior Debentures due 2006," limited in aggregate principal amount
to $___________, in the denomination of $2.60.




SECTION 2.2    MATURITY.   The Stated Maturity is
___________ __, 2006.<1>




SECTION 2.3    GLOBAL DEBENTURES.  The Debentures in
certificated form may be presented to the Trustee in exchange for a
Global Security in an aggregate principal amount equal to all
Outstanding Debentures (a "Global Debenture").  The Depositary for the
Debentures will be The Depository Trust Company.  The Global
Debentures will be registered in the name of the Depositary or its
nominee, Cede & Co., and delivered by the Trustee to the Depositary or
a custodian appointed by the Depositary for crediting to the accounts
of its participants pursuant to the instructions of the Company.  The
Company upon any such presentation shall execute a Global Debenture in
such aggregate principal amount and deliver the same to the Trustee
for authentication and delivery in accordance with the Indenture and




<1>A date that is six years after the Effective Time.




5









this First Supplemental Indenture.  Payments on the Debentures issued
as a Global Debenture will be made to the Depositary or its nominee.




SECTION 2.4    INTEREST.




(a)  The Debentures shall not bear interest from the date
they are issued and delivered until the Purchase Contract Settlement
Date, and shall bear interest at the Interest Rate from and including
the Purchase Contract Settlement Date until principal is paid, payable
quarterly in arrears on the Interest Payment Dates, which shall be
___________, _____________, ___________ and _____________ of each
year, commencing __________, 2005.<2>




(b)  Interest not paid on the scheduled Interest Payment
Date shall accumulate and compound quarterly at the Interest Rate from
the scheduled Interest Payment Date until paid.




(c)  The Regular Record Dates for the Debentures shall be,


(i) as long as the Debentures are represented by a Global Debenture,
the Business Day preceding each Interest Payment Date, or (ii) if the
Debentures are issued in certificated form, the 15th Business Day
prior to each Interest Payment Date.




(d)  The Debentures outstanding will bear interest on and
after the Purchase Contract Settlement Date at the Interest Rate, to
be set on the third Business Day preceding the Purchase Contract
Settlement Date.  The Interest Rate will be equal to the rate per
annum that results from the Remarketing pursuant to Article VII;
PROVIDED, that if a Failed Remarketing occurs, the Interest Rate will
be equal to (i) the Two-Year Benchmark Treasury Rate plus (ii) the
Applicable Margin.




(e)  The amount of interest payable on the Debentures for
any period will be computed (i) for any full quarterly period on the
basis of a 360-day year of twelve 30-day months, and (ii) for any
period shorter than a full quarterly period, on the basis of a 30-day
month and, for any period less than a month, on the basis of the
actual number of days elapsed per 30-day month.  If any Interest
Payment Date on the Debentures is not a Business Day, then payment of
the interest payable on such date will be made on the next day that is
a Business Day (and without interest or other payment in respect of
any such delay), except that, if such Business Day is in the next
calendar year, then such payment will be made on the preceding
Business Day.




<2>The first such date occurring after the date that is four
years after the Effective Time.




6









SECTION 2.5    REDEMPTION.




(a)  The Debentures are not subject to redemption at the
option of the Company prior to their Stated Maturity.




(b)  The Debentures are not subject to redemption prior to
their Stated Maturity through the operation of a sinking fund.




SECTION 2.6    [INTENTIONALLY OMITTED].




SECTION 2.7    PAYING AGENT; SECURITY REGISTRAR.  If the
Debentures are issued in certificated form, the Paying Agent and the
Security Registrar for the Debentures shall be the Corporate Trust
Office of the Trustee.




SECTION 2.8    UNITED STATES ALIENS.  As provided in Section
301(16) of the Indenture, the Company shall not pay additional amounts
in respect of taxes or similar charges withheld or deducted to Holders
of the Debentures who are United States Aliens.





ARTICLE III


FORM OF DEBENTURE





SECTION 3.1.   FORM OF DEBENTURE.  The Debentures and the
Trustee's Certificate of Authentication to be endorsed on them are to
be substantially in the following forms:




(FORM OF FACE OF DEBENTURE)





[IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT:  This Debenture







is a Global Security within the meaning of the Indenture referred to
below and is registered in the name of The Depository Trust Company, a
New York corporation (the "Depositary"), or a nominee of the
Depositary.  This Debenture is exchangeable for Debentures registered
in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and no
transfer of this Debenture (other than a transfer of this Debenture as
a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.




Unless this Debenture is presented by an authorized representative of
the Depositary to the issuer or its agent for registration of
transfer, exchange or payment, and any Debenture issued is registered
in the name of Cede & Co. or such other name as requested by an
authorized representative of the Depositary, and any payment hereon is
made to Cede & Co., or to such other entity as is requested by an
authorized representative of the Depositary), and, except as otherwise
provided in the Indenture, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.]




7









No._______1________


$__________



CUSIP No. 65473P AA 3






SENIOR DEBENTURE DUE 2006





NiSource Inc., a Delaware corporation (the "Company", which
term includes any successor under the Indenture referred to below),
for value received, promises to pay to CEDE & CO., or registered
assigns, the principal sum of $__________  Dollars on ____________,
2006<3> (the "Stated Maturity"), and to pay interest on said
principal sum from _____________, 2004,<4> or from the most recent
interest payment date (each such date, an "Interest Payment Date") to
which interest has been paid or duly provided for, quarterly in
arrears on ________, __________, __________ and ____________ of each
year, commencing on __________, 2005,<5> at the Interest Rate,
until the principal of this Debenture shall have become due and
payable, and on any overdue principal and premium, if any, and
(without duplication and to the extent that payment of such interest
is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded quarterly.  The amount
of interest payable for any period will be computed, (1) for any full
quarterly period, on the basis of a 360-day year of twelve 30-day
months, and (2) for any period shorter than a full quarterly period,
on the basis of a 30-day month and, for any period less than a month,
on the basis of the actual number of days elapsed per 30-day month.
If any date on which interest is payable is not a Business Day, then
payment of the interest payable on such date will be made on the next
day that is a Business Day (and without any interest or other payment
in respect of such delay), except that, if such Business Day is in the
next calendar year, then such payment will be made on the preceding
Business Day.  The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture referred to on the reverse side of this
Debenture, be paid to the person in whose name this Debenture (or one
or more Predecessor Securities, as defined in the Indenture) is
registered at the close of business on the Regular Record Date for
such interest installment, which, if this Debenture is a Global
Security, shall be the close of business on the Business Day preceding
such Interest Payment Date or, if this Debenture is not a Global




<3> The date that is six years after the Effective Time.




<4> The date that is four years after the Effective Time.




<5> The first such date occurring after the date that is four
years after the Effective Time.




8









Security, shall be the close of business on the 15th Business Day
preceding such Interest Payment Date; PROVIDED, that interest paid at
maturity shall be paid to the Person to whom principal is paid.  Any
such interest installment not punctually paid or duly provided for
shall cease to be payable to the registered Holder on such Regular
Record Date and may be paid to the Person in whose name this Debenture
(or one or more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee referred
to on the reverse side of this Debenture for the payment of such
Defaulted Interest (a "Special Record Date"), notice of which shall be
given to the registered Holders of the Debentures not less than 10
days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures may be listed, and upon
such notice as may be required by such exchange, all as more fully
provided in the Indenture.  The principal of and interest on this
Debenture shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; PROVIDED, that payment of
interest may be made at the option of the Company by check mailed to
the registered Holder at such address as shall appear in the Security
Register.




This Debenture is, to the extent provided in the Indenture,
senior and unsecured and will rank in right of payment on a parity
with all other senior unsecured obligations of the Company.




Unless the Certificate of Authentication on this Debenture
has been executed by the Trustee, this Debenture shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any
purpose.  The provisions of this Debenture are continued on the
reverse side, and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.




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





NISOURCE INC.





By:_____________________________________


[Title]





Attest:





By:_______________________________


_______ Secretary




9












CERTIFICATE OF AUTHENTICATION





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










Dated:________________________          The Chase Manhattan Bank,
                                        as Trustee


                                        By:___________________________
                                            Authorized Officer


                    (FORM OF REVERSE OF DEBENTURE)














This Debenture is one of a duly authorized series of
Securities of the Company (referred to as the "Debentures"), all
issued under and pursuant to an Indenture dated as of ______, 2000,
duly executed and delivered between NiSource Inc. (the "Company") and
The Chase Manhattan Bank, as trustee (the "Trustee"), as supplemented
by the First Supplemental Indenture to the Indenture dated as of
_______ 2000, between the Company and the Trustee (such Indenture as
so supplemented, the "Indenture"), to which Indenture, and all
indentures supplemental to it, reference is made for a description of
the rights, limitations of rights, obligations, duties and immunities
of the Trustee, the Company and the Holders of the Debentures.  By the
terms of the Indenture, the Securities are issuable in series that may
vary as to amount, date of maturity, rate of interest and in other
respects as provided in the Indenture.  This series of Securities is
limited in aggregate principal amount to $______________.




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




This Debenture is not subject to redemption at the option of
the Company prior to its Stated Maturity.




This Debenture is not subject to redemption prior to its
Stated Maturity through the operation of a sinking fund.




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




The Indenture contains provisions permitting the Company and
the Trustee, without the consent of any Holder, to execute
supplemental indentures modifying certain provisions of the Indenture
and, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures and all other series of




10









Securities affected at the time Outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or
of modifying in any manner the rights of the Holders of the
Debentures; PROVIDED, that no such supplemental indenture may, without
the consent of the Holder of each outstanding Debenture, among other
things, (i) change the Stated Maturity of the principal of, or any
installment of interest on, any Debenture, (ii) reduce the principal
amount of, or the rate of interest on, the Debentures,  (iii) impair
the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity of the Debentures or (iv) reduce the
above-stated percentage of principal amount of Debentures, the consent
of the Holders of which is required to modify or amend the Indenture,
to consent to any waiver under the Indenture, or to approve any
supplemental indenture.  The Indenture also contains provisions
permitting the Holders of not less than a majority in aggregate
principal amount of the Debentures at the time Outstanding affected
thereby, on behalf of all of the Holders of the Debentures, to waive
any past default in the performance of any of the covenants contained
in the Indenture, or established pursuant to the Indenture with
respect to the Debentures, and its consequences, except a default in
the payment of the principal of, premium, if any, or interest on any
of the Debentures or in respect of a covenant or provision of the
Indenture that cannot be modified or amended without the consent of
the Holders of each Debenture then Outstanding.  Any such consent or
waiver by a registered Holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Debenture and of
any Debenture issued in exchange for it or in place of it (whether by
registration of transfer or otherwise), irrespective of whether or not
any notation of such consent or waiver is made upon this Debenture.




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




As provided in, and subject to certain limitations set forth
in, the Indenture, this Debenture is transferable by the registered
Holder hereof on the Security Register of the Company, upon surrender
of this Debenture for registration of transfer at the office or agency
maintained by the Company in a Place of Payment accompanied by a
written instrument or instruments of transfer in form satisfactory to
the Company and the Security Registrar duly executed by such
registered Holder or his attorney duly authorized in writing, after
which one or more new Debentures of the same series, Stated Maturity
and original issue date of authorized denominations and of like tenor
and aggregate principal amount will be issued to the designated
transferee or transferees. No service charge will be made for any such




11









transfer, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation to such
transfer.




Prior to due presentment for registration of transfer of
this Debenture, the Company, the Trustee, any Paying Agent and any
Security Registrar (and any agent thereof) may deem and treat its
registered Holder as the absolute owner of this Debenture (whether or
not this Debenture shall be overdue) for the purpose of receiving
payment of or on account of the principal of,  premium, if any, and
interest due on this Debenture and for all other purposes, and neither
the Company nor the Trustee nor any Paying Agent nor any Security
Registrar (or any agent thereof) shall be affected by any notice to
the contrary.




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




The Indenture imposes certain limitations on the ability of
the Company to, among other things, merge, consolidate or sell,
assign, transfer or lease all or substantially all of its properties
or assets.  Such covenants and limitations are subject to a number of
important qualifications and exceptions.  The Company must report
periodically to the Trustee on compliance with the covenants in the
Indenture.




The Debentures of this series are issuable only in
registered form without coupons in denominations of $2.60 and any
integral multiple of such amount.  As provided in the Indenture and
subject to certain limitations in this Debenture and in the Indenture
set forth, Debentures of this series so issued are exchangeable for a
like aggregate principal amount of Debentures of this series of a
different authorized denomination, as requested by the Holder
surrendering the same.




SECTION 3.2.   BEARER SECURITIES.   The Debentures shall not
be issued as Bearer Securities.




12










ARTICLE IV


EXPENSES





SECTION 4.1    PAYMENT OF EXPENSES.  The Company will pay
for all costs and expenses relating to the offering, sale and issuance
of the Debentures, including compensation of the Trustee under the
Indenture in accordance with the provisions of Section 607 of the
Indenture.





ARTICLE V


COVENANTS





SECTION 5.1    COVENANT TO LIST ON EXCHANGE.  The Company
will use its best efforts to list the Corporate Units on the New York
Stock Exchange and to maintain such listing.





ARTICLE VI


ORIGINAL ISSUE OF DEBENTURES





SECTION 6.1    ORIGINAL ISSUE OF DEBENTURES.  Debentures in
an aggregate principal amount of up to $____________ may, upon
execution of this First Supplemental Indenture, be executed by the
Company and delivered to the Trustee for authentication, and (subject
to receipt by the Trustee of the documents specified in Section 303 of
the Indenture) the Trustee shall thereupon authenticate and deliver
said Debentures upon receipt of an Order of the Company, without any
further action by the Company.





ARTICLE VII


REMARKETING





SECTION 7.1    REMARKETING.




(a)  The Company shall request, not later than 15 nor more
than 30 calendar days prior to the Remarketing Date, that the
Depositary notify the Holders of the Debentures and the holders of the
Corporate Units of the Remarketing and of the procedures that must be
followed if a holder of Corporate Units wishes to make a Cash
Settlement; PROVIDED, that in the case of a Remarketing following a
Change in Control, the Company shall make such request eight Business
Days prior to the Remarketing Date.




(b)  Under Section 5.4 of the Purchase Contract Agreement,
holders of Corporate Units that do not give notice of their intention
to make a Cash Settlement of the Purchase Contract component of their
Corporate Units prior to such time in the manner specified in such
Section, or that give such notice but fail to deliver cash prior to
11:00 a.m., New York City time, on or prior to the fifth Business Day
preceding the Purchase Contract Settlement Date, shall be deemed to




13









have consented to the disposition of the Debenture component of their
Corporate Units in the Remarketing.  Promptly after 11:00 a.m., New
York City time, on such fifth Business Day, the Purchase Contract
Agent, based on notices from the Purchase Contract Agent as to
Purchase Contracts for which Cash Settlement has been elected and cash
received, shall notify the Company and the Remarketing Agent of the
amount of Debentures to be tendered for purchase in the Remarketing.




(c)  If any Holder of Debentures does not give a notice of
its intention to make a Cash Settlement or gives such notice but fails
to deliver cash as described in the foregoing subsection (b), then the
Debentures of such Holder shall be deemed tendered for purchase in the
Remarketing, notwithstanding any failure by such Holder to deliver or
properly deliver such Debentures to the Remarketing Agent for
purchase.




(d)  The right of each Holder to have Debentures tendered
for purchase will be limited to the extent that (i) the Remarketing
Agent conducts a Remarketing pursuant to the terms of the Remarketing
Agreement, (ii) the Remarketing Agent is able to find a purchaser or
purchasers for the tendered Debentures, and (iii) such purchaser or
purchasers deliver the purchase price therefor to the Remarketing
Agent.




(e)  On the Remarketing Date, the Remarketing Agent will use
commercially reasonable efforts to remarket, at a price equal to
100.50% of their aggregate principal amount, the Debentures tendered
or deemed tendered for purchase.




(f)  If, as a result of the efforts described in the
foregoing subsection (e), the Remarketing Agent determines that it
will be able to remarket all of the Debentures tendered or deemed
tendered for purchase at a price of 100.50% of their aggregate
principal amount prior to 4:00 p.m., New York City time, on the
Remarketing Date, the Remarketing Agent shall determine the Interest
Rate, which shall be the rate per annum (rounded to the nearest
one-thousandth (0.001) of one percent per annum) that the Remarketing
Agent determines, in its sole judgment, to be the lowest rate per
annum that will enable it to remarket at that price all of the
Debentures tendered or deemed tendered for Remarketing.




(g)  If none of the Holders of the Corporate Units elects to
have Debentures remarketed in the Remarketing, the Interest Rate shall
be the rate determined by the Remarketing Agent, in its sole
discretion, as the rate that would have been established had a
Remarketing been held on the Remarketing Date.




(h)  If, by 4:00 p.m., New York City time, on the
Remarketing Date, the Remarketing Agent is unable to remarket all of
the Debentures tendered or deemed tendered for purchase, a "Failed
Remarketing" shall be deemed to have occurred, and the Remarketing
Agent shall so advise by telephone the Depositary, the Trustee and the




14









Company.  In the event of a Failed Remarketing, the Interest Rate
shall equal (i) the Two-Year Benchmark Treasury Rate plus (ii) the
Applicable Margin.




(i)  By approximately 4:30 p.m., New York City time, on the
Remarketing Date, provided that there has not been a Failed
Remarketing, the Remarketing Agent shall advise, by telephone (i) the
Depositary, the Trustee and the Company of the Interest Rate
determined in the Remarketing and the amount of Debentures sold in the
Remarketing, (ii) each purchaser (or the Depositary participant of a
purchaser) of the Interest Rate and the amount of Debentures such
purchaser is to purchase, and (iii) each purchaser to give
instructions to its Depositary participant to pay the purchase price
on the Purchase Contract Settlement Date in same day funds against
delivery of the Debentures purchased through the facilities of the
Depositary.




(j)  In accordance with the Depositary's normal procedures,
on the Purchase Contract Settlement Date, the transactions described
above with respect to each Debenture deemed tendered for purchase and
sold in the Remarketing shall be executed through the Depositary, and
the accounts of the respective Depositary participants shall be
debited and credited and such Debentures delivered by book-entry as
necessary to effect purchases and sales of such Debentures.  The
Depositary shall make payment in accordance with its normal
procedures.




(k)  The Remarketing Agent is not obligated to purchase any
Debentures that otherwise would remain unsold in the Remarketing.
Neither the Company nor the Remarketing Agent shall be obligated in
any case to provide funds to make payment upon tender of the
Debentures for Remarketing.




(l)  As provided in Section 4 of the Remarketing Agreement,
the Company, in its capacity as issuer of the Debentures, shall be
liable for, and shall pay, any and all fees, costs and expenses
incurred in connection with the Remarketing.




(m)  The tender and settlement procedures set in this


Section 7.1, including provisions for payment by purchasers of the
Debentures in the Remarketing, shall be subject to modification to the
extent required by the Depositary or if the book-entry system is no
longer available for the Debentures at the time of the Remarketing, to
facilitate the tendering and remarketing of the Debentures in
certificated form.  In addition, the Remarketing Agent may modify the
settlement procedures set forth in this Article in order to facilitate
the settlement process.




15










ARTICLE VIII


MISCELLANEOUS





SECTION 8.1.   RATIFICATION OF INDENTURE.  The Indenture, as
supplemented by this First Supplemental Indenture, is in all respects
ratified and confirmed.  This First Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent provided
in this First Supplemental Indenture and the Indenture.




SECTION 8.2.   TRUSTEE NOT RESPONSIBLE FOR RECITALS.   The
recitals contained in this First Supplemental Indenture are made by
the Company and not by the Trustee, and the Trustee assumes no
responsibility for the correctness of such recitals.  The Trustee
makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.




SECTION 8.3.   GOVERNING LAW.  This First Supplemental
Indenture and each Debenture shall be deemed to be a contract made
under the internal law of the State of New York and for all purposes
shall be construed in accordance with the internal law of that State,
without giving effect to any contrary conflict of laws or choice of
law provisions of the law of the State of New York or any other
jurisdiction.




SECTION 8.4.   SEVERABILITY.   In case any one or more of
the provisions contained in this First Supplemental Indenture or in
the Debentures shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Debentures, but this First
Supplemental Indenture and the Debentures shall be construed as if
such invalid or illegal or unenforceable provision had never been
contained in this First Supplemental Indenture or the Debentures.




SECTION 8.5.   COUNTERPARTS.   This First Supplemental
Indenture may be executed in any number of counterparts each of which
shall be an original; but such counterparts shall together constitute
but one and the same instrument.




SECTION 8.6.   NAME OF THE COMPANY.   The Company, NiSource
Inc., an Indiana corporation ("NiSource"), Columbia Energy Group, a
Delaware corporation ("Columbia"), Parent Acquisition Corp., an
Indiana corporation, Company Acquisition Corp., a Delaware
corporation, and NiSource Finance Corp., an Indiana corporation, have
entered into the Agreement and Plan of Merger dated as of February 27,
2000, as amended and restated as of March 31, 2000 (the "Merger
Agreement"), pursuant to which, among other things, NiSource and
Columbia will become wholly owned subsidiaries of the Company and the
former stockholders of NiSource and Columbia will become stockholders
of the Company (the "Merger"). The Merger will become effective
contemporaneously with the execution and delivery of this First
Supplemental Indenture by the Company. Immediately following the




16









Merger, NiSource will merge with and into the Company, and the Company
will immediately thereafter change its name from New NiSource Inc. to
NiSource Inc. Accordingly, after the Company has so changed its name,
all references in this First Supplemental Indenture and in any
Debentures issued under this First Supplemental Indenture to the
Company's former name shall be deemed to refer to its new name,
NiSource Inc.




IN WITNESS WHEREOF, the parties have caused this First
Supplemental Indenture to be duly executed and attested on this First
Supplemental Indenture, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.





NEW NISOURCE INC.





By:  ______________________________


Name:


Title:






Attest:







Name:


Title:





THE CHASE MANHATTAN BANK,


AS Trustee





By: _______________________________


Name:


Title:






Attest:







Name:


Title:







17
















EXHIBIT 4.3











NEW NISOURCE INC.






AND






THE CHASE MANHATTAN BANK,


AS PURCHASE CONTRACT AGENT






PURCHASE CONTRACT AGREEMENT






DATED AS OF ___________, 2000








RE:





STOCK APPRECIATION INCOME LINKED SECURITIES{SM}



(SAILS{SM})





OF






NEW NISOURCE INC.
















                           TABLE OF CONTENTS

                                                                  Page
                                                                  ----

R E C I T A L S . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE I - Definitions and Other Provisions of General
            Applications
     Section 1.1.   Rules of Interpretation and Definitions . . .    1
     Section 1.2.   Compliance Certificates and Opinions  . . . .   12
     Section 1.3.   Form of Documents Delivered to Agent  . . . .   13
     Section 1.4.   Acts of Holders; Record Dates . . . . . . . .   14
     Section 1.5.   Notices . . . . . . . . . . . . . . . . . . .   15
     Section 1.6.   Notice to Holders; Waiver . . . . . . . . . .   16
     Section 1.7.   Effect of Headings and Table of Contents  . .   16
     Section 1.8.   Successors and Assigns  . . . . . . . . . . .   16
     Section 1.9.   Separability Clause . . . . . . . . . . . . .   17
     Section 1.10.  Benefits of Agreement . . . . . . . . . . . .   17
     Section 1.11.  Governing Law . . . . . . . . . . . . . . . .   17
     Section 1.12.  Legal Holidays  . . . . . . . . . . . . . . .   17
     Section 1.13.  Counterparts  . . . . . . . . . . . . . . . .   17
     Section 1.14.  Inspection of Agreement . . . . . . . . . . .   17
     Section 1.15.  Name of the Company . . . . . . . . . . . . .   17

ARTICLE II - CERTIFICATE FORMS
     Section 2.1.   Forms of Certificates Generally . . . . . . .   18
     Section 2.2.   Form of Agent's Certificate of
                    Authentication  . . . . . . . . . . . . . . .   19

ARTICLE III - THE UNITS
     Section 3.1.   Amount; Form and Denominations  . . . . . . .   19
     Section 3.2.   Rights and Obligations Evidenced by the
                    Certificates  . . . . . . . . . . . . . . . .   20
     Section 3.3.   Execution, Authentication, Delivery and
                    Dating  . . . . . . . . . . . . . . . . . . .   21
     Section 3.4.   Temporary Certificates  . . . . . . . . . . .   21
     Section 3.5.   Registration; Registration of Transfer and
                    Exchange  . . . . . . . . . . . . . . . . . .   22
     Section 3.6.   Book-entry Interests  . . . . . . . . . . . .   23
     Section 3.7.   Notices to Holders  . . . . . . . . . . . . .   24
     Section 3.8.   Appointment of Successor Clearing Agency  . .   24
     Section 3.9.   Definitive Certificates . . . . . . . . . . .   24
     Section 3.10.  Mutilated, Destroyed, Lost and Stolen
                    Certificates  . . . . . . . . . . . . . . . .   25
     Section 3.11.  Persons Deemed Owners . . . . . . . . . . . .   26
     Section 3.12.  Cancellation  . . . . . . . . . . . . . . . .   26
     Section 3.13.  Substitution of Units . . . . . . . . . . . .   27
     Section 3.14.  Reestablishment of Corporate Unit . . . . . .   28
     Section 3.15.  Transfer of Collateral Upon Occurrence of
                    Termination Event . . . . . . . . . . . . . .   29
     Section 3.16.  No Consent to Assumption  . . . . . . . . . .   29

                                  -i-






















ARTICLE IV - THE DEBENTURES
     Section 4.1.   Establishment of Rate; Notice of Settlement
                    Procedures  . . . . . . . . . . . . . . . . .   30
     Section 4.2.   Notice and Voting . . . . . . . . . . . . . .   30

ARTICLE V - THE PURCHASE CONTRACTS
     Section 5.1.   Purchase of Shares of Common Stock  . . . . .   31
     Section 5.2.   [Intentionally omitted] . . . . . . . . . . .   32
     Section 5.3.   [Intentionally omitted] . . . . . . . . . . .   32
     Section 5.4.   Payment of Purchase Price . . . . . . . . . .   32
     Section 5.5.   Issuance of Shares of Common Stock  . . . . .   36
     Section 5.6.   Adjustment of Settlement Rate . . . . . . . .   36
     Section 5.7.   Notice of Adjustments and Certain Other
                    Events  . . . . . . . . . . . . . . . . . . .   43
     Section 5.8.   Termination Event; Notice . . . . . . . . . .   43
     Section 5.9.   [Intentionally omitted] . . . . . . . . . . .   44
     Section 5.10.  No Fractional Shares  . . . . . . . . . . . .   44
     Section 5.11.  Charges and Taxes . . . . . . . . . . . . . .   44

ARTICLE VI - REMEDIES
     Section 6.1.   Unconditional Right of Holders to Purchase
                    Common Stock  . . . . . . . . . . . . . . . .   44
     Section 6.2.   Restoration of Rights and Remedies  . . . . .   45
     Section 6.3.   Rights and Remedies Cumulative  . . . . . . .   45
     Section 6.4.   Delay or Omission Not Waiver  . . . . . . . .   45
     Section 6.5.   Undertaking for Costs . . . . . . . . . . . .   45
     Section 6.6.   Waiver of Stay or Extension Laws  . . . . . .   46

ARTICLE VII - THE AGENT
     Section 7.1.   Certain Duties and Responsibilities . . . . .   46
     Section 7.2.   Notice of Default . . . . . . . . . . . . . .   47
     Section 7.3.   Certain Rights of Agent . . . . . . . . . . .   47
     Section 7.4.   Not Responsible for Recitals or Issuance of
                    Units . . . . . . . . . . . . . . . . . . . .   48
     Section 7.5.   May Hold Units  . . . . . . . . . . . . . . .   48
     Section 7.6.   Money Held in Custody . . . . . . . . . . . .   48
     Section 7.7.   Compensation and Reimbursement  . . . . . . .   49
     Section 7.8.   Corporate Agent Required; Eligibility . . . .   49
     Section 7.9.   Resignation and Removal; Appointment of
                    Successor . . . . . . . . . . . . . . . . . .   50
     Section 7.10.  Acceptance of Appointment by Successor. . . .   51
     Section 7.11.  Merger, Conversion, Consolidation or
                    Succession to Business  . . . . . . . . . . .   52
     Section 7.12.  Preservation of Information; Communications
                    to Holders  . . . . . . . . . . . . . . . . .   52
     Section 7.13.  No Obligations of Agent . . . . . . . . . . .   52
     Section 7.14.  Tax Compliance  . . . . . . . . . . . . . . .   53

ARTICLE VIII - SUPPLEMENTAL AGREEMENTS
     Section 8.1.   Supplemental Agreements Without Consent of
                    Holders . . . . . . . . . . . . . . . . . . .   53


                                 -ii-






















     Section 8.2.   Supplemental Agreements With Consent of
                    Holders . . . . . . . . . . . . . . . . . . .   54
     Section 8.3.   Execution of Supplemental Agreements  . . . .   55
     Section 8.4.   Effect of Supplemental Agreements . . . . . .   55
     Section 8.5.   Reference to Supplemental Agreements  . . . .   55

ARTICLE IX - CONSOLIDATION, MERGER, SALE OR CONVEYANCE
     Section 9.1.   Covenant Not to Merge, Consolidate, Sell or
                    Convey Property Except Under Certain
                    Conditions  . . . . . . . . . . . . . . . . .   56
     Section 9.2.   Rights and Duties of Successor Corporation  .   56
     Section 9.3.   Opinion of Counsel Given to Agent . . . . . .   57

ARTICLE X - COVENANTS
     Section 10.1.  Performance Under Purchase Contracts  . . . .   57
     Section 10.2.  Maintenance of Office or Agency . . . . . . .   57
     Section 10.3.  Company to Reserve Common Stock . . . . . . .   58
     Section 10.4.  Covenants as to Common Stock  . . . . . . . .   58
     Section 10.5.  Statements of Officers of the Company as to
                    Default . . . . . . . . . . . . . . . . . . .   58
     Section 10.6.  ERISA . . . . . . . . . . . . . . . . . . . .   58


EXHIBIT A Form of Corporate Unit Certificate
EXHIBIT B Form of Treasury Unit Certificate
EXHIBIT C Instruction to Purchase Contract Agent













EXHIBIT D Notice from Purchase Contract Agent to Holders (Transfer of
Collateral upon Occurrence of a Termination Event)
EXHIBIT E Notice to Settle by Separate Cash
EXHIBIT F Notice from Purchase Contract Agent to Collateral Agent and
Indenture Trustee (Payment of Purchase Contract Settlement
Price)




-iii-










PURCHASE CONTRACT AGREEMENT





PURCHASE CONTRACT AGREEMENT, dated as of ____________, 2000,
between New NiSource Inc., a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), and The Chase
Manhattan Bank, a corporation duly organized and existing under the
laws of the State of New York, acting as purchase contract agent for
the Holders of Units from time to time (the "Agent").





R E C I T A L S





The Company has duly authorized the execution and delivery
of this Agreement and the Certificates evidencing the Stock
Appreciation Income Linked Securities{SM} ("SAILS{SM}" or
"Units").<1>




All things necessary to make the Purchase Contracts, when
the Certificates are executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Agent, as
provided in this Agreement, the valid obligations of the Company, and
for this Agreement to be a valid agreement of the Company, in
accordance with its terms, have been done.





W I T N E S S E T H :





For and in consideration of the premises and the acquisition
of the Units by the Holders, it is mutually agreed as follows:





ARTICLE I






DEFINITIONS AND OTHER PROVISIONS


OF GENERAL APPLICATIONS





SECTION 1.1.   RULES OF INTERPRETATION AND DEFINITIONS.
For all purposes of this Agreement, except as otherwise expressly
provided in this Agreement or unless the context otherwise requires:




(a)  the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular, and nouns and pronouns of one gender include the other
genders;




<1>"Stock Appreciation Income Linked Securities{SM}" and
"SAILS{SM}" are service marks of Credit Suisse First Boston
Corporation.









(b)  all accounting terms not otherwise defined in this
Agreement have the meanings assigned to them in accordance with
generally accepted accounting principles in the United States;




(c)  the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to
any particular Article, Section, Exhibit or other subdivision;




(d)  references to Sections refer to Sections of this
Agreement unless another instrument is expressly identified as part of
the reference;




(e)  the following term has the meaning given to it in the
First Supplemental Indenture: "Interest Rate"; and




(f)  the following terms have the meanings given to them
below:




"Act," when used with respect to any Holder, has the meaning
specified in Section 1.4.




"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, the term "control" when used with respect to any
specified 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 the Person named as the "Agent" in the first
paragraph of this Agreement until a successor Agent shall have become
such pursuant to the applicable provisions of this Agreement, after
which the term "Agent" shall mean such Person.




"Agreement" means this Agreement as originally executed or
as it may from time to time be supplemented or amended by one or more
agreements supplemental to it entered into pursuant to the applicable
provisions of this Agreement.




"Applicable Market Value" has the meaning specified in


Section 5.1.




"Bankruptcy Code" means Title 11 of the United States Code,
or any other law of the United States that from time to time provides
a uniform system of bankruptcy laws.




"Beneficial Owner" means, with respect to a Global
Certificate, a Person who is the beneficial owner of the Book-Entry
Interest in such Global Certificate as reflected on the books of the
Clearing Agency or on the books of a Person maintaining an account




2









with such Clearing Agency (directly as a Clearing Agency Participant
or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).




"Board of Directors" means the board of directors of the
Company or a duly authorized committee of that board.




"Board Resolution" means one or more resolutions of the
Board of Directors, a copy of which has been (i) 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 (ii) delivered to the Agent.




"Book-Entry Interest" means a beneficial interest in a
Global Certificate, ownership and transfers of which shall be
maintained and made through book entries by a Clearing Agency as
described in Section 3.6.




"Business Day" means any day other than a Saturday or Sunday
or a day on which banks and trust companies located in the
municipality in which the Corporate Trust Office  is located are
authorized or required by law, regulation or executive order to remain
closed; PROVIDED, that for purposes of Section 1.12 only, the term
"Business Day" shall also exclude any day on which trading on the New
York Stock Exchange, Inc. is closed or suspended.




"Cash Settlement" has the meaning set forth in Section
5.4(a)(i).




"Certificate" means a Corporate Unit Certificate or a
Treasury Unit Certificate.




"Change in Control" means the occurrence of any of the
following events:




(i)  the acquisition, directly or indirectly, by
an entity, person or group (including all
Affiliates or Associates of such entity,
person or group but excluding the Company,
its Affiliates, its employee benefit plans
and the employee benefit plans of its
Affiliates) of (A) beneficial ownership, as
that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended,
of capital stock of the Company entitled to
exercise more than 50% of the outstanding
voting power of all capital stock of the
Company entitled to vote generally in
elections of directors ("Voting Power") or
(B) a contractual right to appoint more than
half of the members of the Company's Board of
Directors;




3









(ii) the actual voting by an entity, person or
group (including all Affiliates or Associates
of such entity, person or group but excluding
the Company, its Affiliates, its employee
benefit plans and the employee benefit plans
of its Affiliates) of capital stock of the
Company entitled to vote generally in the
elections of directors and/or the exercise of
proxies by such entity, person or group with
respect to such capital stock, at one or more
elections of directors, in the aggregate
sufficient to elect a majority of the members
of the Company's Board of Directors, if the
proxies were not solicited by or on behalf of
the Company's Board of Directors;




(iii) the effective time of (a) a merger or
consolidation of New NiSource Inc. with one
or more other corporations as a result of which
the holders of the outstanding Voting Power of New
NiSource Inc. immediately prior to such merger or
consolidation (other than the surviving or resulting
corporation or any Affiliate or Associate of New
NiSource Inc.) hold less than 50% of the Voting Power
of the surviving or resulting corporation, or (b) a
transfer of more than 50% of the Voting Power of New
NiSource Inc. other than to an entity of which New
NiSource Inc. owns at least 50% of the Voting Power; or




(iv) any sale, transfer, lease or conveyance to
an entity, person or group (including all
Affiliates or Associates of such entity,
person or group but excluding the Company's
Affiliates) of the property or assets of the
Company as an entirety or substantially as an
entirety in one or a series of related
transactions.




For purposes of this definition only, the terms "Affiliate" or
"Associate" shall have the respective meanings set forth in Rule 12b-2
under the Exchange Act.




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




4









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




"Closing Price" has the meaning specified in Section 5.1.




"Code" means the Internal Revenue Code of 1986, as amended,
and all regulations promulgated thereunder.




"Collateral" has the meaning specified in the Pledge
Agreement.




"Collateral Account" has the meaning specified in the Pledge
Agreement.




"Collateral Agent" means Bank One Trust Company, National
Association, as Collateral Agent under the Pledge Agreement until a
successor Collateral Agent shall have become such pursuant to the
applicable provisions of the Pledge Agreement, after which the term
"Collateral Agent" shall mean the Person who is then the Collateral
Agent under the Pledge Agreement.




"Collateral Substitution" has the meaning specified in


Section 3.13.




"Common Stock" means the shares of common stock, $0.01 par
value per share, of the Company.




"Company" means the Person named as the "Company" in the
first paragraph of this Agreement until a successor shall have become
such pursuant to the applicable provision of this Agreement, after
which the term "Company" shall mean such successor.




"Corporate Trust Office" means the corporate trust office of
the Agent at which, at any particular time, its corporate trust
business shall be administered, which office on the date of this
Agreement is located at 450 West 33rd Street, New York, New York
10001, Attention:  Capital Markets Fiduciary Services.




"Corporate Unit" means the collective rights and obligations
of a Holder of a Corporate Unit Certificate in respect of the
Debentures, subject to the Pledge, and the related Purchase Contract.




"Corporate Unit Certificate" means a certificate evidencing
the rights and obligations of a Holder in respect of the number of
Corporate Units specified on such certificate, substantially in the
form of EXHIBIT A.




"Corporate Unit Register" and "Corporate Unit Registrar"
have the respective meanings specified in Section 3.5.




5









"Current Market Price" has the meaning specified in Section
5.6(a)(8).




"Debentures" means the series of debentures to be issued by
the Company under the Indenture.




"Depositary" means DTC until another Clearing Agency becomes
its successor.




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




"Effective Time" has the meaning specified in Section 2.3 of
the Agreement and Plan of Merger, dated as of February 27, 2000, and
amended and restated as of March 31, 2000, among Columbia Energy
Group, NiSource Inc., the Company, Parent Acquisition Corp., Company
Acquisition Corp. and NiSource Finance Corp., as from time to time
amended and supplemented.




"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.




"Exchange Act" means the Securities Exchange Act of 1934 and
any successor statute, in each case as amended from time to time, and
the rules and regulations promulgated under them.




"Expiration Date" has the meaning specified in Section 1.4.




"Expiration Time" has the meaning specified in Section
5.6(a)(6).




"First Supplemental Indenture" means the First Supplemental
Indenture, dated as of ________, 2000, between the Company and the
Indenture Trustee, supplementing the Indenture to provide for the
issuance of the Debentures.




"Global Certificate" means a Certificate that evidences all
or part of the Units and is registered in the name of a Clearing
Agency or a nominee of a Clearing Agency.




"Holder," when used with respect to a Unit, means the Person
in whose name the Unit evidenced by a Corporate Unit Certificate
and/or a Treasury Unit Certificate is registered in the related
Corporate Unit Register and/or the Treasury Unit Register, as the case
may be; PROVIDED, that in determining whether the Holders of the
requisite number of Corporate Units and/or Treasury Units have voted
on any matter, then for the purpose of such determination only (and
not for any other purpose), if the Unit remains in the form of one or
more Global Certificates and if the Clearing Agency which is the
holder of such Global Certificate has sent an omnibus proxy assigning
voting rights to the Clearing Agency Participants to whose accounts
the Units are credited on the record date, the term "Holder" shall




6









mean such Clearing Agency Participant acting at the direction of the
Beneficial Owners.




"Indenture" means the Indenture, dated as of _________ __,
2000, between the Company and the Indenture Trustee, as amended and
supplemented (including by the First Supplemental Indenture and by any
provisions of the TIA that are deemed incorporated into it), pursuant
to which the Debentures are to be issued.




"Indenture Trustee" means The Chase Manhattan Bank, a
corporation duly organized and existing under the laws of the State of
New York, as trustee under the Indenture, or any successor to it under
the Indenture.




"Issuer Order" or "Issuer Request" means a written request
or order signed in the name of the Company by its Chairman of the
Board, its President or one of its Vice Presidents, and countersigned
by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Agent.




"NYSE" has the meaning specified in Section 5.1.




"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or one of the Vice Presidents,
and countersigned by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to
the Agent.




"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company (including an employee of the Company),
and who shall be reasonably acceptable to the Agent.  An opinion of
counsel may rely on certificates of officers of the Company as to
matters of fact.




"Outstanding Units," with respect to any Corporate Unit or
Treasury Unit, means, as of the date of determination, all Corporate
Units or Treasury Units evidenced by Certificates previously
authenticated, executed and delivered under this Agreement, except:




(i)  If a Termination Event has occurred, (A) Treasury
Units and (B) Corporate Units for which the
underlying Debentures have been previously
deposited with the Agent in trust for the Holders
of such Corporate Units;




(ii) Corporate Units and Treasury Units evidenced by
Certificates previously cancelled by the Agent or
delivered to the Agent for cancellation or deemed
cancelled pursuant to the provisions of this
Agreement; and




7









(iii)     Corporate Units and Treasury Units evidenced
by Certificates in exchange for or in lieu of
which other Certificates have been
authenticated, executed on behalf of the
Holder and delivered pursuant to this
Agreement, other than any such Certificate in
respect of which there shall have been
presented to the Agent proof satisfactory to
it that such Certificate is held by a BONA
FIDE purchaser in whose hands the Corporate
Units or Treasury Units evidenced by such
Certificate are valid obligations of the
Company;




PROVIDED, that in determining whether the Holders of the requisite
number of the Corporate Units or Treasury Units have given any
request, demand, authorization, direction, notice, consent or waiver
under this Agreement, Corporate Units or Treasury Units owned by the
Company or any Affiliate of the Company shall be disregarded and
deemed not to be Outstanding Units, except that, in determining
whether the Agent shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only
Corporate Units or Treasury Units which a Responsible Officer of the
Agent knows to be so owned shall be so disregarded.  Corporate Units
or Treasury Units so owned which have been pledged in good faith may
be regarded as Outstanding Units if the pledgee establishes to the
satisfaction of the Agent the pledgee's right so to act with respect
to such Corporate Units or Treasury Units and that the pledgee is not
the Company or any Affiliate of the Company.




"Permitted Investments" has the meaning set forth in Article
I of the Pledge Agreement.




"Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision of a
government or any other entity of whatever nature.




"Plan" means an employee benefit plan that is subject to
ERISA, a plan or individual retirement account that is subject to


Section 4975 of the Code, or any entity whose assets are considered
assets of any such plan.




"Pledge" means the pledge under the Pledge Agreement of the
Debentures or the Treasury Securities, in either case constituting a
part of the Units.




"Pledge Agreement" means the Pledge Agreement, dated as of
the date of this Agreement, by and among the Company, the Collateral
Agent, the Securities Intermediary and the Agent, on its own behalf




8









and as attorney-in-fact for the Holders from time to time of the
Units.




"Pledged Debentures" has the meaning set forth in the Pledge
Agreement.




"Pledged Treasury Securities" has the meaning set forth in
the Pledge Agreement.




"Predecessor Certificate" means a Predecessor Corporate Unit
Certificate or a Predecessor Treasury Unit Certificate.




"Predecessor Corporate Unit Certificate" of any particular
Corporate Unit Certificate means every previous Corporate Unit
Certificate evidencing all or a portion of the rights and obligations
of the Company and the Holder under the Corporate Unit evidenced by
it; and, for the purposes of this definition, any Corporate Unit
Certificate authenticated and delivered under Section 3.10 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Corporate
Unit Certificate shall be deemed to evidence the same rights and
obligations of the Company and the Holder as the mutilated, destroyed,
lost or stolen Corporate Unit Certificate.




"Predecessor Treasury Unit Certificate" of any particular
Treasury Unit Certificate means every previous Treasury Unit
Certificate evidencing all or a portion of the rights and obligations
of the Company and the Holder under the Treasury Unit evidenced by it;
and, for the purposes of this definition, any Treasury Unit
Certificate authenticated and delivered under Section 3.10 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Treasury Unit
Certificate shall be deemed to evidence the same rights and
obligations of the Company and the Holder as the mutilated, destroyed,
lost or stolen Treasury Unit Certificate.




"Proceeds" has the meaning set forth in Article I of the
Pledge Agreement.




"Purchase Contract," when used with respect to any Unit,
means the contract forming a part of such Unit and obligating the
Company to sell and the Holder of such Unit to purchase Common Stock
on the terms and subject to the conditions set forth in Article Five.




"Purchase Contract Settlement Date" means ________ __,
2004<2>; PROVIDED, that if a Change in Control becomes effective
prior to that date, the Purchase Contract Settlement Date shall be the
date that is eight Business Days after the date on which the Change in
Control becomes effective.




<2>The date that is four years after the Effective Time.




9









"Purchase Contract Settlement Fund" has the meaning
specified in Section 5.5.




"Purchase Price" has the meaning specified in Section 5.1.




"Purchased Shares" has the meaning specified in Section
5.6(a)(6).




"Reference Dealer" means a dealer engaged in the trading of
convertible securities.




"Register" means the Corporate Unit Register and the
Treasury Unit Register.




"Registrar" means the Corporate Unit Registrar and the
Treasury Unit Registrar.




"Remarketing Agent" has the meaning specified in Section
5.4(b).




"Remarketing Agreement" means the Remarketing Agreement
dated as of ____________, 2000, by and between the Company and the
Remarketing Agent.




"Reorganization Event" has the meaning specified in Section
5.6(b).




"Responsible Officer," when used with respect to the Agent,
means any officer of the Agent assigned by the Agent to administer its
corporate trust matters.




"Securities Intermediary" means Bank One Trust Company,
National Association, as Securities Intermediary under the Pledge
Agreement until a successor Securities Intermediary shall have become
such pursuant to the applicable provisions of the Pledge Agreement,
after which the term "Securities Intermediary" shall mean such
successor.




"Settlement Rate" has the meaning specified in Section 5.1.




"Stated Amount" means $2.60 in cash.




"Termination Date" means the date, if any, on which a
Termination Event occurs.




"Termination Event" means the occurrence of any of the
following events:  (i) at any time on or prior to the Purchase
Contract Settlement Date, a judgment, decree or court order shall have
been entered granting relief under the Bankruptcy Code, adjudicating
the Company to be insolvent, or approving as properly filed a petition
seeking reorganization or liquidation of the Company or any other
similar applicable Federal or State law, and, unless such judgment,




10









decree or order shall have been entered within 60 days prior to the
Purchase Contract Settlement Date, such decree or order shall have
continued undischarged and unstayed for a period of 60 days; or (ii) a
judgment, decree or court order for the appointment of a receiver or
liquidator or trustee or assignee in bankruptcy or insolvency of the
Company or of its property, or for the winding up or liquidation of
its affairs, shall have been entered, and, unless such judgment,
decree or order shall have been entered within 60 days prior to the
Purchase Contract Settlement Date, such judgment, decree or order
shall have continued undischarged and unstayed for a period of 60
days; or (iii) at any time on or prior to the Purchase Contract
Settlement Date, the Company shall file a petition for relief under
the Bankruptcy Code, or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer or consent
seeking reorganization or liquidation under the Bankruptcy Code or any
other similar applicable Federal or State law, or shall consent to the
filing of any such petition, or shall consent to the appointment of a
receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of it or of its property, or shall make an assignment for
the benefit of creditors, or shall admit in writing its inability to
pay its debts generally as they become due; or (iv) an "Event of
Default" under (and as defined in) the Indenture.




"Threshold Appreciation Price" has the meaning specified in


Section 5.1.




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




"Trading Day" has the meaning specified in Section 5.1.




"Trading Price" of a security on any date of determination
means (i) the closing sale price (or, if no closing price is reported,
the last reported sale price) of a security (regular way) on the NYSE
on such date, (ii) if such security is not listed for trading on the
NYSE on any such date, the closing sale price as reported in the
composite transactions for the principal United States securities
exchange on which such security is so listed, (iii) if such security
is not so listed on a United States national or regional securities
exchange, the closing sale price as reported by The NASDAQ Stock
Market, (iv) if such security is not so reported, the price quoted by
Interactive Data Corporation for such security or, if Interactive Data
Corporation is not quoting such price, a similar quotation service
selected by the Company, (v) if such security is not so quoted, the
average of the mid-point of the last bid and ask prices for such
security from at least two dealers recognized as market-makers for
such security, or (vi) if such security is not so quoted, the average
of the last bid and ask prices for such security from a Reference
Dealer.




"Treasury Security" means a zero-coupon U.S. Treasury
Security (CUSIP Number _________) in the principal amount of maturity




11









of $1,000, which is the principal strip of the ____% U. S. Treasury
Securities which mature on August 15, 2004.<3>




"Treasury Unit" means, following the substitution of one or
more Treasury Securities for Debentures as collateral to secure a
holder's obligations under a Purchase Contract, the collective rights
and obligations of a Holder of a Treasury Unit Certificate in respect
of such Treasury Securities, subject in each case to the Pledge, and
the related Purchase Contract.




"Treasury Unit Certificate" means a certificate evidencing
the rights and obligations of a Holder in respect of the number of
Treasury Units specified on such certificate, substantially in the
form of EXHIBIT B.




"Treasury Unit Register" and "Treasury Unit Registrar" have
the respective meanings specified in Section 3.5.




"Unit" means the collective reference to the Corporate Units
and the Treasury Units.




"Vice President" means any vice president, whether or not
designated by a number or a word or words added before or after the
title "vice president."




SECTION 1.2.   COMPLIANCE CERTIFICATES AND OPINIONS.
Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Agent to take any action
in accordance with any provision of this Agreement, the Company shall
furnish to the Agent an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating
to the proposed action have been complied with and, if requested by
the Agent, an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Agreement relating to such particular application or
request, no additional certificate or opinion need be furnished.




Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Agreement shall include:




<3>The stripped U.S. Treasury Securities will be identified at
the time the Purchase Contract Agreement and the Pledge Agreement are
executed and delivered and will be a stripped U.S. Treasury Security
that has a principal amount at maturity of $1,000 and matures on the
Business Day before the Purchase Contract Settlement Date or, if no
U.S. Treasury Securities of the appropriate denomination mature on
that date, on a Business Day that is in advance of the Purchase
Contract Settlement Date and as close as possible to it.




12









(1)  a statement that each individual signing such
certificate or opinion has read such covenant or
condition and the definitions in this Agreement
relating to it;




(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 each such
individual, he or she has made such examination or
investigation as is necessary to enable such
individual 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, in the opinion of each
such individual, such condition or covenant has
been complied with.




SECTION 1.3.   FORM OF DOCUMENTS DELIVERED TO AGENT.   In
any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.




Any certificate or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous.  Any
such certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that
the information with respect to such factual matters is in the
possession of the Company unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.




Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements,
opinions or other instruments under this Agreement, they may, but need
not, be consolidated and form one instrument.




13









SECTION 1.4.   ACTS OF HOLDERS; RECORD DATES.




(a)  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given
or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing.  Except as otherwise
expressly provided in this Agreement, such action shall become
effective when such instrument or instruments are delivered to the
Agent and, where it is expressly required by this Agreement, to the
Company.  Such instrument or instruments (and the action embodied in
them and evidenced by them) are sometimes referred to as the "Act" of
the Holders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and
(subject to Section 7.1) conclusive in favor of the Agent and the
Company, if made in the manner provided in this Section.




(b)  The fact and date of the execution by any Person of any
such instrument or writing may be proved in any manner which the Agent
deems sufficient.




(c)  The ownership of Units shall be proved by the Corporate
Unit Register or the Treasury Unit Register, as the case may be.




(d)  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Certificate shall
bind every future Holder of the same Certificate and the Holder of
every Certificate issued upon the registration of transfer of such
Certificate or in exchange for such Certificate or in lieu of such
Certificate in respect of anything done, omitted or suffered to be
done by the Agent or the Company in reliance on such Act, whether or
not notation of such Act is made upon such Certificate.




(e)  The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Units entitled to
give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this
Agreement to be given, made or taken by Holders of Units.  If any
record date is set pursuant to this paragraph, the Holders of the
Outstanding Corporate Units and the Outstanding Treasury Units, as the
case may be, on such record date, and no other Holders, shall be
entitled to take the relevant action with respect to the Corporate
Units or the Treasury Units, as the case may be, whether or not such
Holders remain Holders after such record date; PROVIDED, that no such
action shall be effective unless taken on or prior to the applicable
Expiration Date by Holders of the requisite number of Outstanding
Units on such record date.  Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for
any action for which a record date has previously been set pursuant to
this paragraph (in which case the record date previously set shall
automatically and with no action by any Person be cancelled and be of




14









no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite number of
Outstanding Units on the date such action is taken.  Promptly after
any record date is set pursuant to this paragraph, the Company, at its
own expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to
the Agent in writing and to each Holder of Units in the manner set
forth in Section 1.6.




With respect to any record date set pursuant to this
Section, the Company may designate any date as the "Expiration Date"
and from time to time may change the Expiration Date to any earlier or
later day; PROVIDED, that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the Agent in
writing, and to each Holder of Units in the manner set forth in


Section 1.6, on or prior to the existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set
pursuant to this Section, the Company shall be deemed to have
initially designated the 180th day after such record date as the
Expiration Date with respect to such record date, subject to its right
to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.




SECTION 1.5.   NOTICES.   Any notice or communication is
duly given if in writing and delivered in person or mailed by first
class mail (registered or certified, return receipt requested),
telecopier (with receipt confirmed) or overnight air courier
guaranteeing next day delivery, to the others' address; PROVIDED, that
notice shall be deemed given to the Agent only when it receives the
notice:





If to the Agent:





The Chase Manhattan Bank


450 West 33rd Street


New York, New York  10001






Telecopier No.:  212-946-8159
Attention:  Capital Markets Fiduciary Services





If to the Company:





New NiSource Inc.


801 East 86th Avenue


Merrillville, Indiana 46410
Telecopier No.: 219-649-6060
Attention: Stephen P. Adik




15










If to the Collateral Agent:





Bank One Trust Company, National Association
9th Floor


One North State Street


Chicago, Illinois  60670-0126
Telecopier No.:  312-407-1708
Attention:  Corporate Trust Administration





If to the Indenture Trustee:





The Chase Manhattan Bank


450 West 33rd Street


New York, New York  10001






Telecopier No.:  212-946-8159
Attention:  Capital Markets Fiduciary Services




SECTION 1.6.   NOTICE TO HOLDERS; WAIVER.   Where this
Agreement provides for notice to Holders of any event, such notice
shall be sufficiently given (unless otherwise expressly provided in
this Agreement) if in writing and mailed, first-class postage prepaid,
to each Holder affected by such event, at its address as it appears in
the applicable Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.  Where this Agreement provides
for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Agent, but such
filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.




In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the
approval of the Agent shall constitute a sufficient notification for
every purpose under this Agreement.




SECTION 1.7.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect
the construction of this Agreement.




SECTION 1.8.   SUCCESSORS AND ASSIGNS.   All covenants and
agreements in this Agreement made by the Company shall bind its
successors and assigns, whether so expressed or not.




16









SECTION 1.9.   SEPARABILITY CLAUSE.   In case any provision
in this Agreement or in the Units shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions of this Agreement and of the Units shall not in
any way be affected or impaired.




SECTION 1.10.  BENEFITS OF AGREEMENT.   Nothing in this
Agreement or in the Units, express or implied, shall give to any
Person, other than the parties and their successors under this
Agreement and, to the extent provided by this Agreement, the Holders,
any benefits or any legal or equitable right, remedy or claim under
this Agreement.  The Holders from time to time shall be beneficiaries
of this Agreement and shall be bound by all of the terms and
conditions of this Agreement and of the Units evidenced by their
Certificates by their acceptance of delivery of such Certificates.




SECTION 1.11.  GOVERNING LAW.   This Agreement and the Units
shall be governed by and construed in accordance with the internal law
of the State of New York, without giving effect to any contrary
conflict of laws or choice of law provisions of the law of the State
of New York or any other jurisdiction.




SECTION 1.12.  LEGAL HOLIDAYS.   If the Purchase Contract
Settlement Date is not a Business Day, then (notwithstanding any other
provision of this Agreement, the Corporate Unit Certificates or the
Treasury Unit Certificates) Purchase Contracts shall not be performed
on such date, but the Purchase Contracts shall be performed on the
immediately following Business Day with the same force and effect as
if performed on the Purchase Contract Settlement Date.




SECTION 1.13.  COUNTERPARTS.   This Agreement may be
executed in any number of counterparts by the parties on separate
counterparts, each of which, when so executed and delivered, shall be
deemed an original, but all such counterparts shall together
constitute one and the same instrument.




SECTION 1.14.  INSPECTION OF AGREEMENT.   A copy of this
Agreement shall be available at all reasonable times during normal
business hours at the Corporate Trust Office for inspection by any
Holder or Beneficial Owner.




SECTION 1.15.  NAME OF THE COMPANY. The Company, NiSource
Inc., an Indiana corporation ("NiSource"), Columbia Energy Group, a
Delaware corporation ("Columbia"), Parent Acquisition Corp., an
Indiana corporation, Company Acquisition Corp., a Delaware
corporation, and NiSource Finance Corp., an Indiana corporation, have
entered into the Agreement and Plan of Merger dated as of February 27,
2000, as amended and restated as of March 31, 2000 (the "Merger
Agreement"), pursuant to which, among other things, NiSource and
Columbia will become wholly owned subsidiaries of the Company and the
former stockholders of NiSource and Columbia will become stockholders
of the Company (the "Merger"). The Merger will become effective




17









contemporaneously with the execution and delivery of this Agreement by
the Company. Immediately following the Merger, NiSource will merge
with and into the Company, and the Company will immediately thereafter
change its name from New NiSource Inc. to NiSource Inc. Accordingly,
after the Company has so changed its name, all references in this
Agreement and in any Units issued under this Agreement to the
Company's former name shall be deemed to refer to its new name,
NiSource Inc.





ARTICLE II






CERTIFICATE FORMS





SECTION 2.1.   FORMS OF CERTIFICATES GENERALLY.   The
Corporate Unit Certificates (including the form of Purchase Contract
forming part of the Corporate Units evidenced by such Corporate Unit
Certificates) shall be in substantially the form set forth in EXHIBIT
A, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or
engraved on such Certificates as may be required by the rules of any
securities exchange on which the Corporate Units are listed or of any
depositary for them, or as may, consistently with this Agreement, be
determined by the officers of the Company executing such Corporate
Unit Certificates, as evidenced by their execution of the Corporate
Unit Certificates (but which do not affect or change the rights or
duties of the Agent).




The definitive Corporate Unit Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officers of the Company
executing the Corporate Units evidenced by such Corporate Unit
Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution of the Corporate Unit Certificates.




The Treasury Unit Certificates (including the form of
Purchase Contracts forming part of the Treasury Units evidenced by
such Treasury Unit Certificates) shall be in substantially the form
set forth in EXHIBIT B, with such letters, numbers or other marks of
identification or designation and such legends or endorsements
printed, lithographed or engraved on such Certificates as may be
required by the rules of any securities exchange on which the Treasury
Units may be listed or any depositary for them, or as may,
consistently with this Agreement, be determined by the officers of the
Company executing such Treasury Unit Certificates, as evidenced by
their execution of the Treasury Unit Certificates (but which do not
affect or change the rights or duties of the Agent).




The definitive Treasury Unit Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officers of the Company
executing the Treasury Units evidenced by such Treasury Unit




18









Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution of the Treasury Unit Certificates.




Every Global Certificate authenticated, executed on behalf
of the Holders and delivered under this Agreement shall bear a legend
in substantially the following form:




"THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING
OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A
NOMINEE OF THE DEPOSITARY.  THIS CERTIFICATE IS EXCHANGEABLE
FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT
AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER
OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY
BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN."




SECTION 2.2.   FORM OF AGENT'S CERTIFICATE OF
AUTHENTICATION.   The form of the Agent's certificate of
authentication of the Corporate Units shall be in substantially the
form set forth on the form of the Corporate Unit Certificates.




The form of the Agent's certificate of authentication on the
Treasury Units shall be in substantially the form set forth on the
form of the Treasury Unit Certificates.





ARTICLE III






THE UNITS





SECTION 3.1.   AMOUNT; FORM AND DENOMINATIONS.   The
aggregate number of Units evidenced by Certificates authenticated,
executed on behalf of the Holders and delivered under this Agreement




19









is limited to _________<4> except for Certificates authenticated,
executed and delivered upon registration of transfer of, in exchange
for, or in lieu of, other Certificates pursuant to Sections 3.4, 3.5,
3.10, 3.13, 3.14, or 8.5.




The Certificates shall be issuable only in registered form
and only in denominations of a single Corporate Unit or Treasury Unit
and any integral multiple thereof.




SECTION 3.2.   RIGHTS AND OBLIGATIONS EVIDENCED BY THE
CERTIFICATES.  Each Corporate Unit Certificate shall evidence the
number of Corporate Units specified in it, with each such Corporate
Unit representing the ownership by the Holder of a beneficial interest
in a Debenture, subject to the Pledge of such Debenture by such Holder
pursuant to the Pledge Agreement, and the rights and obligations of
the Holder of such Certificate and the Company under one Purchase
Contract.  The Agent as attorney-in-fact for, and on behalf of, the
Holder of each Corporate Unit shall pledge, pursuant to the Pledge
Agreement, the Debenture forming a part of such Corporate Unit to the
Collateral Agent and grant to the Collateral Agent a security interest
in the right, title and interest of such Holder in such Debenture for
the benefit of the Company, to secure the obligation of the Holder
under such Purchase Contract to purchase the Common Stock of the
Company.  Prior to the purchase of shares of Common Stock under a
Purchase Contract, such Purchase Contract shall not entitle the Holder
of a Corporate Unit Certificate to any of the rights of a holder of
shares of Common Stock, including, without limitation, the right to
vote or receive any dividends or other payments or to consent or to
receive notice as a stockholder in respect of the meetings of
stockholders or for the election of directors of the Company or for
any other matter, or any other rights as a stockholder of the Company.




Each Treasury Unit Certificate shall evidence the number of
Treasury Units specified in it, with each such Treasury Unit
representing the ownership by the Holder of such Certificate of a
beneficial interest in a Treasury Security with a principal amount at
maturity equal to $1,000.00, subject to the Pledge of such Treasury
Security by such Holder pursuant to the Pledge Agreement, and the
rights and obligations of the Holder of such Unit and the Company
under one Purchase Contract.  Prior to the purchase of shares of
Common Stock under a Purchase Contract, such Purchase Contract shall
not entitle the Holder of a Treasury Unit Certificate to any of the
rights of a holder of shares of Common Stock, including, without
limitation, the right to vote or receive any dividends or other
payments or to consent or to receive notice as a stockholder in
respect of the meetings of stockholders or for the election of
directors of the Company or for any other matter, or any other rights
as a stockholder of the Company.




<4>To be determined at the time the Purchase Contract Agreement
is executed and delivered.




20









SECTION 3.3.   EXECUTION, AUTHENTICATION, DELIVERY AND
DATING.   Subject to the provisions of Sections 3.13 and 3.14, upon
the execution and delivery of this Agreement, and at any time and from
time to time thereafter, the Company may deliver Certificates executed
by the Company to the Agent for authentication, execution on behalf of
the Holders and delivery, together with its Issuer Order for
authentication of such Certificates, and the Agent in accordance with
such Issuer Order shall authenticate, execute on behalf of the Holders
and deliver such Certificates.




The Certificates shall be executed on behalf of the Company
by its Chairman of the Board, its President or one of its Vice
Presidents.  The signature of any of these officers on the
Certificates may be manual or facsimile.




Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company
shall bind the Company, even if such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates.




No Purchase Contract evidenced by a Certificate shall be
valid until such Certificate has been executed on behalf of the Holder
by the manual signature of an authorized signatory of the Agent, as
such Holder's attorney-in-fact.  Such signature by an authorized
signatory of the Agent shall be conclusive evidence that the Holder of
such Certificate has entered into the Purchase Contracts evidenced by
such Certificate.




Each Certificate shall be dated the date of its
authentication.




No Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there
appears on such Certificate a certificate of authentication
substantially in the form provided for in this Agreement executed by
an authorized signatory of the Agent by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and
delivered under this Agreement.




SECTION 3.4.   TEMPORARY CERTIFICATES.   Pending the
preparation of definitive Certificates, the Company shall execute and
deliver to the Agent, and the Agent shall authenticate, execute on
behalf of the Holders, and deliver, in lieu of such definitive
Certificates, temporary Certificates which are in substantially the
form set forth in EXHIBIT A or EXHIBIT B, as the case may be, with
such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved on
them as may be required by the rules of any securities exchange on
which the Corporate Units or Treasury Units are listed, or of any




21









depositary for them, or as may, consistently with this Agreement, be
determined by the officers of the Company executing such Certificates,
as evidenced by their execution of the Certificates (but which do not
affect or change the rights or duties of the Agent).




If temporary Certificates are issued, the Company will cause
definitive Certificates to be prepared without unreasonable delay.
After the preparation of definitive Certificates, the temporary
Certificates shall be exchangeable for definitive Certificates upon
surrender of the temporary Certificates at the Corporate Trust Office,
at the expense of the Company and without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Certificates,
the Company shall execute and deliver to the Agent, and the Agent
shall authenticate, execute on behalf of the Holder, and deliver in
exchange for them, one or more definitive Certificates of like tenor
and denominations and evidencing a like number of Corporate Units or
Treasury Units, as the case may be, as the temporary Certificate or
Certificates so surrendered.  Until so exchanged, the temporary
Certificates shall in all respects evidence the same benefits and the
same obligations with respect to the Corporate Units or Treasury
Units, as the case may be, evidenced by such temporary Certificates as
definitive Certificates.




SECTION 3.5.   REGISTRATION; REGISTRATION OF TRANSFER AND
EXCHANGE.   The Agent shall keep at the Corporate Trust Office a
register (the "Corporate Unit Register") in which, subject to such
reasonable regulations as it may prescribe, the Agent shall provide
for the registration of Corporate Unit Certificates and of transfers
of Corporate Unit Certificates (the Agent, in such capacity, the
"Corporate Unit Registrar") and a register (the "Treasury Unit
Register") in which, subject to such reasonable regulations as it may
prescribe, the Agent shall provide for the registration of the
Treasury Unit Certificates and transfers of Treasury Unit Certificates
(the Agent, in such capacity, the "Treasury Unit Registrar").




Upon surrender for registration of transfer of any
Certificate at the Corporate Trust Office, the Company shall execute
and deliver to the Agent, and the Agent shall authenticate, execute on
behalf of the designated transferee or transferees, and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of any authorized denominations, like tenor, and
evidencing a like number of Corporate Units or Treasury Units, as the
case may be.




At the option of the Holder, Certificates may be exchanged
for other Certificates, of any authorized denominations and evidencing
a like number of Corporate Units or Treasury Units, as the case may
be, upon surrender of the Certificates to be exchanged at the
Corporate Trust Office.  Whenever any Certificates are so surrendered
for exchange, the Company shall execute and deliver to the Agent, and
the Agent shall authenticate, execute on behalf of the Holder and




22









deliver the Certificates which the Holder making the exchange is
entitled to receive.




All Certificates issued upon any registration of transfer or
exchange of a Certificate shall evidence the ownership of the same
number of Corporate Units or Treasury Units, as the case may be, and
be entitled to the same benefits and subject to the same obligations,
under this Agreement as the Corporate Units or Treasury Units, as the
case may be, evidenced by the Certificate surrendered upon such
registration of transfer or exchange.




Every Certificate presented or surrendered for registration
of transfer or for exchange shall (if so required by the Agent) be
duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Agent duly executed, by
the Holder or its attorney duly authorized in writing.




No service charge shall be made for any registration of
transfer or exchange of a Certificate, but the Company and the Agent
may require payment from the Holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Certificates, other
than any exchanges pursuant to Sections 3.6 and 8.5 not involving any
transfer.




Notwithstanding the foregoing, the Company shall not be
obligated to execute and deliver to the Agent, and the Agent shall not
be obligated to authenticate, execute on behalf of the Holder and
deliver, any Certificate in exchange for any other Certificate
presented or surrendered for registration of transfer or for exchange
on or after the Business Day immediately preceding the earlier of the
Purchase Contract Settlement Date or the Termination Date.  In lieu of
delivery of a new Certificate, upon satisfaction of the applicable
conditions specified above in this Section and receipt of appropriate
registration of transfer instructions from such Holder, the Agent
shall (i) if the Purchase Contract Settlement Date has occurred,
deliver the shares of Common Stock issuable in respect of the Purchase
Contracts forming a part of the Units evidenced by such other
Certificate or (ii) if a Termination Event shall have occurred prior
to the Purchase Contract Settlement Date, transfer the Debentures or
the Treasury Securities, as the case may be, evidenced by such
Certificate, in each case subject to the applicable conditions and in
accordance with the applicable provisions of Article Five.




SECTION 3.6.   BOOK-ENTRY INTERESTS.   The Certificates, on
original issuance, will be issued in the form of one or more fully
registered Global Certificates, to be delivered to the Depositary by,
or on behalf of, the Company.  Such Global Certificate shall initially
be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner
will receive a definitive Certificate representing such Beneficial
Owner's interest in such Global Certificate, except as provided in




23









Section 3.9.  The Agent shall enter into an agreement with the
Depositary if so requested by the Company.  Unless and until
definitive, fully registered Certificates have been issued to
Beneficial Owners pursuant to Section 3.9:




(a)  the provisions of this Section 3.6 shall be in
full force and effect;




(b)  the Company shall be entitled to deal with the
Clearing Agency for all purposes of this Agreement


(including receiving approvals, votes or consents)
as the Holder of the Units and the sole holder of
the Global Certificate(s) and shall have no
obligation to the Beneficial Owners;




(c)  to the extent that the provisions of this Section
3.6 conflict with any other provisions of this
Agreement, the provisions of this Section 3.6
shall control; and




(d)  the rights of the Beneficial Owners shall be
exercised only through the Clearing Agency and
shall be limited to those established by law and
agreements between such Beneficial Owners and the
Clearing Agency and/or the Clearing Agency
Participants.




SECTION 3.7.   NOTICES TO HOLDERS.   Whenever a notice or
other communication to the Holders is required to be given under this
Agreement, the Company or the Company's agent shall give such notices
and communications to the Holders and, with respect to any Units
registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Company or the Company's agent shall, except as
set forth in this Agreement, have no obligations to the Beneficial
Owners.




SECTION 3.8.   APPOINTMENT OF SUCCESSOR CLEARING AGENCY.
If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Units, the Company may, in
its sole discretion, appoint a successor Clearing Agency with respect
to the Units.




SECTION 3.9.   DEFINITIVE CERTIFICATES.   If (i) a Clearing
Agency elects to discontinue its services as securities depositary
with respect to the Units and a successor Clearing Agency is not
appointed within 90 days after such discontinuance pursuant to Section
3.8 or (ii) there shall have occurred and be continuing a default by
the Company in respect of its obligations under one or more Purchase
Contracts, then upon surrender of the Global Certificates representing
the Units by the Clearing Agency, accompanied by registration
instructions, the Company shall cause definitive Certificates to be
delivered to Beneficial Owners in accordance with the instructions of




24









the Clearing Agency.  The Company shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions.




SECTION 3.10.  MUTILATED, DESTROYED, LOST AND STOLEN
CERTIFICATES.  If any mutilated Certificate is surrendered to the
Agent, the Company shall execute and deliver to the Agent, and the
Agent shall authenticate, execute on behalf of the Holder and deliver
in exchange for it, a new Certificate, evidencing the same number of
Corporate Units or Treasury Units, as the case may be, and bearing a
Certificate number not contemporaneously outstanding.




If there shall be delivered to the Company and the Agent (i)
evidence to their satisfaction of the destruction, loss or theft of
any Certificate, and (ii) such security or indemnity as may be
required by them to hold each of them and any agent of any of them
harmless, then, in the absence of written notice to the Company or the
Agent that such Certificate has been acquired by a BONA FIDE
purchaser, the Company shall execute and deliver to the Agent, and the
Agent shall authenticate, execute on behalf of the Holder, and deliver
to the Holder, in lieu of any such destroyed, lost or stolen
Certificate, a new Certificate, evidencing the same number of
Corporate Units or Treasury Units, as the case may be, and bearing a
Certificate number not contemporaneously outstanding.




Notwithstanding the foregoing, the Company shall not be
obligated to execute and deliver to the Agent, and the Agent shall not
be obligated to authenticate, execute on behalf of the Holder, and
deliver to the Holder, a Certificate on or after the Business Day
immediately preceding the earlier of the Purchase Contract Settlement
Date or the Termination Date.  In lieu of delivery of a new
Certificate, upon satisfaction of the applicable conditions specified
above in this Section and receipt of appropriate registration of
transfer instructions from such Holder, the Agent shall, (i) if the
Purchase Contract Settlement Date has occurred, deliver the shares of
Common Stock issuable in respect of the Purchase Contracts forming a
part of the Units evidenced by such Certificate or (ii) if a
Termination Event shall have occurred prior to the Purchase Contract
Settlement Date, transfer the Debentures or the Treasury Securities,
as the case may be, evidenced by such Certificate, in each case
subject to the applicable conditions and in accordance with the
applicable provisions of Article Five.




Upon the issuance of any new Certificate under this Section,
the Company and the Agent may require the payment by the Holder of a
sum sufficient to cover any tax or other governmental charge that may
be imposed in relation to such issuance and any other expenses
(including the fees and expenses of the Agent) connected with such
issuance.




Every new Certificate issued pursuant to this Section in
lieu of any destroyed, lost or stolen Certificate shall constitute an




25









original additional contractual obligation of the Company and of the
Holder in respect of the Units evidenced by such Certificate, whether
or not the destroyed, lost or stolen Certificate (and the Units
evidenced by it) shall be at any time enforceable by anyone, and shall
be entitled to all the benefits and be subject to all the obligations
of this Agreement equally and proportionately with any and all other
Certificates delivered under this Agreement.




The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or
stolen Certificates.




SECTION 3.11.  PERSONS DEEMED OWNERS.   Prior to due
presentment of a Certificate for registration of transfer, the Company
and the Agent, and any agent of the Company or the Agent, may treat
the Person in whose name such Certificate is registered as the owner
of the Corporate Units or Treasury Units evidenced by such
Certificate, for the purpose of performance of the Purchase Contracts
and for all other purposes, notwithstanding any notice to the
contrary, and neither the Company nor the Agent, nor any agent of the
Company or the Agent, shall be affected by notice to the contrary.




Notwithstanding the foregoing, with respect to any Global
Certificate, nothing in this Agreement shall prevent the Company, the
Agent or any agent of the Company or the Agent, from giving effect to
any written certification, proxy or other authorization furnished by
any Clearing Agency (or its nominee), as a Holder, with respect to
such Global Certificate or impair, as between such Clearing Agency and
owners of beneficial interests in such Global Certificate, the
operation of customary practices governing the exercise of rights of
such Clearing Agency (or its nominee) as Holder of such Global
Certificate.




SECTION 3.12.  CANCELLATION.   All Certificates surrendered
for delivery of shares of Common Stock on or after the Purchase
Contract Settlement Date, upon the transfer of Debentures or Treasury
Securities, as the case may be, after the occurrence of a Termination
Event or upon the registration of a transfer or exchange of a Unit, or
a Collateral Substitution or the re-establishment of a Corporate Unit
shall, if surrendered to any Person other than the Agent, be delivered
to the Agent and, if not already cancelled, shall be promptly
cancelled by it.  The Company may at any time deliver to the Agent for
cancellation any Certificates previously authenticated, executed and
delivered under this Agreement which the Company may have acquired in
any manner, and all Certificates so delivered shall, upon Issuer
Order, be promptly cancelled by the Agent.  No Certificates shall be
authenticated, executed on behalf of the Holder and delivered in lieu
of or in exchange for any Certificates cancelled as provided in this
Section, except as expressly permitted by this Agreement.  All
cancelled Certificates held by the Agent shall be destroyed by the
Agent unless otherwise directed by Issuer Order.




26









If the Company or any Affiliate of the Company shall acquire
any Certificate, such acquisition shall not operate as a cancellation
of such Certificate unless and until such Certificate is delivered to
the Agent cancelled or for cancellation.




SECTION 3.13.  SUBSTITUTION OF UNITS.   A Holder may
separate the Debentures from the related Purchase Contracts in respect
of a Corporate Unit by substituting for such Debentures Treasury
Securities in an aggregate principal amount equal to the aggregate
principal amount at maturity of such Debentures (a "Collateral
Substitution"), at any time from and after the date of this Agreement
and on or prior to the seventh Business Day immediately preceding the
Purchase Contract Settlement Date by (a) depositing with the
Securities Intermediary Treasury Securities having an aggregate
principal amount equal to the aggregate principal amount of the
Debentures comprising part of such Corporate Unit and (b) transferring
the related Corporate Unit to the Agent accompanied by a notice to the
Agent, substantially in the form of EXHIBIT C, stating that the Holder
has transferred the relevant amount of Treasury Securities to the
Securities Intermediary and requesting that the Agent instruct the
Collateral Agent to release the Debentures underlying such Corporate
Unit, after which the Agent shall promptly give such instruction to
the Collateral Agent, substantially in the form of Exhibit A to the
Pledge Agreement.  Upon receipt of the Treasury Securities described
in clause (a) above and the instruction described in clause (b) above,
in accordance with the terms of the Pledge Agreement, the Collateral
Agent will cause the Securities Intermediary to release to the Agent,
on behalf of the Holder, Debentures having a corresponding aggregate
principal amount at maturity from the Pledge, free and clear of the
Company's security interest, and upon receiving them the Agent shall
promptly:




(i)       cancel the related Corporate Unit;




(ii)      transfer the Debentures to the Holder; and




(iii)     authenticate, execute on behalf of such
Holder and deliver a Treasury Unit
Certificate executed by the Company in
accordance with Section 3.3 evidencing the
same number of Purchase Contracts as were
evidenced by the cancelled Corporate Unit.




Holders who elect to separate the Debentures from the
related Purchase Contract and to substitute Treasury Securities for
such Debentures shall be responsible for any fees or expenses payable
to the Collateral Agent for its services as Collateral Agent in
respect of the substitution, and neither the Company nor the Agent
shall be responsible for any such fees or expenses.




Holders may make Collateral Substitutions only in integral
multiples of 5000 Corporate Units for 13 Treasury Units.




27









If a Holder making a Collateral Substitution pursuant to
this Section 3.13 fails to effect a book-entry transfer of the
Corporate Unit or fails to deliver a Corporate Unit Certificate(s) to
the Agent after depositing Treasury Securities with the Collateral
Agent, the Debentures constituting a part of such Corporate Unit shall
be held in the name of the Agent or its nominee in trust for the
benefit of such Holder, until such Corporate Unit is so transferred or
the Corporate Unit Certificate is so delivered, as the case may be,
or, with respect to a Corporate Unit Certificate, such Holder provides
evidence satisfactory to the Company and the Agent that such Corporate
Unit Certificate has been destroyed, lost or stolen, together with any
indemnity that may be required by the Agent and the Company.




Except as described in this Section 3.13, for so long as the
Purchase Contract underlying a Corporate Unit remains in effect, such
Corporate Unit shall not be separable into its constituent parts, and
the rights and obligations of the Holder in respect of the Debentures
and the Purchase Contract comprising such Corporate Unit may be
acquired, and may be transferred and exchanged, only as a Corporate
Unit.




SECTION 3.14.  REESTABLISHMENT OF CORPORATE UNIT.   A Holder
of a Treasury Unit may recreate a Corporate Unit at any time on or
prior to the seventh Business Day immediately preceding the Purchase
Contract Settlement Date, by (a) depositing with the Securities
Intermediary Debentures having an aggregate principal amount equal to
the aggregate principal amount at maturity of the Treasury Securities
comprising part of the Treasury Unit and (b) transferring the related
Treasury Unit to the Agent accompanied by a notice to the Agent,
substantially in the form of EXHIBIT C, stating that the Holder has
transferred the relevant amount of Debentures to the Securities
Intermediary and requesting that the Agent instruct the Collateral
Agent to release the Treasury Securities underlying such Treasury
Unit, after which the Agent shall promptly give such instruction to
the Collateral Agent, substantially in the form of Exhibit C to the
Pledge Agreement.  Upon receipt of the Debentures described in clause


(a) above and the instruction described in clause (b) above, in
accordance with the terms of the Pledge Agreement, the Collateral
Agent will cause the Securities Intermediary to effect the release of
the Treasury Securities having a corresponding aggregate principal
amount at maturity from the Pledge to the Agent, free and clear of the
Company's security interest, and upon receiving them the Agent shall
promptly:




(i)       cancel the related Treasury Unit;




(ii)      transfer the Treasury Securities to the Holder;
and




(iii)     authenticate, execute on behalf of such
Holder and deliver a Corporate Unit
Certificate executed by the Company in




28









accordance with Section 3.3 evidencing the
same number of Purchase Contracts as were
evidenced by the cancelled Treasury Unit.




Holders who elect to recreate Corporate Units shall be
responsible for any fees or expenses payable to the Collateral Agent
for its services as Collateral Agent in respect of the substitution,
and neither the Company nor the Agent shall be responsible for any
such fees or expenses.




Holders of Treasury Units may reestablish Corporate Units in
integral multiples of 13 Treasury Units for 5000 Corporate Units.




Except as provided in this Section 3.14, for so long as the
Purchase Contract underlying a Treasury Unit remains in effect, such
Treasury Unit shall not be separable into its constituent parts and
the rights and obligations of the Holder of such Treasury Unit in
respect of the Treasury Security and the Purchase Contract comprising
such Treasury Unit may be acquired, and may be transferred and
exchanged, only as a Treasury Unit.




SECTION 3.15.  TRANSFER OF COLLATERAL UPON OCCURRENCE OF
TERMINATION EVENT.  Upon the occurrence of a Termination Event and the
transfer to the Agent of the Debentures underlying the Corporate Units
and the Treasury Units pursuant to the terms of the Pledge Agreement,
the Agent shall request transfer instructions with respect to such
Debentures or Treasury Securities, as the case may be, from each
Holder by written request, substantially in the form of EXHIBIT D,
mailed to such Holder at its address as it appears in the Corporate
Unit Register or the Treasury Unit Register, as the case may be.  Upon
book-entry transfer of the Corporate Units or Treasury Units or
delivery of a Corporate Unit Certificate or Treasury Unit Certificate
to the Agent with such transfer instructions, the Agent shall transfer
the Debentures underlying such Corporate Units or the Treasury
Securities underlying such Treasury Units, as the case may be, to such
Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions.  If a Holder of Corporate Units or
Treasury Units fails to effect such transfer or delivery, the
Debentures underlying such Corporate Units or the Treasury Securities
underlying such Treasury Units, as the case may be, shall be held in
the name of the Agent or its nominee in trust for the benefit of such
Holder, until the earlier of (a) such Corporate Units or Treasury
Units are transferred or the Corporate Unit Certificate or Treasury
Unit Certificate is surrendered or such Holder provides satisfactory
evidence that such Corporate Unit Certificate or Treasury Unit
Certificate has been destroyed, lost or stolen, together with any
indemnity that may be required by the Agent and the Company and (b)
the expiration of the time period specified in the abandoned property
laws of the relevant State.




SECTION 3.16.  NO CONSENT TO ASSUMPTION.   Each Holder of a
Unit, by accepting it, shall be deemed expressly to have withheld any




29









consent to the assumption under Section 365 of the Bankruptcy Code or
otherwise, of the Purchase Contract by the Company or its trustee,
receiver, liquidator or a person or entity performing similar
functions if the Company becomes the debtor under the Bankruptcy Code
or subject to other similar state or federal law providing for
reorganization or liquidation.





ARTICLE IV






THE DEBENTURES





SECTION 4.1.   ESTABLISHMENT OF RATE; NOTICE OF SETTLEMENT
PROCEDURES.  The Interest Rate on the Debentures to be in effect on
and after the Purchase Contract Settlement Date shall be established
on the third Business Day immediately preceding the Purchase Contract
Settlement Date.




Not later than 15 calendar days nor more than 30 calendar
days prior to the third Business Day immediately preceding the
Purchase Contract Settlement Date, the Company shall request DTC (or
any successor Clearing Agency), to notify the Beneficial Owners or
Clearing Agency Participants holding Corporate Units or Treasury Units
of the procedures to be followed by Holders of Corporate Units or
Treasury Units who intend to effect the settlement of their
obligations under the Purchase Contracts underlying such Corporate
Units with separate cash on or prior to the fifth Business Day prior
to the Purchase Contract Settlement Date for Corporate Units and on or
prior to the second Business Day prior to the Purchase Contract
Settlement Date for Treasury Units.




SECTION 4.2.   NOTICE AND VOTING.   Under the terms of the
Pledge Agreement, the Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Debentures
in connection with any modifications of the Indenture, but only to the
extent instructed in writing by the Holders as described below.  Upon
receipt of notice of any meeting at which holders of Debentures are
entitled to vote or upon any solicitation of consents, waivers or
proxies of holders of Debentures, the Agent shall, as soon as
practicable, mail to the Holders of Corporate Units a notice (a)
containing such information as is contained in the notice or
solicitation, (b) stating that each Holder on the record date set by
the Agent (which, to the extent possible, shall be the same date as
the record date for determining the holders of Debentures entitled to
vote) shall be entitled to instruct the Agent as to the exercise of
the voting rights pertaining to such Debentures underlying their
Corporate Units and (c) stating the manner in which such instructions
may be given.  Upon the written request of the Holders of Corporate
Units on such record date received by the Agent at least six days
prior to such meeting, the Agent shall endeavor insofar as practicable
to vote or cause to be voted, in accordance with the instructions set
forth in such requests, the maximum number of Debentures as to which




30









any particular voting instructions are received.  In the absence of
specific instructions from the Holder of a Corporate Unit, the Agent
shall abstain from voting the Debentures underlying such Corporate
Units.  The Company agrees, if applicable, to solicit Holders of
Corporate Units to timely instruct the Agent in order to enable the
Agent to vote such Debentures.





ARTICLE V






THE PURCHASE CONTRACTS





SECTION 5.1.   PURCHASE OF SHARES OF COMMON STOCK.   Each
Purchase Contract shall obligate the Holder of the related Unit to
purchase, and the Company to sell, on the Purchase Contract Settlement
Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of newly issued shares of Common Stock equal to the Settlement
Rate unless, on or prior to the Purchase Contract Settlement Date,
there shall have occurred a Termination Event with respect to the Unit
of which such Purchase Contract is a part.  The "Settlement Rate" is
equal to (a) if the Applicable Market Value (as defined below) is
equal to or greater than $23.10 (the "Threshold Appreciation Price"),
0.1126 shares of Common Stock per Purchase Contract, (b) if the
Applicable Market Value is less than the Threshold Appreciation Price,
but is greater than $16.50, the number of shares of Common Stock equal
to the Stated Amount divided by the Applicable Market Value, and (c)
if the Applicable Market Value is less than or equal to $16.50, 0.1576
shares of Common Stock per Purchase Contract, in each case subject to
adjustment as provided in Section 5.6 (and in each case rounded upward
or downward to the nearest 1/10,000th of a share).  As provided in


Section 5.10, no fractional shares of Common Stock will be issued upon
settlement of Purchase Contracts.




The "Applicable Market Value" means the average of the
Closing Price per share of Common Stock on each of the 30 Trading Days
ending on the third Trading Day immediately preceding the Purchase
Contract Settlement Date.  The "Closing Price" of the Common Stock on
any date of determination means (i) the closing sale price (or, if no
closing price is reported, the last reported sale price) of the Common
Stock on the New York Stock Exchange (the "NYSE") on such date, (ii)
if the Common Stock is not listed for trading on the NYSE on any such
date, the closing sale price as reported in the composite transactions
for the principal United States securities exchange on which the
Common Stock is so listed, (iii) if the Common Stock is not so listed
on a United States national or regional securities exchange, the
closing sale price as reported by The Nasdaq Stock Market, (iv) if the
Common Stock is not so reported, the last quoted bid price for the
Common Stock in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or (v) if such bid
price is not available, the average of the mid-point of the last bid
and ask prices of the Common Stock on such date from at least three
nationally recognized independent investment banking firms retained




31









for this purpose by the Company.  A "Trading Day" means a day on which
the Common Stock (A) is not suspended from trading on any national or
regional securities exchange or association or over-the-counter market
at the close of business and (B) has traded at least once on the
national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of
the Common Stock.




Each Holder of a Corporate Unit or a Treasury Unit, by its
acceptance of such Unit, irrevocably authorizes the Agent to enter
into and perform the related Purchase Contract on its behalf as its
attorney-in-fact (including the execution of Certificates on behalf of
such Holder), agrees to be bound by the terms and provisions of the
related Purchase Contract, covenants and agrees to perform its
obligations under such Purchase Contract, consents to the provisions
of this Agreement, irrevocably authorizes the Agent as its
attorney-in-fact to enter into and perform this Agreement and the
Pledge Agreement on its behalf as its attorney-in-fact, and consents
to and agrees to be bound by the Pledge of the Debentures or the
Treasury Securities pursuant to the Pledge Agreement; PROVIDED, that
upon a Termination Event, the rights of the Holder of such Unit under
the Purchase Contract may be enforced without regard to any other
rights or obligations.  Each Holder of a Corporate Unit or a Treasury
Unit, by its acceptance of such Unit, further covenants and agrees
that, to the extent and in the manner provided in, but subject to the
terms of, Section 5.4 and the Pledge Agreement, payments in respect of
the Debentures or the Proceeds of the Treasury Securities on the
Purchase Contract Settlement Date shall be paid by the Collateral
Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.




Upon registration of transfer of a Certificate, the
transferee shall be bound (without the necessity of any other action
on the part of such transferee) by the terms of this Agreement, the
Purchase Contracts underlying such Certificate and the Pledge
Agreement and the transferor shall be released from the obligations
under this Agreement, the Purchase Contracts underlying the
Certificates so transferred and the Pledge Agreement.  The Company
covenants and agrees, and each Holder of a Certificate, by accepting
the Certificate, likewise covenants and agrees, to be bound by the
provisions of this paragraph.




SECTION 5.2.   [INTENTIONALLY OMITTED].




SECTION 5.3.   [INTENTIONALLY OMITTED].




SECTION 5.4.   PAYMENT OF PURCHASE PRICE.




(a)  (i)  Each Holder of a Corporate Unit who intends to pay
in cash shall notify the Agent by use of a notice in substantially the
form of EXHIBIT E of its intention to pay in cash ("Cash Settlement")




32









the Purchase Price for the shares of Common Stock to be purchased
pursuant to a Purchase Contract.  Such notice shall be given prior to
5:00 p.m., New York City time, on the seventh Business Day immediately
preceding the Purchase Contract Settlement Date.  Prior to 11:00 a.m.,
New York City time, on the next succeeding Business Day, the Agent
shall notify the Collateral Agent and the Indenture Trustee of the
receipt of such notices from Holders intending to make a Cash
Settlement.




(ii)  A Holder of a Corporate Unit who has so notified
the Agent of its intention to make a Cash Settlement shall pay the
Purchase Price to the Securities Intermediary for deposit in the
Collateral Account prior to 11:00 a.m., New York City time, on the
fifth Business Day immediately preceding the Purchase Contract
Settlement Date in lawful money of the United States by certified or
cashiers' check or wire transfer, in each case in immediately
available funds payable to or upon the order of the Securities
Intermediary.  Any cash received by the Collateral Agent shall be
invested promptly by the Securities Intermediary in Permitted
Investments and paid to the Company on the Purchase Contract
Settlement Date in settlement of the Purchase Contract in accordance
with the terms of this Agreement and the Pledge Agreement.  Any funds
received by the Securities Intermediary in respect of the investment
earnings from the investment in such Permitted Investments shall be
distributed to the Agent when received for payment to the Holder of
the related Corporate Unit.




(iii)  If a Holder of a Corporate Unit fails to notify
the Agent of its intention to make a Cash Settlement in accordance
with paragraph (a)(i) above, or does notify the Agent as provided in
paragraph (a)(i) above of its intention to pay the Purchase Price in
cash, but fails to make such payment as required by paragraph (a)(ii)
above, such Holder shall be deemed to have consented to the
disposition of the Pledged Debentures pursuant to the Remarketing as
described in paragraph (b) below.




(iv)  Promptly after 11:00 a.m., New York City time, on
the fifth Business Day preceding the Purchase Contract Settlement
Date, the Agent, based on notices received by the Agent pursuant to


Section 5.4(a) and notice from the Securities Intermediary regarding
cash received by it prior to such time, shall notify the Collateral
Agent and the Indenture Trustee of the number of Debentures to be
tendered for purchase in the Remarketing in a notice substantially in
the form of EXHIBIT F.




(b)  In order to dispose of the Debentures of Corporate Unit
Holders who have not notified the Agent of their intention to effect a
Cash Settlement as provided in paragraph (a)(i) above, or who have so
notified the Agent but fail to make such payment as required by
paragraph (a)(ii) above, the Company shall engage Credit Suisse First
Boston Corporation (the "Remarketing Agent") pursuant to the
Remarketing Agreement to sell such Debentures.  In order to facilitate




33









the remarketing, the Agent, based on the notices specified in Section
5.4(a)(iv), shall notify the Remarketing Agent, promptly after 11:00


a.m., New York City time, on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, of the aggregate
number of Debentures that are a component of Corporate Units to be
remarketed.  Concurrently, the Collateral Agent, pursuant to the terms
of the Pledge Agreement, shall cause such Debentures to be presented
to the Remarketing Agent for remarketing.  Upon receipt of such notice
from the Agent and such Debentures, the Remarketing Agent shall, on
the third Business Day immediately preceding the Purchase Contract
Settlement Date, use commercially reasonable efforts to remarket such
Debentures on such date at a price of 100.50% of the principal amount
at maturity of such Debentures.  The proceeds shall automatically be
applied by the Collateral Agent, in accordance with the Pledge
Agreement, to satisfy in full such Corporate Unit Holders' obligations
to pay the Purchase Price for the Common Stock under the related
Purchase Contracts on the Purchase Contract Settlement Date.
Corporate Unit Holders whose Debentures are so remarketed shall not be
responsible for the payment of any remarketing fee.  If, in spite of
using commercially reasonable efforts, the Remarketing Agent cannot
remarket the related Debentures of such Holders of Corporate Units at
a price of 100.50% of the aggregate principal amount at maturity of
such Debentures, the remarketing shall be deemed to have failed (a
"Failed Remarketing") and, in accordance with the terms of the Pledge
Agreement, the Collateral Agent, for the benefit of the Company, shall
exercise its rights as a secured party with respect to such
Debentures, including those actions specified in paragraph (c) below.
The Company shall cause a notice of such Failed Remarketing to be
published on the second Business Day immediately preceding the
Purchase Contract Settlement Date in a daily newspaper in the English
language of general circulation in The City of New York, which is
expected to be THE WALL STREET JOURNAL.




(c)  With respect to any Debentures which are subject to a
Failed Remarketing, the Collateral Agent, for the benefit of the
Company, reserves all of its rights as a secured party with respect to
such Debentures and, subject to applicable law and paragraph (g)
below, may, among other things, (i) retain the Debentures in full
satisfaction of the Holders' obligations under the Purchase Contracts
or (ii) sell the Debentures in one or more public or private sales.




(d)  (i)   Each Holder of a Treasury Unit who intends to pay
in cash shall notify the Agent by use of a notice in substantially the
form of EXHIBIT E of its intention to pay in cash the Purchase Price
for the shares of Common Stock to be purchased pursuant to a Purchase
Contract.  Such notice shall be given on or prior to 5:00 p.m., New
York City time, on the Business Day immediately preceding the Purchase
Contract Settlement Date.




(ii)    A Holder of a Treasury Unit who has so notified
the Agent of its intention to make a Cash Settlement in accordance
with paragraph (d)(i) above shall pay the Purchase Price to the




34









Securities Intermediary for deposit in the Collateral Account prior to
11:00 a.m., New York City time, on the Business Day immediately
preceding the Purchase Contract Settlement Date in lawful money of the
United States by certified or cashiers' check or wire transfer, in
each case in immediately available funds payable to or upon the order
of the Securities Intermediary.  Any cash received by the Collateral
Agent shall be invested promptly by the Securities Intermediary in
Permitted Investments and paid to the Company on the Purchase Contract
Settlement Date in settlement of the Purchase Contract in accordance
with the terms of this Agreement and the Pledge Agreement.  Any funds
received by the Securities Intermediary in respect of the investment
earnings from the investment in such Permitted Investments shall be
distributed to the Agent when received for payment to the Holder.




(iii)     Upon the maturity of the Pledged Treasury
Securities held by the Securities Intermediary on August 15, 2004, the
principal amount of the Treasury Securities received by the Securities
Intermediary shall be invested promptly in Permitted Investments.  If
a Holder of a Treasury Unit fails to notify the Agent of its intention
to make a Cash Settlement in accordance with paragraph (d)(i) above,
or does notify the Agent as provided in paragraph (d)(i) above of its
intention to pay the Purchase Price in cash, but fails to make such
payment as required by paragraph (d)(ii) above, then on the Purchase
Contract Settlement Date, an amount equal to the Purchase Price shall
be remitted to the Company as payment thereof without receiving any
instructions from the Holder.  Any funds received by the Securities
Intermediary in respect of the investment earnings from the investment
in such Permitted Investments shall be distributed to the Agent when
received for payment to the Holder.  The Collateral Agent shall cause
the Securities Intermediary to distribute any amounts in excess of the
aggregate Purchase Price and such investment earnings promptly to the
Company.




(e)  Any distribution to Holders of investment earnings as
described in paragraphs (d)(ii) and (d)(iii) above shall be payable at
the office of the Agent in the City of New York maintained for that
purpose or, at the option of the Holder, by check mailed to the
address of the Person entitled thereto at such address as it appears
on the Register.




(f)  Upon Cash Settlement of any Purchase Contract, (i) the
Collateral Agent will, in accordance with the terms of the Pledge
Agreement, cause the Pledged Debentures or the Pledged Treasury
Securities, as the case may be, underlying the relevant Units to be
released from the Pledge, free and clear of any security interest of
the Company, and transferred to the Agent for delivery to the Holder
or its designee as soon as practicable, and (ii) subject to the
receipt of the Pledged Debentures and Pledged Treasury Securities, the
Agent shall, by book-entry transfer or other appropriate procedures,
in accordance with written instructions provided by the Holder,
transfer such Debentures or such Treasury Securities, as the case may
be (or, if no such instructions are given to the Agent by the Holder,




35









the Agent shall hold such Debentures or such Treasury Securities, as
the case may be, and any distribution on them, in the name of the
Agent or its nominee in trust for the benefit of such Holder until the
expiration of the time period specified in the abandoned property laws
of the relevant State).




(g)  The obligations of the Holders to pay the Purchase
Price are non-recourse obligations and, except to the extent paid by
Cash Settlement, are payable solely out of the proceeds of any
Collateral pledged to secure the obligations of the Holders and in no
event will Holders be liable for any deficiency between the proceeds
of the disposition of Collateral and the Purchase Price.




SECTION 5.5.   ISSUANCE OF SHARES OF COMMON STOCK.   Unless
a Termination Event shall have occurred, subject to Section 5.6(b),
the Company shall issue and deposit with the Agent, for the benefit of
the Holders of the Outstanding Units, one or more certificates
representing the newly issued shares of Common Stock registered in the
name of the Agent (or its nominee) as custodian for the Holders (such
certificates for shares of Common Stock, together with any dividends
or distributions for which a record date and payment date for such
dividend or distribution has occurred after the Purchase Contract
Settlement Date, being referred to as the "Purchase Contract
Settlement Fund") to which the Holders are entitled.  Subject to the
foregoing, upon surrender of a Certificate to the Agent on or after
the Purchase Contract Settlement Date, together with settlement
instructions duly completed and executed, the Holder of such
Certificate shall be entitled to receive in exchange for a certificate
representing that number of whole shares of Common Stock which such
Holder is entitled to receive pursuant to the provisions of this
Article Five (after taking into account all Units then held by such
Holder), together with cash in lieu of fractional shares as provided
in Section 5.10 and any dividends or distributions with respect to
such shares constituting part of the Purchase Contract Settlement
Fund, but without any interest, and the Certificate so surrendered
shall be cancelled immediately.  Such shares shall be registered in
the name of the Holder or the Holder's designee as specified in the
settlement instructions provided by the Holder to the Agent.  If any
shares of Common Stock issued in respect of a Purchase Contract are to
be registered to a Person other than the Person in whose name the
Certificate evidencing such Purchase Contract is registered, no such
registration shall be made unless the Person requesting such
registration has paid any transfer and other taxes required by reason
of such registration in a name other than that of the registered
Holder of the Certificate evidencing such Purchase Contract or has
established to the satisfaction of the Company that such tax either
has been paid or is not payable.




SECTION 5.6.   ADJUSTMENT OF SETTLEMENT RATE.




(a)   ADJUSTMENTS FOR DIVIDENDS, DISTRIBUTIONS, STOCK
SPLITS, ETC.




36









(1)  If the Company shall pay or make a dividend or
other distribution on the Common Stock in Common Stock, the Settlement
Rate in effect at the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive
such dividend or other distribution shall be increased by dividing
such Settlement Rate by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business
on the date fixed for such determination and the denominator shall be
the sum of such number of shares and the total number of shares
constituting such dividend or other distribution, such increase to
become effective immediately after the opening of business on the day
following the date fixed for such determination.  For the purposes of
this paragraph (1), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the
Company but shall include any shares issuable in respect of any scrip
certificates issued in lieu of fractions of shares of Common Stock.
The Company will not pay any dividend or make any distribution on
shares of Common Stock held in the treasury of the Company.




(2)  If the Company shall issue rights, options or
warrants to all holders of its Common Stock (not being available on an
equivalent basis to Holders of the Units upon settlement of the
Purchase Contracts underlying such Units) entitling them, for a period
expiring within 45 days after the record date for the determination of
stockholders entitled to receive such rights, options or warrants, to
subscribe for or purchase shares of Common Stock at a price per share
less than the Current Market Price per share of the Common Stock on
the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than pursuant to a
dividend reinvestment plan), the Settlement Rate in effect at the
opening of business on the day following the date fixed for such
determination shall be increased by dividing such Settlement Rate by a
fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which
the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at
such Current Market Price and the denominator shall be the number of
shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common
Stock so offered for subscription or purchase, such increase to become
effective immediately after the opening of business on the day
following the date fixed for such determination.  For the purposes of
this paragraph (2), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the
Company but shall include any shares issuable in respect of any scrip
certificates issued in lieu of fractions of shares of Common Stock.
The Company shall not issue any such rights, options or warrants in
respect of shares of Common Stock held in the treasury of the Company.




(3)  If outstanding shares of Common Stock shall be
subdivided or split into a greater number of shares of Common Stock,




37









the Settlement Rate in effect at the opening of business on the day
following the day upon which such subdivision or split becomes
effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a
smaller number of shares of Common Stock, the Settlement Rate in
effect at the opening of business on the day following the day upon
which such combination becomes effective shall be proportionately
reduced, such increase or reduction, as the case may be, to become
effective immediately after the opening of business on the day
following the day upon which such subdivision, split or combination
becomes effective.




(4)  If the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of its
indebtedness or assets (including securities, but excluding any rights
or warrants referred to in paragraph (2) of this Section, any dividend
or distribution paid exclusively in cash and any dividend or
distribution referred to in paragraph (1) of this Section), the
Settlement Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Settlement Rate in effect immediately
prior to the close of business on the date fixed for the determination
of stockholders entitled to receive such distribution by a fraction of
which the numerator shall be the Current Market Price per share of the
Common Stock on the date fixed for such determination less the then
fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution)
of the portion of the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock and the
denominator shall be such Current Market Price per share of the Common
Stock, such adjustment to become effective immediately prior to the
opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such distribution.
In any case in which this paragraph (4) is applicable, paragraph (2)
of this Section shall not be applicable.




(5)  If the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock (I) cash (excluding any
cash that is distributed in a Reorganization Event to which Section
5.6(b) applies or as part of a distribution referred to in paragraph


(4) of this Section) in an aggregate amount that, combined together
with the aggregate amount of any other distributions to all holders of
its Common Stock made exclusively in cash (other than in connection
with a Reorganization Event) within the 12 months preceding the date
of payment of such distribution and in respect of which no adjustment
pursuant to this paragraph (5) or paragraph (6) of this Section has
been made and (II) the aggregate of any cash plus the fair market
value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a Board Resolution) of
consideration payable in respect of any tender or exchange offer by
the Company or any of its subsidiaries for all or any portion of the
Common Stock concluded within the 12 months preceding the date of
payment of the distribution described in clause (I) above and in




38









respect of which no adjustment pursuant to this paragraph (5) or
paragraph (4) or paragraph (6) of this Section has been made, exceeds
15% of the product of the Current Market Price per share of the Common
Stock on the date for the determination of holders of shares of Common
Stock entitled to receive such distribution times the number of shares
of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date for
determination, the Settlement Rate shall be increased so that the same
shall equal the rate determined by dividing the Settlement Rate in
effect immediately prior to the close of business on the date fixed
for determination of the stockholders entitled to receive such
distribution by a fraction (i) the numerator of which shall be equal
to the Current Market Price per share of the Common Stock on the date
fixed for such determination less an amount equal to the quotient of


(x) the combined amount distributed or payable in the transactions
described in clauses (I) and (II) above and (y) the number of shares
of Common Stock outstanding on such date for determination and (ii)
the denominator of which shall be equal to the Current Market Price
per share of the Common Stock on such date for determination.




(6)  If a tender or exchange offer made by the Company
or any subsidiary of the Company for all or any portion of the Common
Stock shall expire and such tender or exchange offer (as amended upon
its expiration) shall require the payment to stockholders (based on
the acceptance (up to any maximum specified in the terms of the tender
or exchange offer) of Purchased Shares) of (I) an aggregate
consideration having a fair market value (as determined by the Board
of Directors, whose determination shall be conclusive and described in
a Board Resolution) that combined together with the aggregate of the
cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a
Board Resolution), as of the expiration of such tender or exchange
offer, of consideration payable in respect of any other tender or
exchange offer, by the Company or any subsidiary of the Company for
all or any portion of the Common Stock expiring within the 12 months
preceding the expiration of such tender or exchange offer and in
respect of which no adjustment pursuant to paragraph (5) of this


Section or this paragraph (6) has been made and (II) the aggregate
amount of any distributions to all holders of the Company's Common
Stock made exclusively in cash within the 12 months preceding the
expiration of such tender or exchange offer and in respect of which no
adjustment pursuant to paragraph (5) of this Section or this paragraph


(6) has been made, exceeds 15% of the product of the Current Market
Price per share of the Common Stock as of the last time (the
"Expiration Time") tenders could have been made pursuant to such
tender or exchange offer (as it may be amended) times the number of
shares of Common Stock outstanding (including any tendered shares) on
the Expiration Time, then, and in each such case, immediately prior to
the opening of business on the day after the date of the Expiration
Time, the Settlement Rate shall be adjusted so that the same shall
equal the rate determined by dividing the Settlement Rate immediately
prior to the close of business on the date of the Expiration Time by a




39









fraction (i) the numerator of which shall be equal to (A) the product
of (I) the Current Market Price per share of the Common Stock on the
date of the Expiration Time and (II) the number of shares of Common
Stock outstanding (including any tendered shares) on the Expiration
Time less (B) the amount of cash plus the fair market value
(determined as aforesaid) of the aggregate consideration payable to
stockholders based on the transactions described in clauses (I) and


(II) above (assuming, in the case of clause (I), the acceptance, up to
any maximum specified in the terms of the tender or exchange offer, of
Purchased Shares), and (ii) the denominator of which shall be equal to
the product of (A) the Current Market Price per share of the Common
Stock as of the Expiration Time and (B) the number of shares of Common
Stock outstanding (including any tendered shares) as of the Expiration
Time less the number of all shares validly tendered and not withdrawn
as of the Expiration Time (the shares deemed so accepted, up to any
such maximum, being referred to as the "Purchased Shares").




(7)  The reclassification of Common Stock into
securities including securities other than Common Stock (other than
any reclassification upon a Reorganization Event to which Section
5.6(b) applies) shall be deemed to involve (a) a distribution of such
securities other than Common Stock to all holders of Common Stock (and
the effective date of such reclassification shall be deemed to be "the
date fixed for the determination of stockholders entitled to receive
such distribution" and the "date fixed for such determination" within
the meaning of paragraph (4) of this Section) and (b) a subdivision,
split or combination, as the case may be, of the number of shares of
Common Stock outstanding immediately prior to such reclassification
into the number of shares of Common Stock outstanding immediately
afterwards (and the effective date of such reclassification shall be
deemed to be "the day upon which such subdivision or split becomes
effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision, split or
combination becomes effective" within the meaning of paragraph (3) of
this Section).




(8)  The "Current Market Price" per share of Common
Stock on any day means the average of the daily Closing Prices for the
ten consecutive Trading Days ending on the earlier of the day in
question and the day before the "ex date" with respect to the issuance
or distribution requiring such computation.  For purposes of this
paragraph, the term "ex date", when used with respect to any issuance
or distribution, shall mean the first date on which the Common Stock
trades in the regular way on such exchange or in such market without
the right to receive such issuance or distribution.




(9)  All adjustments to the Settlement Rate shall be
calculated to the nearest 1/10,000th of a share of Common Stock (or if
there is not a nearest 1/10,000th of a share, to the next lower
1/10,000th of a share).  No adjustment in the Settlement Rate shall be
required unless such adjustment would require an increase or decrease
of at least one percent; PROVIDED, that any adjustments which by




40









reason of this subparagraph are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
If an adjustment is made to the Settlement Rate pursuant to paragraph


(1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.6(a), an
adjustment shall also be made to the Applicable Market Value solely to
determine which of clauses (a), (b) or (c) of the definition of
Settlement Rate in Section 5.1 will apply on the Purchase Contract
Settlement Date.  Such adjustment shall be made by multiplying the
Applicable Market Value by a fraction of which the numerator shall be
the Settlement Rate immediately before such adjustment pursuant to
paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section
5.6(a) and the denominator shall be the Settlement Rate immediately
after such adjustment; PROVIDED, that if such adjustment to the
Settlement Rate is required to be made pursuant to the occurrence of
any of the events contemplated by paragraph (1), (2), (3), (4), (5),


(7) or (10) of this Section 5.6(a) during the period taken into
consideration for determining the Applicable Market Value, appropriate
and customary adjustments shall be made to the Settlement Rate.




(10) The Company may make such increases in the
Settlement Rate, in addition to those required by this Section, as it
considers to be advisable in order to avoid or diminish any income tax
to any holders of shares of Common Stock resulting from any dividend
or distribution of stock or issuance of rights or warrants to purchase
or subscribe for stock or from any event treated as such for income
tax purposes or for any other reason.




(b)  ADJUSTMENT FOR CONSOLIDATION, MERGER OR OTHER
REORGANIZATION EVENT.   In the event of (i) any consolidation or
merger of the Company with or into another Person (other than a merger
or consolidation in which the Company is the continuing corporation
and in which the Common Stock outstanding immediately prior to the
merger or consolidation is not exchanged for cash, securities or other
property of the Company or another corporation), (ii) any sale,
transfer, lease or conveyance to another Person of the property of the
Company as an entirety or substantially as an entirety, (iii) any
statutory exchange of securities of the Company with another Person
(other than in connection with a merger or acquisition) or (iv) any
liquidation, dissolution or winding up of the Company other than as a
result of or after the occurrence of a Termination Event (any such
event, a "Reorganization Event"), appropriate action shall be taken
including, if applicable, an adjustment to the Settlement Rate so that
each Holder of Units will receive on the Purchase Contract Settlement
Date with respect to each Purchase Contract forming a part of the
Units, the kind and amount of securities, cash and other property
receivable upon such Reorganization Event (without any interest, and
without any right to dividends or distribution which have a record
date that is prior to the Purchase Contract Settlement Date, it being
understood that Holders of Units on the Purchase Contract Settlement
Date following the effective date of a Change in Control shall be
deemed to be the owners of record of the Common Stock (or any other
securities into which the Common Stock may be converted) they will




41









receive on the Purchase Contract Settlement Date and shall receive (i)
on such Purchase Contract Settlement Date any dividends or
distributions which have a record date that is on or after the
effective date of such Change in Control and a payment date that is on
or prior to that Purchase Contract Settlement Date, and (ii)
thereafter on the applicable payment date any dividends or
distributions which have a record date that is on or after the
effective date of such Change in Control and a payment date that is
after that Purchase Contract Settlement Date ) by a Holder of the
number of shares of Common Stock issuable on account of each Purchase
Contract if the Purchase Contract Settlement Date had occurred
immediately prior to such Reorganization Event, assuming such Holder
of Common Stock is not a Person with which the Company consolidated or
into which the Company merged or which merged into the Company or to
which such sale or transfer was made, as the case may be (any such
Person, a "Constituent Person"), or an Affiliate of a Constituent
Person to the extent such Reorganization Event provides for different
treatment of Common Stock held by Affiliates of the Company and
non-affiliates and such Holder failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash and
other property receivable upon such Reorganization Event (PROVIDED,
that if the kind or amount of securities, cash and other property
receivable upon such Reorganization Event is not the same for each
share of Common Stock held immediately prior to such Reorganization
Event by other than a Constituent Person or an Affiliate of it and in
respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this Section the kind
and amount of securities, cash and other property receivable upon such
Reorganization Event by each non-electing share shall be deemed to be
the kind and amount so receivable per share by a plurality of the
non-electing shares).  In the event of such a Reorganization Event,
the Person formed by such consolidation, merger or exchange or the
Person which acquires the assets of the Company or, in the event of a
liquidation or dissolution of the Company, the Company or a
liquidating trust created in connection with such liquidation or
dissolution shall execute and deliver to the Agent an agreement
supplemental to this Agreement providing that the Holders of each
Outstanding Unit shall have the rights provided by this Section


5.6(b).  Such supplemental agreement shall provide for adjustments
which, for events subsequent to the effective date of such
supplemental agreement, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section.  The
above provisions of this Section shall similarly apply to successive
Reorganization Events.




(c)  The provisions of this Section 5.6 shall apply only
after the Effective Time.




42









SECTION 5.7.   NOTICE OF ADJUSTMENTS AND CERTAIN OTHER
EVENTS.




(a)  Whenever the Settlement Rate is adjusted as provided in


Section 5.6, the Company shall:




(i)  forthwith compute the adjusted Settlement
Rate in accordance with Section 5.6 and prepare and
transmit to the Agent an Officers' Certificate setting
forth the Settlement Rate, the method by which it was
calculated in reasonable detail, and the facts
requiring such adjustment and upon which such
adjustment is based; and




(ii) within 10 Business Days following the
occurrence of an event that requires an adjustment to
the Settlement Rate pursuant to Section 5.6 (or if the
Company is not aware of such occurrence, as soon as
practicable after becoming so aware), provide a written
notice to the Holders of the Units of the occurrence of
such event and a statement in reasonable detail setting
forth the method by which the adjustment to the
Settlement Rate was determined and setting forth the
adjusted Settlement Rate.




(b)  The Agent shall not at any time be under any duty or
responsibility to any Holder of Units to determine whether any facts
exist which may require any adjustment of the Settlement Rate, or with
respect to the nature or extent or calculation of any such adjustment
when made, or with respect to the method employed in making the same.
The Agent shall be fully protected in relying on any such Officer's
Certificate and any adjustment contained therein.  The Agent shall not
be deemed to have knowledge of any adjustment until it has received
such Officer's Certificate.  The Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares
of Common Stock, or of any securities or property, which may at the
time be issued or delivered with respect to any Purchase Contract and
the Agent makes no representation with respect to such matters.  The
Agent shall not be responsible for any failure of the Company to
issue, transfer or deliver any shares of Common Stock pursuant to a
Purchase Contract or to comply with any of the duties,
responsibilities or covenants of the Company contained in this
Article.




SECTION 5.8.   TERMINATION EVENT; NOTICE.  The Purchase
Contracts and all obligations and rights of the Company and the
Holders under them, including, without limitation, the rights and
obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action
by any Holder, the Agent or the Company, if, on or prior to the
Purchase Contract Settlement Date, a Termination Event shall have
occurred.  Upon and after the occurrence of a Termination Event, the




43









Units shall represent the right to receive the Debentures forming a
part of such Units in the case of Corporate Units, or Treasury
Securities in the case of Treasury Units, in accordance with the
provisions of Section 5.4 of the Pledge Agreement.  Upon the
occurrence of a Termination Event, the Company shall promptly, but
within two Business Days, give written notice to the Agent, the
Collateral Agent and the Holders, at their addresses as they appear in
the Register.




SECTION 5.9.   [INTENTIONALLY OMITTED].




SECTION 5.10.  NO FRACTIONAL SHARES.   No fractional shares
or scrip representing fractional shares of Common Stock shall be
issued or delivered upon settlement on the Purchase Contract
Settlement Date.  If Certificates evidencing more than one Purchase
Contract shall be surrendered for settlement at one time by the same
Holder, the number of full shares of Common Stock which shall be
delivered upon settlement shall be computed on the basis of the
aggregate number of Purchase Contracts evidenced by the Certificates
so surrendered.  Instead of any fractional share of Common Stock which
would otherwise be deliverable upon settlement of any Purchase
Contracts on the Purchase Contract Settlement Date, the Company,
through the Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional
shares times the Applicable Market Value.  The Company shall provide
the Agent from time to time with sufficient funds to permit the Agent
to make all cash payments required by this Section 5.10 in a timely
manner.




SECTION 5.11.  CHARGES AND TAXES.  The Company will pay all
stock transfer and similar taxes attributable to the initial issuance
and delivery of the shares of Common Stock pursuant to the Purchase
Contracts; PROVIDED, that the Company shall not be required to pay any
such tax or taxes which may be payable in respect of any exchange of
or substitution for a Certificate evidencing a Units or any issuance
of a share of Common Stock in a name other than that of the registered
Holder of a Certificate surrendered in respect of the Units evidenced
by such Certificate, other than in the name of the Agent, as custodian
for such Holder, and the Company shall not be required to issue or
deliver such share certificates or Certificates unless or until the
Person or Persons requesting the transfer or issuance shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.





ARTICLE VI






REMEDIES





SECTION 6.1.   UNCONDITIONAL RIGHT OF HOLDERS TO PURCHASE
COMMON STOCK.   The Holder of any Corporate Unit or Treasury Unit
shall have the right, which is absolute and unconditional, to purchase
Common Stock (or any other securities into which the Common Stock may




44









be converted) pursuant to the Purchase Contract that is a part of such
Unit and to institute suit for the enforcement of such right to
purchase Common Stock (or any other securities into which the Common
Stock may be converted); and such rights shall not be impaired without
the consent of such Holder.




SECTION 6.2.   RESTORATION OF RIGHTS AND REMEDIES.   If any
Holder has instituted any proceeding to enforce any right or remedy
under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to such
Holder, then, and in every such case, subject to any determination in
such proceeding, the Company and such Holder shall be restored
severally and respectively to their former positions under this
Agreement and thereafter all rights and remedies of such Holder shall
continue as though no such proceeding had been instituted.




SECTION 6.3.   RIGHTS AND REMEDIES CUMULATIVE.   Except as
otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Certificates in the last
paragraph of Section 3.10, no right or remedy conferred upon or
reserved to the Holders in this Agreement is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other
right and remedy given in this Agreement or now or subsequently
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy under this Agreement or otherwise
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.




SECTION 6.4.   DELAY OR OMISSION NOT WAIVER.   No delay or
omission of any Holder to exercise any right or remedy upon a default
shall impair any such right or remedy or constitute a waiver of any
such right.  Every right and remedy given by this Article or by law to
the Holders may be exercised from time to time, and as often as may be
deemed expedient, by such Holders.




SECTION 6.5.   UNDERTAKING FOR COSTS.   All parties to this
Agreement agree, and each Holder of Corporate Units or Treasury Units,
by its acceptance of such Corporate Units or Treasury Units shall be
deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this
Agreement, or in any suit against the Agent for any action taken,
suffered or omitted by it as Agent, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or
defenses made by such party litigant; PROVIDED, that the provisions of
this Section shall not apply to any suit instituted by the Company, to
any suit instituted by the Agent, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% of
the Outstanding Units, or to any suit instituted by any Holder for the




45









enforcement of the right to purchase shares of Common Stock (or any
other securities into which the Common Stock may be converted) under
the Purchase Contract constituting part of any Unit held by such
Holder.




SECTION 6.6.   WAIVER OF STAY OR EXTENSION LAWS.   The
Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner claim or
take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time subsequently in force, which may affect
the covenants or the performance of this Agreement.  The Company (to
the extent that it may lawfully do so) 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 granted to the Agent or the
Holders in this Agreement, but will suffer and permit the execution of
every such power as though no such law had been enacted.





ARTICLE VII






THE AGENT





SECTION 7.1.   CERTAIN DUTIES AND RESPONSIBILITIES.




(a)  (1)  The Agent undertakes to perform, with respect
to the Units, such duties and only such duties as are
specifically set forth in this Agreement and the Pledge
Agreement, and no implied covenants or obligations shall be
read into this Agreement or the Pledge Agreement against the
Agent; and




(2)  in the absence of bad faith or negligence on
its part, the Agent may, with respect to the Units,
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed in them, upon
certificates or opinions furnished to the Agent and
conforming to the requirements of this Agreement or the
Pledge Agreement, as applicable, but in the case of any
certificates or opinions which by any provision of this
Agreement are specifically required to be furnished to the
Agent, the Agent shall be under a duty to examine the same
to determine whether or not they conform to the requirements
of this Agreement or the Pledge Agreement, as applicable.




(b)  No provision of this Agreement or the Pledge Agreement
shall be construed to relieve the Agent from liability for its own
negligent action, its own negligent failure to act, or its own wilful
misconduct, except that:




(1)  this Subsection shall not be construed to
limit the effect of Subsection (a) of this Section;




46









(2)  the Agent shall not be liable for any error
of judgment made by a Responsible Officer, unless it shall
be proved that the Agent was negligent in ascertaining the
pertinent facts; and




(3)  no provision of this Agreement or the Pledge
Agreement shall require the Agent to expend or risk its own
funds or otherwise incur any financial liability in the
performance of any of its duties under this Agreement, or in
the exercise of any of its rights or powers, if it shall
have reasonable grounds to believe that repayment of such
funds or adequate indemnity against such risk or liability,
as the case may be, is not reasonably assured to it.




(c)  Whether or not expressly so provided, every provision
of this Agreement and the Pledge Agreement relating to the conduct or
affecting the liability of or affording protection to the Agent shall
be subject to the provisions of this Section.




(d)  The Agent is authorized to execute and deliver the
Pledge Agreement in its capacity as Agent.




SECTION 7.2.   NOTICE OF DEFAULT.   Within 30 days after the
occurrence of any default by the Company under this Agreement of which
a Responsible Officer of the Agent has actual knowledge, the Agent
shall transmit by mail to the Company and the Holders of Units, as
their names and addresses appear in the Register, notice of such
default, unless such default shall have been cured or waived.




SECTION 7.3.   CERTAIN RIGHTS OF AGENT.   Subject to the
provisions of Section 7.1:




(a)  the Agent may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, Debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;




(b)  any request or direction of the Company mentioned in
this Agreement shall be sufficiently evidenced by an Officers'
Certificate, Issuer Order or Issuer Request, and any resolution of the
Board of Directors of the Company may be sufficiently evidenced by a
Board Resolution;




(c)  whenever in the administration of this Agreement or the
Pledge Agreement the Agent shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting to take
any action under this Agreement, the Agent (unless other evidence is
specifically herein prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate of the Company;




47









(d)  the Agent may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it under this Agreement in good faith and in reliance on
such advice or Opinion of Counsel;




(e)  the Agent shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, Debenture, note, other evidence of indebtedness
or other paper or document, but the Agent, in its discretion, may make
such further inquiry or investigation into such facts or matters
related to the execution, delivery and performance of the Purchase
Contracts as it may see fit, and, if the Agent shall determine to make
such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Company, personally or by agent
or attorney, at reasonable times and upon reasonable advance notice
given to the Company; and




(f)  the Agent may execute any of its powers or perform its
duties under this Agreement either directly or by or through agents or
attorneys or an Affiliate and the Agent shall not be responsible for
any misconduct or negligence on the part of any agent or attorney or
an Affiliate appointed with due care by it.




SECTION 7.4.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
UNITS.   The recitals contained in this Agreement, the Pledge
Agreement and in the Certificates (except for the Agent's certificate
of authentication) shall be taken as the statements of the Company and
the Agent assumes no responsibility for their accuracy.  The Agent
makes no representations as to the validity or sufficiency of either
this Agreement or of the Units, or of the Pledge Agreement or the
Pledge.  The Agent shall not be accountable for the use or application
by the Company of the proceeds in respect of the Purchase Contracts.




SECTION 7.5.   MAY HOLD UNITS.   Any Registrar or any other
agent of the Company, or the Agent and its Affiliates, in their
individual or any other capacity, may become the owner or pledgee of
Units and may otherwise deal with the Company, the Collateral Agent or
any other Person with the same rights it would have if it were not
Registrar or such other agent, or the Agent.




SECTION 7.6.   MONEY HELD IN CUSTODY.   Money held by the
Agent in custody under this Agreement need not be segregated from the
other funds except to the extent required by law or provided in this
Agreement.  The Agent shall be under no obligation to invest or pay
interest on any money received by it under this Agreement except as
otherwise agreed in writing with the Company.




48









SECTION 7.7.   COMPENSATION AND REIMBURSEMENT.   The Company
agrees:




(1)  to pay to the Agent from time to time reasonable
compensation for all services rendered by it under
this Agreement and under the Pledge Agreement;




(2)  except as otherwise expressly provided for in this
Agreement, to reimburse the Agent upon its request
for all reasonable expenses, disbursements and
advances incurred or made by the Agent (A) in
accordance with any provision of this Agreement
and the Pledge Agreement, (B) in connection with
the negotiation, preparation, execution and
delivery of this Agreement and the Pledge
Agreement, and (C) in connection with any
modification, amendment, supplement to or waiver
of the provisions of this Agreement or the Pledge
Agreement (including in each case the reasonable
compensation and the expenses and disbursements of
its agents and counsel), except any such expense,
disbursement or advance as may be attributable to
its negligence or bad faith; and




(3)  to indemnify and hold harmless the Agent and any
predecessor Agent  and each of their respective
directors, officers, agents and employees
(collectively, the "Indemnitees"), from and
against any and all claims, liabilities, losses,
damages, fines, penalties and expenses (including
reasonable fees and expenses of counsel)
(collectively, "Losses" and individually, a
"Loss") incurred without negligence or bad faith
on its part that may be imposed on, incurred by,
or asserted against, the Indemnitees or any of
them for following any instructions or other
directions upon which the Agent is entitled to
rely pursuant to the terms of this Agreement and
the Pledge Agreement or arising out of or in
connection with the acceptance or administration
of the Agent's powers and duties under this
Agreement and the Pledge Agreement, including the
Indemnitees' costs and expenses of defending
themselves against any claim in connection with
the exercise or performance of any of the Agent's
powers or duties under this Agreement and the
Pledge Agreement.




SECTION 7.8.   CORPORATE AGENT REQUIRED; ELIGIBILITY.
There shall at all times be an Agent which shall be a Person organized
and doing business under the laws of the United States of America, any
State or the District of Columbia, authorized under such laws to




49









exercise corporate trust powers, having (or being a member of a bank
holding company having) a combined capital and surplus of at least
$150,000,000, subject to supervision or examination by Federal or
State authority and having a Corporate Trust Office in the Borough of
Manhattan, The City of New York, if there be such a corporation in the
Borough of Manhattan, The City of New York, qualified and eligible
under this Article and willing to act on reasonable terms.  If such
Person publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  If at any time the Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect specified in this
Article.




SECTION 7.9.   RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.




(a)  No resignation or removal of the Agent and no
appointment of a successor Agent pursuant to this Article shall become
effective until the acceptance of appointment by the successor Agent
in accordYance with the applicable requirements of Section 7.10.




(b)  The Agent may resign at any time by giving written
notice to the Company 60 days prior to the effective date of such
resignation.  If the instrument of acceptance by a successor Agent
required by Section 7.10 shall not have been delivered to the Agent
within 30 days after the giving of such notice of resignation, the
resigning Agent may petition any court of competent jurisdiction for
the appointment of a successor Agent.




(c)  The Agent may be removed at any time by Act of the
Holders of a majority in number of the Outstanding Units delivered to
the Agent and the Company.




(d)  If at any time:




(1)  the Agent fails to comply with Section 310(b)
of the TIA, as if the Agent were an indenture trustee
under an indenture qualified under the TIA, after
written request for such compliance by the Company or
by any Holder who has been a BONA FIDE Holder of a Unit
for at least six months,




(2)  the Agent shall cease to be eligible under


Section 7.8 and shall fail to resign after written
request by the Company or by any such Holder, or




(3)  the Agent shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver




50









of the Agent or of its property shall be appointed or
any public officer shall take charge or control of the
Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,




then, in any such case, (i) the Company by a Board Resolution may
remove the Agent, or (ii) any Holder who has been a BONA FIDE Holder
of a Unit for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent
jurisdiction for the removal of the Agent and the appointment of a
successor Agent.




(e)  If the Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Agent for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Agent and shall comply with the
applicable requirements of Section 7.10.  If, within one year after
such resignation or removal or within three months of such incapacity
or the occurrence of such vacancy, no successor Agent shall have been
so appointed by the Company and accepted appointment in the manner
required by Section 7.10, any Holder who has been a BONA FIDE Holder
of a Unit for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Agent.




(f)  The Company shall give, or shall cause such successor
Agent to give, notice of each resignation and each removal of the
Agent and each appointment of a successor Agent by mailing written
notice of such event by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the applicable
Register.  Each notice shall include the name of the successor Agent
and the address of its Corporate Trust Office.




SECTION 7.10.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.




(a)  In case of the appointment of a successor Agent, every
such successor Agent so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Agent an instrument
accepting such appointment, after which the resignation or removal of
the retiring Agent shall become effective and such successor Agent,
without any further act, deed or conveyance, shall become vested with
all the rights, powers, agencies and duties of the retiring Agent.  On
the request of the Company or the successor Agent, such retiring Agent
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Agent all the rights, powers and
agencies of the retiring Agent and shall duly assign, transfer and
deliver to such successor Agent all property and money held by such
retiring Agent under this Agreement.




(b)  Upon request of any such successor Agent, the Company
shall execute any and all instruments for more fully and certainly




51









vesting in and confirming to such successor Agent all such rights,
powers and agencies referred to in paragraph (a) of this Section.




(c)  No successor Agent shall accept its appointment unless
at the time of such acceptance such successor Agent shall be qualified
and eligible under this Article.




SECTION 7.11.  MERGER, CONVERSION, CONSOLIDATION OR
SUCCESSION TO BUSINESS.  Any Person into which the Agent may be merged
or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the
Agent shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Agent, shall be
the successor of the Agent, if such Person shall be otherwise
qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the
parties to this Agreement.  In case any Certificates shall have been
authenticated and executed on behalf of the Holders, but not
delivered, by the Agent then in office, any successor by merger,
conversion or consolidation to such Agent may adopt such
authentication and execution and deliver the Certificates so
authenticated and executed with the same effect as if such successor
Agent had itself authenticated and executed such Units.




SECTION 7.12.  PRESERVATION OF INFORMATION; COMMUNICATIONS
TO HOLDERS.




(a)  The Agent shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders received by
the Agent in its capacity as Registrar.




(b)  If three or more Holders (referred to as "applicants")
apply in writing to the Agent, and furnish to the Agent reasonable
proof that each such applicant has owned a Unit for a period of at
least six months preceding the date of such application, and such
application states that the applicants desire to communicate with
other Holders with respect to their rights under this Agreement or
under the Units and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then
the Agent shall mail to all the Holders copies of the form of proxy or
other communication which is specified in such request, with
reasonable promptness after a tender to the Agent of the materials to
be mailed and of payment, or provision for the payment, of the
reasonable expenses of such mailing.




SECTION 7.13.  NO OBLIGATIONS OF AGENT.   Except to the
extent otherwise expressly provided in this Agreement, the Agent
assumes no obligations and shall not be subject to any liability under
this Agreement, the Pledge Agreement or any Purchase Contract in
respect of the obligations of the Holder of any Unit.  The Company
agrees, and each Holder of a Certificate, by his acceptance of the
Certificate, shall be deemed to have agreed, that the Agent's




52









execution of the Certificates on behalf of the Holders shall be solely
as agent and attorney-in-fact for the Holders, and that the Agent
shall have no obligation to perform such Purchase Contracts on behalf
of the Holders, except to the extent expressly provided in Article
Five.  Anything in this Agreement to the contrary notwithstanding, in
no event shall the Agent or its officers, employees or agents be
liable under this Agreement or the Pledge Agreement to any third party
for indirect, incidental, special, punitive, or consequential loss or
damage of any kind, including lost profits, whether or not the
likelihood of such loss or damage was known to the Agent.




SECTION 7.14.  TAX COMPLIANCE.




(a)  The Company will comply with all applicable
certification, information reporting and withholding (including
"backup" withholding) requirements imposed by applicable tax laws,
regulations or administrative practice with respect to (i) any
payments made with respect to the Units or (ii) the issuance,
delivery, holding, transfer, redemption or exercise of rights under
the Units.  Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely
payment of all amounts required to be withheld to the appropriate
taxing authority or its designated agent.




(b)  The Agent shall comply in accordance with the terms
hereof with any written direction received from the Company with
respect to the execution or certification of any required
documentation and the application of such requirements to particular
payments or Holders or in other particular circumstances, and may for
purposes of this Agreement rely on any such direction in accordance
with the provisions of Section 7.1(a)(2).




(c)  The Agent shall maintain all appropriate records
documenting compliance with such requirements, and shall make such
records available, on written request, to the Company or its
authorized representative within a reasonable period of time after
receipt of such request.





ARTICLE VIII






SUPPLEMENTAL AGREEMENTS





SECTION 8.1.   SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF
HOLDERS.  Without the consent of any Holders, the Company and the
Agent, at any time and from time to time, may enter into one or more
agreements supplemental to this Agreement, in form satisfactory to the
Company and the Agent, for any one or more of the following purposes
only:




(1)  to evidence the succession of another Person to
the Company, and the assumption by any such successor of the




53









covenants and agreements of the Company in this Agreement
and in the Certificates;




(2)  to add to the covenants of the Company for the
benefit of the Holders, or to surrender any right or power
conferred in this Agreement upon the Company;




(3)  to evidence and provide for the acceptance of
appointment by a successor Agent;




(4)  to make provision with respect to the rights of
Holders pursuant to the requirements of Section 5.6(b); or




(5)  to cure any ambiguity, to correct or supplement
any provisions of this Agreement which may be inconsistent
with any other provisions of this Agreement, or to make any
other provisions with respect to such matters or questions
arising under this Agreement; PROVIDED, that such action
shall not adversely affect the interests of the Holders.




SECTION 8.2.   SUPPLEMENTAL AGREEMENTS WITH CONSENT OF
HOLDERS.  With the consent of the Holders of not less than a majority
of the outstanding Purchase Contracts voting together as one class, by
Act of said Holders delivered to the Company and the Agent, the
Company, when authorized by a Board Resolution, and the Agent may
enter into an agreement or agreements supplemental to this Agreement
for the purpose of modifying in any manner the terms of the Purchase
Contracts or the provisions of this Agreement or the rights of the
Holders in respect of the Units; PROVIDED, that, except as
contemplated in this Agreement, no such supplemental agreement shall,
without the unanimous consent of the Holders of each outstanding
Purchase Contract affected,




(1)  change the amount or the type of Collateral
required to be Pledged to secure a Holder's
obligations under the Purchase Contract or
otherwise adversely affect the Holder's rights in
or to such Collateral or adversely alter the
rights in or to such Collateral;




(2)  impair the right to institute suit for the
enforcement of any Purchase Contract;




(3)  reduce the number of shares of Common Stock to be
purchased pursuant to any Purchase Contract,
increase the Purchase Price, change the Purchase
Contract Settlement Date or otherwise adversely
affect the Holder's rights under any Purchase
Contract; or




54









(4)  reduce the percentage of the outstanding Purchase
Contracts the consent of whose Holders is required
for any such supplemental agreement;




and PROVIDED FURTHER, that if any amendment or proposal referred to
above would adversely affect only the Corporate Units or the Treasury
Units, then only the affected class of Holder as of the record date
for the Holders entitled to vote thereon will be entitled to vote on
such amendment or proposal, and such amendment or proposal shall not
be effective except with the consent of Holders of not less than a
majority of such class; and PROVIDED FURTHER, that the unanimous
consent of the Holders of each outstanding Purchase Contract of such
class affected shall be required to approve any amendment or proposal
specified in clauses (1) - (4) above.




It shall not be necessary for any Act of Holders under this


Section to approve the particular form of any proposed supplemental
agreement, but it shall be sufficient if such Act shall approve the
substance of such supplemental agreement.




SECTION 8.3.   EXECUTION OF SUPPLEMENTAL AGREEMENTS.   In
executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications
of the agencies created by this Agreement, the Agent shall be entitled
to receive, and (subject to Section 7.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement.
The Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Agent's own rights, duties or
immunities under this Agreement or otherwise.




SECTION 8.4.   EFFECT OF SUPPLEMENTAL AGREEMENTS.  Upon the
execution of any supplemental agreement under this Article, this
Agreement shall be modified in accordance with it, and such
supplemental agreement shall form a part of this Agreement for all
purposes.  Every Holder of Certificates previously or subsequently
authenticated, executed on behalf of the Holders and delivered shall
be bound by such supplemental agreement.




SECTION 8.5.   REFERENCE TO SUPPLEMENTAL AGREEMENTS.
Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement pursuant
to this Article may, and shall if required by the Agent, bear a
notation in form approved by the Agent as to any matter provided for
in such supplemental agreement.  If the Company shall so determine,
new Certificates so modified as to conform, in the opinion of the
Agent and the Company, to any such supplemental agreement may be
prepared and executed by the Company and authenticated, executed on
behalf of the Holders and delivered by the Agent in exchange for
Outstanding Certificates.




55










ARTICLE IX






CONSOLIDATION, MERGER, SALE OR CONVEYANCE





SECTION 9.1.   COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR
CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS.   The Company
covenants that it will not merge or consolidate with any other Person
or sell, assign, transfer, lease or convey all or substantially all of
its properties and assets to any Person or group of affiliated Persons
in one transaction or a series of related transactions, unless (i)
either the Company shall be the continuing entity or the successor (if
other than the Company) shall be a Person organized and existing under
the laws of the United States of America or a State or the District of
Columbia and such Person shall expressly assume all the obligations of
the Company under the Purchase Contracts, this Agreement and the
Pledge Agreement by one or more supplemental agreements in form
reasonably satisfactory to the Agent and the Collateral Agent,
executed and delivered to the Agent and the Collateral Agent by such
Person, and (ii) the Company or such successor, as the case may be,
shall not, immediately after such merger or consolidation, or such
sale, assignment, transfer, lease or conveyance, be in default in the
performance of any covenant or condition under this Agreement, under
any of the Units or under the Pledge Agreement.




SECTION 9.2.   RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.
In case of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance and upon any such assumption by a successor in
accordance with Section 9.1, such successor shall succeed to and be
substituted for the Company with the same effect as if it had been
named originally as the Company.  Such successor thereafter may cause
to be signed, and may issue either in its own name or in the name of
New NiSource Inc., any or all of the Certificates evidencing Units
issuable under this Agreement which shall not have been signed by the
Company and delivered to the Agent; and, upon the order of such
successor, instead of the Company, and subject to all the terms,
conditions and limitations in this Agreement prescribed, the Agent
shall authenticate and execute on behalf of the Holders and deliver
any Certificates which previously shall have been signed and delivered
by the officers of the Company to the Agent for authentication and
execution, and any Certificate evidencing Units which such successor
thereafter shall cause to be signed and delivered to the Agent for
that purpose.  All the Certificates issued shall in all respects have
the same legal rank and benefit under this Agreement as the
Certificates previously or subsequently issued in accordance with the
terms of this Agreement as though all of such Certificates had been
issued at the date of the execution of this Agreement.




In case of any such consolidation, merger, sale, assignment,
transfer, lease or conveyance, such change in phraseology and form
(but not in substance) may be made in the Certificates evidencing
Units to be issued subsequently as may be appropriate.




56









SECTION 9.3.   OPINION OF COUNSEL GIVEN TO AGENT.   The
Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger,
sale, assignment, transfer, lease or conveyance, and any such
assumption, complies with the provisions of this Article and that all
conditions precedent to the consummation of any such consolidation,
merger, sale, assignment, transfer, lease or conveyance have been met.





ARTICLE X






COVENANTS





SECTION 10.1.  PERFORMANCE UNDER PURCHASE CONTRACTS.   The
Company covenants and agrees for the benefit of the Holders from time
to time of the Units that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms
of the Purchase Contracts and this Agreement.




SECTION 10.2.  MAINTENANCE OF OFFICE OR AGENCY.  The Company
will maintain in the Borough of Manhattan, The City of New York, an
office or agency where Certificates may be presented or surrendered
for acquisition of shares of Common Stock upon settlement of the
Purchase Contracts on the Purchase Contract Settlement Date and for
transfer of Collateral upon occurrence of a Termination Event, where
Certificates may be surrendered for registration of transfer or
exchange, for a Collateral Substitution or re-establishment of a
Corporate Unit and where notices and demands to or upon the Company in
respect of the Units and this Agreement may be served.  The Company
will give prompt written notice to the Agent 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 the Agent with the address of such office or
agency, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office, and the Company appoints
the Agent as its agent to receive all such presentations, surrenders,
notices and demands.




The Company may also from time to time designate one or more
other offices or agencies where Certificates 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 Borough of Manhattan, The City
of New York, for such purposes.  The Company will give prompt written
notice to the Agent of any such designation or rescission and of any
change in the location of any such other office or agency.  The
Company designates as the place of payment for the Units the Corporate
Trust Office and appoints the Agent at its Corporate Trust Office as
paying agent in such city.




57









SECTION 10.3.  COMPANY TO RESERVE COMMON STOCK.  The Company
shall at all times prior to the Purchase Contract Settlement Date
reserve and keep available, free from preemptive rights, out of its
authorized but unissued and unreserved Common Stock, the maximum
number of shares of Common Stock issuable against tender of payment in
respect of all Purchase Contracts constituting a part of the Units
evidenced by Outstanding Certificates.




SECTION 10.4.  COVENANTS AS TO COMMON STOCK.   The Company
covenants that all shares of Common Stock which may be issued against
tender of payment in respect of any Purchase Contract constituting a
part of the Outstanding Units will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable.




SECTION 10.5.  STATEMENTS OF OFFICERS OF THE COMPANY AS TO
DEFAULT.  The Company will deliver to the Agent, within 120 days after
the end of each fiscal year of the Company (which as of the date of
this Agreement is December 31) ending after the date of this
Agreement, an Officers' Certificate (one of the signers of which shall
be the principal executive officer, principal financial officer or
principal accounting officer of the Company), stating whether or not
to the best knowledge of the signers the Company is in default in the
performance and observance of any of the terms, provisions and
conditions of this Agreement, and if the Company shall be in default,
specifying all such defaults and their nature and status of which they
may have knowledge.




SECTION 10.6.  ERISA.   Each Holder from time to time of the
Corporate Units which is a Plan represents that its acquisition of the
Corporate Units and the holding of the same satisfies the applicable
fiduciary requirements of ERISA and that it is entitled to exemption
relief from the prohibited transaction provisions of ERISA and the
Code in accordance with one or more prohibited transaction exemptions
or that its participation in these transactions otherwise will not
result in a nonexempt prohibited transaction.




58









IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed as of the day and year first above written.





NEW NISOURCE INC.





By:  _________________________


Name:


Title:





THE CHASE MANHATTAN BANK, as


Purchase Contract Agent





By:  _________________________


Name:


Title:




59










EXHIBIT A






FACE OF CORPORATE SAILS{SM} CERTIFICATE





"THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING
OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY.  THIS
CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF
A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO
TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."





NO. _______                                      CUSIP NO. 65473P 60 0


NUMBER OF CORPORATE SAILS{SM} ________






NISOURCE INC.


CORPORATE STOCK APPRECIATION INCOME LINKED SECURITY{SM}





This Corporate Unit Certificate certifies that Cede & Co. is
the registered Holder of the number of Corporate Stock Appreciation
Income Linked Securities{SM} ("SAILS{SM}" or "Units") set forth above.
Each Corporate Unit consists of (i) beneficial ownership by the Holder
of one Debenture (the "Debenture") of NiSource Inc., a Delaware
corporation (the "Company"), in the aggregate principal amount at
maturity of $_________, subject to the Pledge of such Debenture by
such Holder pursuant to the Pledge Agreement, and (ii) the rights and
obligations of the Holder under one Purchase Contract with the
Company.  All capitalized terms used in this Certificate which are
defined in the Purchase Contract Agreement (as defined on the reverse
side) have the respective meanings set forth in the Purchase Contract
Agreement.




Pursuant to the Pledge Agreement, the Debenture constituting
part of each Corporate Unit evidenced by this Certificate has been
pledged to the Collateral Agent, for the benefit of the Company, to




A-1









secure the obligations of the Holder under the Purchase Contract
comprising a portion of such Corporate Unit.




Each Purchase Contract obligates the Holder of this
Corporate Unit Certificate to purchase, and the Company to sell, on
________ __, 2004 (the "Purchase Contract Settlement Date"), at a
price equal to $2.60 (the "Stated Amount"), a number of newly issued
common shares, without par value ("Common Stock"), of the Company,
equal to the Settlement Rate, unless on or prior to the Purchase
Contract Settlement Date there shall have occurred a Termination Event
with respect to the Corporate Unit of which such Purchase Contract is
a part, all as provided in the Purchase Contract Agreement and more
fully described on the reverse of this Certificate.  The purchase
price (the "Purchase Price") for the shares of Common Stock purchased
pursuant to each Purchase Contract evidenced by this Certificate, if
not paid earlier, shall be paid on the Purchase Contract Settlement
Date by separate cash or by application of payment received in respect
of the principal amount of the Pledged Debentures pursuant to their
Remarketing, pledged to secure the obligations under such Purchase
Contract of the Holder of the Corporate Unit of which such Purchase
Contract is a part.




REFERENCE IS MADE TO THE FURTHER PROVISIONS SET FORTH ON THE
REVERSE OF THIS CERTIFICATE, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.




Unless the certificate of authentication has been executed
by the Agent by manual signature, this Corporate Unit Certificate
shall not be entitled to any benefit under the Pledge Agreement or the
Purchase Contract Agreement or be valid or obligatory for any purpose.




A-2









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





NISOURCE INC.





By:  ______________________________


Name:


Title:




By:  ______________________________


Name:


Title:





HOLDER SPECIFIED ABOVE (as to



obligations of such Holder under


the Purchase Contracts evidenced by


this Certificate)




By:  THE CHASE MANHATTAN BANK,


not individually but solely as


Attorney-in-Fact of such


Holder




By:  ______________________________


Name:


Title:






Dated:




A-3










AGENT'S CERTIFICATE OF AUTHENTICATION





This is one of the Corporate SAILS{SM} Certificates referred
to in the within mentioned Purchase Contract Agreement.




By:  THE CHASE MANHATTAN BANK,


as Purchase Contract
Agent




By:  _________________________
Authorized Officer




A-4









(FORM OF REVERSE OF CORPORATE SAILS{SM} CERTIFICATE)




Each Purchase Contract evidenced by this Certificate is
governed by the Purchase Contract Agreement, dated as of ____________,
2000 (as it may be supplemented from time to time, the "Purchase
Contract Agreement"), between the Company and The Chase Manhattan
Bank, as Purchase Contract Agent (including its successors, the
"Agent"), to which Purchase Contract Agreement and supplemental
agreements to it reference is made for a description of the respective
rights, limitations of rights, obligations, duties and immunities of
the Agent, the Company and the Holders and of the terms upon which the
Corporate Unit Certificates are, and are to be, executed and
delivered.




Each Purchase Contract evidenced by this Certificate
obligates the Holder of this Corporate Unit Certificate to purchase,
and the Company to sell, on the Purchase Contract Settlement Date at a
price equal to the Stated Amount (the "Purchase Price"), a number of
shares of Common Stock of the Company equal to the Settlement Rate,
unless, on or prior to the Purchase Contract Settlement Date, there
shall have occurred a Termination Event with respect to the Units of
which such Purchase Contract is a part.  The "Settlement Rate" is
equal to (a) if the Applicable Market Value (as defined below) is
equal to or greater than $23.10 (the "Threshold Appreciation Price"),
0.1126 shares of Common Stock per Purchase Contract, (b) if the
Applicable Market Value is less than the Threshold Appreciation Price
but is greater than $16.50, the number of shares of Common Stock per
Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value, and (c) if the Applicable Market Value is less than or
equal to $16.50, 0.1576 shares of Common Stock per Purchase Contract,
in each case subject to adjustment as provided in the Purchase
Contract Agreement.  No fractional shares of Common Stock will be
issued upon settlement of Purchase Contracts, as provided in the
Purchase Contract Agreement.




Each Purchase Contract evidenced by this Certificate which
is settled through Cash Settlement shall obligate the Holder of the
related Corporate Units to purchase at the Purchase Price, and the
Company to sell, a number of newly issued shares of Common Stock equal
to the Settlement Rate.




The "Applicable Market Value" means the average of the
Closing Price per share of Common Stock on each of the 30 Trading Days
ending on the third Trading Day immediately preceding the Purchase
Contract Settlement Date.  The "Closing Price" of the Common Stock on
any date of determination means (i) the closing sale price (or, if no
closing price is reported, the last reported sale price) of the Common
Stock on the New York Stock Exchange (the "NYSE") on such date, (ii)
if the Common Stock is not listed for trading on the NYSE on any such
date, the closing sale price as reported in the composite transactions
for the principal United States securities exchange on which the




A-5









Common Stock is so listed, (iii) if the Common Stock is not so listed
on a United States national or regional securities exchange, the
closing sale price as reported by The Nasdaq Stock Market, (iv) if the
Common Stock is not so reported, the last quoted bid price for the
Common Stock in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or (v) if such bid
price is not available, the average of the mid-point of the last bid
and ask prices of the Common Stock on such date from at least three
nationally recognized independent investment banking firms retained
for this purpose by the Company.  A "Trading Day" means a day on which
the Common Stock (A) is not suspended from trading on any national or
regional securities exchange or association or over-the-counter market
at the close of business and (B) has traded at least once on the
national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of
the Common Stock.




In accordance with the terms of the Purchase Contract
Agreement, the Holder of this Corporate Unit Certificate may pay the
Purchase Price for the shares of Common Stock purchased pursuant to
each Purchase Contract evidenced by this Certificate by effecting a
Cash Settlement or from the proceeds of a remarketing of the related
Pledged Debentures.  A Holder of Corporate Units which fails to notify
the Agent of its intention to effect a Cash Settlement on or prior to
11:00 a.m., New York City time, on the seventh Business Day
immediately preceding the Purchase Contract Settlement Date or does so
notify the Agent but fails to pay the Purchase Price as provided in
the Purchase Contract Agreement prior to 11:00 a.m., New York City
time, on the fifth Business Day immediately preceding the Purchase
Contract Settlement Date, shall pay the Purchase Price for the shares
of Common Stock to be issued under the related Purchase Contract from
the proceeds of the sale of the related Pledged Debentures held by the
Collateral Agent.  Such sale will be made by the Remarketing Agent
pursuant to the terms of the Remarketing Agreement on the third
Business Day immediately preceding the Purchase Contract Settlement
Date.  As provided in the Purchase Contract Agreement, upon the
occurrence of a Failed Remarketing the Collateral Agent, for the
benefit of the Company, shall exercise its rights as a secured party
with respect to the Pledged Debentures related to this Corporate Unit
Certificate in the manner provided for in the Purchase Contract
Agreement.




The Company shall not be obligated to issue any shares of
Common Stock in respect of a Purchase Contract or deliver any
certificates for such shares to the Holder unless it shall have
received payment of the aggregate purchase price for the shares of
Common Stock to be purchased under such Purchase Contract in the
manner set forth in this Certificate.




Each Purchase Contract evidenced by this Certificate and all
obligations and rights of the Company and the Holder under such
Purchase Contract shall immediately and automatically terminate if a




A-6









Termination Event shall occur.  Upon the occurrence of a Termination
Event, the Company shall give written notice to the Agent, the
Collateral Agent and the Holders at their addresses as they appear in
the Corporate Unit Register.  Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged
Debenture forming a part of each Corporate Unit from the Pledge.  A
Corporate Unit shall thereafter represent the right to receive the
Debenture forming a part of such Corporate Unit, in accordance with
the terms of the Purchase Contract Agreement and the Pledge Agreement.




Under the terms of the Pledge Agreement, the Agent will be
entitled to exercise the voting and any other consensual rights with
respect to modifications or amendments of the Indenture pertaining to
the Pledged Debentures, but only to the extent instructed in writing
by the Holders.  Upon receipt of notice of any meeting at which
holders of Debentures are entitled to vote or upon the solicitation of
consents, waivers or proxies of holders of Debentures, the Agent
shall, as soon as practicable, mail to the Corporate Unit Holders a
notice (a) containing such information as is contained in the notice
or solicitation, (b) stating that each Corporate Unit Holder on the
record date set by the Agent (which, to the extent possible, shall be
the same date as the record date for determining the holders of
Debentures entitled to vote) shall be entitled to instruct the Agent
as to the exercise of the voting rights pertaining to the Debentures
constituting a part of such Holder's Corporate Units and (c) stating
the manner in which such instructions may be given.  Upon the written
request of the Corporate Unit Holders on such record date received by
the Collateral Agent at least six days prior to such meeting, the
Agent shall endeavor insofar as practicable to vote or cause to be
voted, in accordance with the instructions set forth in such requests,
the maximum number of Debentures as to which any particular voting
instructions are received.  In the absence of specific instructions
from the Holder of a Corporate Unit, the Agent shall abstain from
voting the Debenture evidenced by such Corporate Unit.




The Corporate Unit Certificates are issuable only in
registered form and only in denominations of a single Corporate Unit
and any integral multiple of it.   The transfer of any Corporate Unit
Certificate will be registered and Corporate Unit Certificates may be
exchanged as provided in the Purchase Contract Agreement.  The
Corporate Unit Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement.  No service charge shall be required
for any such registration of transfer or exchange, but the Company and
the Agent may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with such
transactions.  A Holder who elects to substitute a Treasury Security
for Debentures, thereby creating Treasury Units, shall be responsible
for any fees or expenses payable in connection with the substitution.
Except as provided in the Purchase Contract Agreement, for so long as
the Purchase Contract underlying a Corporate Unit remains in effect,
such Corporate Unit shall not be separable into its constituent parts,




A-7









and the rights and obligations of the Holder of such Corporate Unit in
respect of the Debenture and Purchase Contract constituting such
Corporate Unit may be transferred and exchanged only as a Corporate
Unit.  The holder of a Corporate Unit may substitute for the Pledged
Debenture securing its obligation under the related Purchase Contract
Treasury Securities in an aggregate principal amount equal to the
aggregate principal amount at maturity of the Debentures in accordance
with the terms of the Purchase Contract Agreement and the Pledge
Agreement.  From and after such Collateral Substitution, the Unit for
which such Pledged Treasury Securities secures the Holder's obligation
under the Purchase Contract shall be referred to as a "Treasury Unit."
A Holder may make such Collateral Substitution only in integral
multiples of 5,000 Corporate Units for 13 Treasury Units.  Such
Collateral Substitution may cause the equivalent aggregate principal
amount of this Certificate to be increased or decreased.  All such
adjustments to the equivalent aggregate principal amount of this
Corporate Unit Certificate shall be duly recorded by placing an
appropriate notation on the Schedule attached to this Certificate.




A Holder of Treasury Units may recreate Corporate Units at
any time on or prior to the seventh Business Day immediately preceding
the Purchase Contract Settlement Date by delivering to the Securities
Intermediary Debentures of an aggregate principal amount at maturity
equal to the aggregate principal amount at maturity of the Pledged
Treasury Securities in exchange for the release of such Pledged
Treasury Securities in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement.




The Purchase Contracts and all obligations and rights of the
Company and the Holders under them, shall immediately and
automatically terminate, without the necessity of any notice or action
by any Holder, the Agent or the Company, if, on or prior to the
Purchase Contract Settlement Date, a Termination Event shall have
occurred.  Upon the occurrence of a Termination Event, the Company
shall promptly, but within two Business Days, give written notice to
the Agent, the Collateral Agent and the Holders, at their addresses as
they appear in the Corporate Unit Register.  Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release
the Debentures from the Pledge in accordance with the provisions of
the Pledge Agreement.




Upon registration of transfer of this Corporate Unit
Certificate, the transferee shall be bound (without the necessity of
any other action on the part of such transferee, except as may be
required by the Agent pursuant to the Purchase Contract Agreement)
under the terms of the Purchase Contract Agreement and the Purchase
Contracts evidenced by this Certificate and the transferor shall be
released from the obligations under the Purchase Contracts evidenced
by this Corporate Unit Certificate.  The Company covenants and agrees,
and the Holder, by its acceptance of this Certificate, likewise
covenants and agrees, to be bound by the provisions of this paragraph.




A-8









The Holder of this Corporate Unit Certificate, by its
acceptance of this Certificate, authorizes the Agent to enter into and
perform the related Purchase Contracts forming part of the Corporate
Units evidenced by this Certificate on its behalf as its
attorney-in-fact, expressly withholds any consent to the assumption
(I.E., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case
under the Bankruptcy Code, agrees to be bound by the terms and
provisions of such Purchase Contracts, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, authorizes the Agent to
enter into and perform the Purchase Contract Agreement and the Pledge
Agreement on its behalf as its attorney-in-fact, and consents to the
Pledge of the Debentures underlying this Corporate Unit Certificate
pursuant to the Pledge Agreement.  The Holder further covenants and
agrees that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms
of such agreements, payments received, pursuant to the Remarketing, in
respect of the principal amount of the Pledged Debentures shall be
paid by the Collateral Agent to the Company in satisfaction of such
Holder's obligations under such Purchase Contract and such Holder
shall acquire no right, title or interest in such payments.




Subject to certain exceptions, the provisions of the
Purchase Contract Agreement may be amended with the consent of the
Holders of a majority of the Purchase Contracts.




The Purchase Contracts shall for all purposes be governed
by, and construed in accordance with, the internal law of the State of
New York, without giving effect to any contrary conflict of laws or
choice of law provisions of the law of the State of New York or any
other jurisdiction.




The Company, the Agent and its Affiliates and any agent of
the Company or the Agent may treat the Person in whose name this
Corporate Unit Certificate is registered as the owner of the Corporate
Units evidenced by this Certificate for all purposes, notwithstanding
any notice to the contrary, and neither the Company, the Agent nor any
such agent shall be affected by notice to the contrary.




The Purchase Contracts shall not, prior to settlement,
entitle the Holder to any of the rights of a holder of shares of
Common Stock.




A copy of the Purchase Contract Agreement is available for
inspection at the offices of the Agent.




A-9












ABBREVIATIONS





The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:










TEN COM -              as tenants in common

UNIF GIFT MIN ACT -    -------------Custodian----------
                       (cust)                   (minor)

                       Under Uniform Gifts to Minors
                       Act of _______
                       ________________________________


TEN ENT -              as tenants by the entireties
JT TEN -               as joint tenants with right of
                       survivorship and not as tenants
                       in common














Additional abbreviations may also be used though not in the above

list.









FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto










(Please insert Social Security or Taxpayer I.D. or other Identifying
Number of Assignee)













(Please Print or Type Name and Address Including Postal Zip Code of
Assignee)


the within Corporate Unit Certificates and all rights thereunder,
hereby irrevocably constituting and appointing







attorney to transfer said Corporate Unit Certificates on the books of
New NiSource Inc. with full power of substitution in the premises.




Dated:__________________ ______________________________________
Signature




NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Corporate Unit Certificates
in every particular, without
alteration or enlargement or any
change whatsoever.




Signature Guarantee: ___________________________________




A-10










SETTLEMENT INSTRUCTIONS





The undersigned Holder directs that a certificate for shares
of Common Stock deliverable upon settlement on or after the Purchase
Contract Settlement Date of the Purchase Contracts underlying the
number of Corporate Units evidenced by this Corporate Unit Certificate
be registered in the name of, and delivered, together with a check in
payment for any fractional share, to the undersigned at the address
indicated below unless a different name and address have been
indicated below.  If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.












Dated: _______________________      _______________________________
                                    Signature
                                    Signature Guarantee:___________
                                    (if assigned to another person)

If shares are to be registered in
the name of and delivered to a      REGISTERED HOLDER
Person other than the Holder,
please (i) print such Person's
name and address and (ii) provide
a guarantee of your signature:

                                    Please print name and address of
                                    Registered Holder:

_______________________________     _______________________________
               Name                               Name

_______________________________     _______________________________
              Address                            Address

_______________________________     _______________________________

_______________________________     _______________________________

_______________________________     _______________________________


Social Security or other
Taxpayer Identification             _______________________________
Number, if any














Transfer Instructions for Pledged Debentures Transferable Upon a
Termination Event:













A-11










[TO BE ATTACHED TO GLOBAL CERTIFICATES]








SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE





The following increases or decreases in this Global Certificate have
been made:










                                        Number of
          Amount of      Amount of        Units
         decrease in    increase in   evidenced by
          Number of      Number of     this Global   Signature of
            Units          Units       Certificate    authorized
        evidenced by   evidenced by     following     officer of
         the Global     the Global    such decrease    Agent or
Date     Certificate    Certificate    or increase    Depositary














A-12










EXHIBIT B






FACE OF TREASURY SAILS{SM} CERTIFICATE





"THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING
OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY.  THIS
CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF
A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO
TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."





NO.  _____                                       CUSIP NO. 65473P 70 9


NUMBER OF TREASURY SAILS{SM} _________






NISOURCE INC.


TREASURY STOCK APPRECIATION INCOME LINKED SECURITY{SM}





This Treasury Unit Certificate certifies that Cede & Co. is
the registered Holder of the number of Treasury Stock Appreciation
Income Linked Securities{SM} ("SAILS{SM}" or "Units") set forth above.
Each Treasury Unit consists of (i) a beneficial ownership interest of
a Treasury Security having a principal amount at maturity equal to
$_____, subject to the Pledge of such Treasury Security by such Holder
pursuant to the Pledge Agreement, and (ii) the rights and obligations
of the Holder under one Purchase Contract with NiSource Inc., a
Delaware corporation (the "Company").  All capitalized terms used in
this Certificate which are defined in the Purchase Contract Agreement
(as defined on the reverse of this Certificate) have the meaning set
forth in the Purchase Contract Agreement.




B-1









Pursuant to the Pledge Agreement, the Treasury Securities
constituting part of each Treasury Unit evidenced by this Certificate
have been pledged to the Collateral Agent, for the benefit of the
Company, to secure the obligations of the Holder under the Purchase
Contract comprising a portion of such Treasury Unit.




Each Purchase Contract evidenced by this Certificate
obligates the Holder of this Treasury Unit Certificate to purchase,
and the Company to sell, on ________ __, 2004 (the "Purchase Contract
Settlement Date"), at a price equal to $2.60 (the "Stated Amount"), a
number of common shares, without par value ("Common Stock"), of the
Company equal to the Settlement Rate, unless on or prior to the
Purchase Contract Settlement Date there shall have occurred a
Termination Event with respect to the Treasury Unit of which such
Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse of this Certificate.
The purchase price for the shares of Common Stock purchased pursuant
to each Purchase Contract evidenced by this Certificate, if not paid
earlier, shall be paid on the Purchase Contract Settlement Date by
separate cash or by application of the principal amount of the
Treasury Securities pledged to secure the obligations under such
Purchase Contract in accordance with the terms of the Pledge
Agreement.




REFERENCE IS MADE TO THE FURTHER PROVISIONS SET FORTH ON THE
REVERSE OF THIS CERTIFICATE, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.




Unless the certificate of authentication has been executed
by the Agent by manual signature, this Treasury Unit Certificate shall
not be entitled to any benefit under the Pledge Agreement or the
Purchase Contract Agreement or be valid or obligatory for any purpose.




B-2









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





NISOURCE INC.





By:  _____________________________


Name:


Title:




By:  _____________________________


Name:


Title:





HOLDER SPECIFIED ABOVE (as to



obligations of such Holder under


the Purchase Contracts)





By:  THE CHASE MANHATTAN BANK, not



individually but solely as


Attorney-in-Fact of such


Holder




By:  _____________________________


Name:


Title:




Dated:




B-3










AGENT'S CERTIFICATE OF AUTHENTICATION





This is one of the Treasury SAILS{SM} referred to in the
within-mentioned Purchase Contract Agreement.





By:  THE CHASE MANHATTAN BANK, as


Purchase Contract Agent





By:  ____________________________


Authorized Officer




B-4









(REVERSE OF TREASURY SAILS{SM} CERTIFICATE)




Each Purchase Contract evidenced by this Certificate is
governed by the Purchase Contract Agreement, dated as of ____________,
2000 (as it may be supplemented from time to time, the "Purchase
Contract Agreement") between the Company and The Chase Manhattan Bank,
as Purchase Contract Agent (including its successors under that
agreement, the "Agent"), to which Purchase Contract Agreement and
supplemental agreements to it reference is made for a description of
the respective rights, limitations of rights, obligations, duties and
immunities of the Agent, the Company and the Holders and of the terms
upon which the Treasury Unit Certificates are, and are to be, executed
and delivered.




Each Purchase Contract evidenced by this Certificate
obligates the Holder of this Treasury Unit Certificate to purchase,
and the Company to sell, on the Purchase Contract Settlement Date at a
price equal to the Stated Amount (the "Purchase Price") a number of
shares of Common Stock of the Company equal to the Settlement Rate,
unless on or prior to the Purchase Contract Settlement Date, there
shall have occurred a Termination Event with respect to the Units of
which such Purchase Contract is a part.  The "Settlement Rate" is
equal to (a) if the Applicable Market Value (as defined below) is
equal to or greater than $23.10 (the "Threshold Appreciation Price"),
0.1126 shares of Common Stock per Purchase Contract, (b) if the
Applicable Market Value is less than the Threshold Appreciation Price
but is greater than $16.50, the number of shares of Common Stock per
Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value, and (c) if the Applicable Market Amount is less than or
equal to $16.50, then 0.1576 shares of Common Stock per Purchase
Contract, in each case subject to adjustment as provided in the
Purchase Contract Agreement.  No fractional shares of Common Stock
will be issued upon settlement of Purchase Contracts, as provided in
the Purchase Contract Agreement.




Each Purchase Contract evidenced by this Certificate which
is settled through Cash Settlement shall obligate the Holder of the
related Treasury Unit to purchase at the Purchase Price for cash, and
the Company to sell, a number of newly issued shares of Common Stock
equal to the Settlement Rate.




The "Applicable Market Value" means the average of the
Closing Prices per share of Common Stock on each of the 30 Trading
Days ending on the third Trading Day immediately preceding the
Purchase Contract Settlement Date.  The "Closing Price" of the Common
Stock on any date of determination means the (i) closing sale price
(or, if no closing price is reported, the last reported sale price) of
the Common Stock on the New York Stock Exchange (the "NYSE") on such
date, (ii) if the Common Stock is not listed for trading on the NYSE
on any such date, the closing sale price as reported in the composite
transactions for the principal United States securities exchange on
which the Common Stock is so listed, (iii) if the Common Stock is not




B-5









so listed on a United States national or regional securities exchange,
the closing sale price as reported by The Nasdaq Stock Market, (iv) if
the Common Stock is not so reported, the last quoted bid price for the
Common Stock in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or (v) if such bid
price is not available, the average of the mid-point of the last bid
and ask prices of the Common Stock on such date from at least three
nationally recognized independent investment banking firms retained
for this purpose by the Company.  A "Trading Day" means a day on which
the Common Stock (A) is not suspended from trading on any national or
regional securities exchange or association or over-the-counter market
at the close of business and (B) has traded at least once on the
national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of
the Common Stock.




In accordance with the terms of the Purchase Contract
Agreement, the Holder of this Treasury Unit shall pay the Purchase
Price for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced by this Certificate either by effecting a
Cash Settlement of each such Purchase Contract or by applying a
principal amount of the Pledged Treasury Security underlying such
Holder's Treasury Unit equal to the Stated Amount of such Purchase
Contract to the purchase of the Common Stock.  A Holder of a Treasury
Unit which fails to notify the Agent of its intention to effect a Cash
Settlement on or prior to 5:00 p.m., New York City time, on the second
Business Day immediately preceding the Purchase Contract Settlement
Date or does so notify the Agent but fails to pay the Purchase Price
as provided in the Purchase Contract Agreement prior to 11:00 a.m. New
York City time on the Business Day immediately preceding the Purchase
Contract Settlement Date shall pay the Purchase Price for the shares
of Common Stock to be issued under the related Purchase Contract from
the proceeds of the Pledged Treasury Securities.




The Company shall not be obligated to issue any shares of
Common Stock in respect of a Purchase Contract or deliver any
certificates for such shares to the Holder unless it shall have
received payment of the aggregate purchase price for the shares of
Common Stock to be purchased under such Purchase Contract in the
manner set forth in this Certificate.




Each Purchase Contract evidenced by this Certificate and all
obligations and rights of the Company and the Holder under such
Purchase Contract shall immediately and automatically terminate if a
Termination Event shall occur.  Upon the occurrence of a Termination
Event, the Company shall give written notice to the Agent, the
Collateral Agent and the Holders, at their addresses as they appear in
the Treasury Unit Register.  Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged
Treasury Securities (as defined in the Pledge Agreement) forming a
part of each Treasury Unit from the Pledge.  A Treasury Unit shall
thereafter represent the right to receive the interest in the Treasury




B-6









Securities forming a part of such Treasury Unit, in accordance with
the terms of the Purchase Contract Agreement and the Pledge Agreement.




The Treasury Unit Certificates are issuable only in
registered form and only in denominations of a single Treasury Unit
and any integral multiple of it.  The transfer of any Treasury Unit
Certificate will be registered and Treasury Unit Certificates may be
exchanged as provided in the Purchase Contract Agreement.  The
Treasury Unit Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement.  No service charge shall be required
for any such registration of transfer or exchange, but the Company and
the Agent may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with such
transactions.  A Holder who elects to substitute Debentures for
Treasury Securities, thereby recreating Corporate Units, shall be
responsible for any fees or expenses associated with such transaction.
Except as provided in the Purchase Contract Agreement, for so long as
the Purchase Contract underlying a Treasury Unit remains in effect,
such Treasury Unit shall not be separable into its constituent parts,
and the rights and obligations of the Holder of such Treasury Unit in
respect of the Treasury Security and the Purchase Contract
constituting such Treasury Unit may be transferred and exchanged only
as a Treasury Unit.  A Holder of Treasury Unit may recreate Corporate
Unit by delivering to the Collateral Agent Debentures equal to the
aggregate principal amount at maturity of the Pledged Treasury
Securities in exchange for the release of such Pledged Treasury
Securities in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement.  From and after such substitution,
the Holder's Unit shall be referred to as a "Corporate Unit."  Such
substitution may cause the equivalent aggregate principal amount of
this Certificate to be increased or decreased.  All such adjustments
to the equivalent aggregate principal amount of this Treasury Unit
Certificate shall be duly recorded by placing an appropriate notation
on the Schedule attached to this Certificate.




A Holder of a Corporate Unit may recreate a Treasury Unit at
any time on or prior to the seventh Business Day immediately preceding
the Purchase Contract Settlement Date by delivering to the Collateral
Agent Treasury Securities in an aggregate principal amount at maturity
equal to the aggregate principal amount at maturity of the Pledged
Debentures in exchange for the release of such Pledged Debentures in
accordance with the terms of the Purchase Contract Agreement and the
Pledge Agreement.  Any such recreation of a Treasury Unit may be
effected only in multiples of 5000 Corporate Units for 13 Treasury
Units.




The Purchase Contracts and all obligations and rights of the
Company and the Holders under them shall immediately and automatically
terminate, without the necessity of any notice or action by any
Holder, the Agent or the Company, if, on or prior to the Purchase
Contract Settlement Date, a Termination Event shall have occurred.




B-7









Upon the occurrence of a Termination Event, the Company shall
promptly, but within two Business Days, give written notice to the
Agent, the Collateral Agent and the Holders, at their addresses as
they appear in the Treasury Unit Register.  Upon the occurrence of a
Termination Event, the Collateral Agent shall release the Treasury
Securities from the Pledge in accordance with the provisions of the
Pledge Agreement.




Upon registration of transfer of this Treasury Unit
Certificate, the transferee shall be bound (without the necessity of
any other action on the part of such transferee, except as may be
required by the Agent pursuant to the Purchase Contract Agreement),
under the terms of the Purchase Contract Agreement and the Purchase
Contracts evidenced by this Certificate and the transferor shall be
released from the obligations under the Purchase Contracts evidenced
by this Treasury Unit Certificate.  The Company covenants and agrees,
and the Holder, by its acceptance of this Certificate, likewise
covenants and agrees, to be bound by the provisions of this paragraph.




The Holder of this Treasury Unit Certificate, by its
acceptance of this Certificate, authorizes the Agent to enter into and
perform the related Purchase Contracts forming part of the Treasury
Units evidenced by this Certificate on its behalf as its
attorney-in-fact, expressly withholds any consent to the assumption
(I.E., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case
under the Bankruptcy Code, agrees to be bound by the terms and
provisions of such Purchase Contracts, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, authorizes the Agent to
enter into and perform the Purchase Contract Agreement and the Pledge
Agreement on its behalf as its attorney-in-fact, and consents to the
Pledge of the Treasury Units underlying this Treasury Unit Certificate
pursuant to the Pledge Agreement.  The Holder further covenants and
agrees, that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms
of such agreements, payments in respect to the aggregate principal
amount of the Pledged Treasury Securities on the Purchase Contract
Settlement Date shall be paid by the Collateral Agent to the Company
in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in
such payments.




Subject to certain exceptions, the provisions of the
Purchase Contract Agreement may be amended with the consent of the
Holders of a majority of the Purchase Contracts.




The Purchase Contracts shall for all purposes be governed
by, and construed in accordance with, the internal law of the State of
New York, without giving effect to any contrary conflict of laws or
choice of law provisions of the law of the State of New York or any
other jurisdiction.




B-8









The Company, the Agent and its Affiliates and any agent of
the Company or the Agent may treat the Person in whose name this
Treasury Unit Certificate is registered as the owner of the Treasury
Units evidenced by this Certificate for all purposes, notwithstanding
any notice to the contrary, and neither the Company, the Agent nor any
such agent shall be affected by notice to the contrary.




The Purchase Contracts shall not, prior to settlement,
entitle the Holder to any of the rights of a holder of shares of
Common Stock.




A copy of the Purchase Contract Agreement is available for
inspection at the offices of the Agent.






B-9










ABBREVIATIONS





The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:










TEN COM -              as tenants in common
UNIF GIFT MIN ACT -    -----------Custodian------------
                       (cust)                   (minor)

                       Under Uniform Gifts to Minors
                       Act of _________________________
                       ________________________________


TEN ENT -              as tenants by the entireties

JT TEN -               as joint tenants with right of
                       survivorship and not as tenants
                       in common














Additional abbreviations may also be used though not in the above

list.









FOR VALUE RECEIVED, the undersigned hereby sell(s),

assign(s) and transfer(s) unto _______________________________________



(Please insert Social Security or Taxpayer I.D. or other Identifying
Number of Assignee)















(Please Print or Type Name and Address Including Postal Zip Code of
Assignee)


the within Treasury Unit Certificates and all rights thereunder,

hereby irrevocably constituting and appointing _______________________



attorney to transfer said Treasury Unit Certificates on the books of
New NiSource Inc. with full power of substitution in the premises.




Dated:__________________ ______________________________________
Signature




NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Treasury Unit Certificates
in every particular, without
alteration or enlargement or any
change whatsoever.




Signature Guarantee: ___________________________________




B-10










SETTLEMENT INSTRUCTIONS





The undersigned Holder directs that a certificate for shares
of Common Stock deliverable upon settlement on or after the Purchase
Contract Settlement Date of the Purchase Contracts underlying the
number of Treasury Units evidenced by this Treasury Unit Certificate
be registered in the name of, and delivered, together with a check in
payment for any fractional share, to the undersigned at the address
indicated below unless a different name and address have been
indicated below.  If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.












Dated: _______________________   _______________________________
                                 Signature
                                 Signature Guarantee: __________
                                 (if assigned to another person)
If shares are to be registered
in the name of and delivered to  REGISTERED HOLDER
a Person other than the Holder,
please (i) print such Person's
name and address and (ii)
provide a guarantee of your
signature:

                                 Please print name and address
                                 of Registered Holder:


_______________________________  _______________________________
              Name                            Name

_______________________________  _______________________________
            Address                          Address

_______________________________  _______________________________

_______________________________  _______________________________

_______________________________  _______________________________

Social Security or other
Taxpayer Identification          _______________________________
Number, if any














Transfer Instructions for Pledged Treasury Units Transferable Upon a
Termination Event:













B-11










[TO BE ATTACHED TO GLOBAL CERTIFICATES]








SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE





The following increases or decreases in this Global Certificate have
been made:










                                        Number of
          Amount of      Amount of        Units
         decrease in    increase in    evidenced by
          Number of      Number of         this
            Units          Units          Global      Signature of
        evidenced by   evidenced by    Certificate     authorized
             the            the       following such   officer of
           Global         Global       decrease or      Agent or
Date     Certificate    Certificate      increase      Depositary














B-12










EXHIBIT C






INSTRUCTION TO PURCHASE CONTRACT AGENT





The Chase Manhattan Bank


450 West 33rd Street


New York, New York  10001


Attention:  Capital Markets Fiduciary Services




Re:  ________ Units of NiSource Inc. (the "Company")




The undersigned Holder notifies you that it has delivered to
Bank One Trust Company, National Association, as Securities
Intermediary, for credit to the Collateral Account, $______ aggregate
principal amount of [Debentures] [Treasury Securities] in exchange for
the [Pledged Debentures] [Pledged Treasury Securities] held in the
Collateral Account, in accordance with the Pledge Agreement, dated as
of ____________, 2000 (the "Pledge Agreement"; unless otherwise
defined herein, terms defined in the Pledge Agreement are used herein
as defined therein), between you, the Company, the Collateral Agent
and the Securities Intermediary.  The undersigned Holder has paid all
applicable fees relating to such exchange.  The undersigned Holder
instructs you to instruct the Collateral Agent to release to you on
behalf of the undersigned Holder the [Pledged Debentures] [Pledged
Treasury Securities] related to such [Corporate Unit] [Treasury Unit].












Date: _______________________    _______________________________
                                            Signature

                                 Signature Guarantee: __________














Please print name and address of Registered Holder:












_______________________________  _______________________________
Name                             Social Security or other
                                 Taxpayer Identification Number,
Address                          if any

_______________________________

_______________________________

















C-1










EXHIBIT D


NOTICE FROM PURCHASE CONTRACT AGENT


TO HOLDERS



(Transfer of Collateral upon Occurrence of a Termination Event)





[HOLDER]










Attention:


Telecopy: __________




Re:  __________ Units of NiSource Inc. (the "Company")




Please refer to the Purchase Contract Agreement, dated as of
____________, 2000 (the "Purchase Contract Agreement"; unless
otherwise defined herein, terms defined in the Purchase Contract
Agreement are used herein as defined therein), between the Company and
the undersigned, as Purchase Contract Agent and as attorney-in-fact
for the holders of Units from time to time.




We notify you that a Termination Event has occurred and that
the [Debentures] [Treasury Securities] underlying your ownership
interest in _____ [Corporate Units][Treasury Units] have been released
and are being held by us for your account pending receipt of transfer
instructions with respect to such Debentures [Treasury Securities]
(the "Released Securities").




Pursuant to Section 3.15 of the Purchase Contract Agreement,
we request written transfer instructions with respect to the Released
Securities.  Upon receipt of your instructions and upon transfer to us
of your [Corporate Unit][Treasury Unit] effected through book-entry or
by delivery to us of your [Corporate Unit Certificate][Treasury Unit
Certificate], we shall transfer the Released Securities by book-entry
transfer, or other appropriate procedures, in accordance with your
instructions.  In the event you fail to effect such transfer or
delivery, the Released Securities and any distributions thereon shall
be held in our name, or in the name of our nominee, in trust for your
benefit, until such time as such [Corporate Unit][Treasury Unit] is
transferred or your [Corporate Unit Certificate][Treasury Unit
Certificate] is surrendered or satisfactory evidence is provided that
such your [Corporate Unit Certificate][Treasury Unit Certificate] has
been destroyed, lost or stolen, together with any indemnification that
we or the Company may require.












Date: _________________       By:  THE CHASE MANHATTAN BANK,
                                   as Purchase Contract Agent

                                   ________________________________
                                   Name:














Title:




D-1










EXHIBIT E






NOTICE TO SETTLE BY SEPARATE CASH





The Chase Manhattan Bank


450 West 33rd Street


New York, New York  10001


Attention:  Capital Markets Fiduciary Services




Re:  ________ Units of NiSource Inc. (the "Company")




The undersigned Holder irrevocably notifies you in
accordance with Section 5.4 of the Purchase Contract Agreement, dated
as of ____________, 2000 (the "Purchase Contract Agreement"; unless
otherwise defined herein, terms defined in the Purchase Contract
Agreement are used herein as defined therein), between the Company and
yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the
Holders of the Purchase Contracts, that the undersigned Holder has
elected to pay to the Securities Intermediary for deposit in the
Collateral Account, on or prior to 11:00 a.m., New York City time, on
the [fifth Business Day][Business Day] immediately preceding the
Purchase Contract Settlement Date (in lawful money of the United
States by certified or cashiers' check or wire transfer, in
immediately available funds), $______ as the Purchase Price for the
shares of Common Stock issuable to such Holder by the Company under
the related Purchase Contract on the Purchase Contract Settlement
Date.  The undersigned Holder instructs you to notify promptly the
Collateral Agent of the undersigned Holder's election to make such
Cash Settlement with respect to the Purchase Contracts related to such
Holder's [Corporate Unit] [Treasury Unit].












Date: _______________________    ____________________________________
                                              Signature

                                 Signature Guarantee:________________














Please print name and address of Registered Holder:




E-2










EXHIBIT F






NOTICE FROM PURCHASE CONTRACT AGENT


TO COLLATERAL AGENT AND INDENTURE TRUSTEE



(Payment of Purchase Contract Settlement Price)




Bank One Trust Company, National Association
One North State Street


9th Floor


Chicago, Illinois  60670-0126


Attention:  Corporate Trust Administration
Telecopy:  312-407-1708




The Chase Manhattan Bank


450 West 33rd Street


New York, New York  10001


Attention:  Capital Markets Fiduciary Services
Telecopy:  212-946-8159




Re:  __________ Units of NiSource Inc. (the "Company")




Please refer to the Purchase Contract Agreement dated as of
____________, 2000 (the "Purchase Contract Agreement"; unless
otherwise defined herein, terms defined in the Purchase Contract
Agreement are used herein as defined therein), between the Company and
the undersigned, as Purchase Contract Agent and as attorney-in-fact
for the Holders of Units from time to time.




In accordance with Section 5.4 of the Purchase Contract
Agreement and, based on instructions and Cash Settlements received
from Holders of Corporate Units as of 11:00 a.m, [DATE (FIFTH BUSINESS


DAY IMMEDIATELY PRECEDING THE PURCHASE CONTRACT SETTLEMENT DATE)], we
notify you that _____ Debentures are to be tendered for purchase in
the Remarketing.












Date: ______________________       By:  THE CHASE MANHATTAN BANK,
                                        as Purchase Contract Agent


                                        ____________________________
                                        Name:














Title:





F-1
















EXHIBIT 4.4











NEW NISOURCE INC.






AND






BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,


AS COLLATERAL AGENT






AND






BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,


AS SECURITIES INTERMEDIARY






AND






THE CHASE MANHATTAN BANK,


AS PURCHASE CONTRACT AGENT









PLEDGE AGREEMENT






DATED AS OF ______________, 2000








Re:





STOCK APPRECIATION INCOME LINKED SECURITIES{SM}



(SAILS{SM})





OF






NEW NISOURCE INC.
















                           TABLE OF CONTENTS


R E C I T A L S . . . . . . . . . . . . . . . . . . . . . . . . .    1

ARTICLE I - DEFINITIONS AND OTHER PROVISIONS OF GENERAL
            APPLICATION
     Section 1.1.   Definitions . . . . . . . . . . . . . . . . .    2

ARTICLE II - PLEDGE
     Section 2.1.   Pledge  . . . . . . . . . . . . . . . . . . .    5
     Section 2.2.   Control; Financing Statement  . . . . . . . .    6
     Section 2.3.   Termination.  . . . . . . . . . . . . . . . .    6

ARTICLE III - DISTRIBUTIONS ON PLEDGED COLLATERAL
     Section 3.1.   Income Distributions. . . . . . . . . . . . .    6
     Section 3.2.   Principal Payments Following Termination
                    Event.  . . . . . . . . . . . . . . . . . . .    6
     Section 3.3.   Principal Payments Prior To or On Purchase
                    Contract Settlement Date. . . . . . . . . . .    6
     Section 3.4.   Payments to Purchase Contract Agent . . . . .    7
     Section 3.5.   Assets Not Properly Released. . . . . . . . .    7

ARTICLE IV - CONTROL
     Section 4.1.   Establishment of Collateral Account.  . . . .    8
     Section 4.2.   Treatment as Financial Assets.  . . . . . . .    8
     Section 4.3.   Sole Control by Collateral Agent. . . . . . .    8
     Section 4.4.   Securities Intermediary's Location. . . . . .    8
     Section 4.5.   No Other Claims.  . . . . . . . . . . . . . .    9
     Section 4.6.   Investment and Release. . . . . . . . . . . .    9
     Section 4.7.   Statements and Confirmations. . . . . . . . .    9
     Section 4.8.   Tax Allocations.  . . . . . . . . . . . . . .    9
     Section 4.9.   No Other Agreements.  . . . . . . . . . . . .    9
     Section 4.10.  Powers Coupled With An Interest.  . . . . . .    9

ARTICLE V - INITIAL DEPOSIT; ESTABLISHMENT OF TREASURY UNITS
            AND REESTABLISHMENT OF CORPORATE UNITS
     Section 5.1.   Initial Deposit of Debentures . . . . . . . .   10
     Section 5.2.   Establishment of Treasury Units . . . . . . .   10
     Section 5.3.   Reestablishment of Corporate Units  . . . . .   11
     Section 5.4.   Termination Event . . . . . . . . . . . . . .   12
     Section 5.5.   Cash Settlement . . . . . . . . . . . . . . .   13
     Section 5.6.   [Intentionally omitted] . . . . . . . . . . .   14
     Section 5.7.   Application of Proceeds of Settlement . . . .   14

ARTICLE VI - VOTING RIGHTS - PLEDGED DEBENTURES

ARTICLE VII - RIGHTS AND REMEDIES; DISTRIBUTION OF THE
              DEBENTURES
     Section 7.1.   Rights and Remedies of the Collateral Agent .   16
     Section 7.2.   Substitutions . . . . . . . . . . . . . . . .   17

ARTICLE VIII - REPRESENTATIONS AND WARRANTIES; COVENANTS
     Section 8.1.   Representations and Warranties  . . . . . . .   17
     Section 8.2.   Covenants . . . . . . . . . . . . . . . . . .   18

                                   i






















ARTICLE IX - THE COLLATERAL AGENT AND THE SECURITIES
             INTERMEDIARY
     Section 9.1.   Appointment, Powers and Immunities  . . . . .   19
     Section 9.2.   Instructions of the Company . . . . . . . . .   20
     Section 9.3.   Reliance by Collateral Agent and Securities
                    Intermediary  . . . . . . . . . . . . . . . .   20
     Section 9.4.   Rights in Other Capacities  . . . . . . . . .   20
     Section 9.5.   Non-Reliance on Collateral Agent and
                    Securities Intermediary . . . . . . . . . . .   20
     Section 9.6.   Compensation and Indemnity  . . . . . . . . .   21
     Section 9.7.   Failure to Act  . . . . . . . . . . . . . . .   21
     Section 9.8.   Resignation of Collateral Agent and
                    Securities Intermediary . . . . . . . . . . .   22
     Section 9.9.   Right to Appoint Agent or Advisor . . . . . .   23
     Section 9.10.  Survival  . . . . . . . . . . . . . . . . . .   24
     Section 9.11.  Exculpation . . . . . . . . . . . . . . . . .   24

ARTICLE X - AMENDMENT
     Section 10.1.  Amendment Without Consent of Holders  . . . .   24
     Section 10.2.  Amendment with Consent of Holders . . . . . .   25
     Section 10.3.  Execution of Amendments . . . . . . . . . . .   25
     Section 10.4.  Effect of Amendments  . . . . . . . . . . . .   26
     Section 10.5.  Reference to Amendments . . . . . . . . . . .   26

ARTICLE XI - MISCELLANEOUS
     Section 11.1.  No Waiver . . . . . . . . . . . . . . . . . .   26
     Section 11.2.  Governing Law . . . . . . . . . . . . . . . .   26
     Section 11.3.  Notices . . . . . . . . . . . . . . . . . . .   27
     Section 11.4.  Successors and Assigns  . . . . . . . . . . .   27
     Section 11.5.  Counterparts  . . . . . . . . . . . . . . . .   27
     Section 11.6.  Severability  . . . . . . . . . . . . . . . .   27
     Section 11.7.  Expenses, etc.  . . . . . . . . . . . . . . .   28
     Section 11.8.  Security Interest Absolute  . . . . . . . . .   28
     Section 11.9.  Name of the Company . . . . . . . . . . . . .   28


EXHIBIT A   Instruction from Purchase Contract Agent to Collateral
            Agent (Establishment of Treasury Unit)
EXHIBIT B   Instruction from Collateral Agent to Securities
            Intermediary (Establishment of Treasury Unit)
EXHIBIT C   Instruction from Purchase Contract Agent to Collateral
            Agent (Reestablishment of Corporate Unit)
EXHIBIT D   Instruction from Collateral Agent to Securities
            Intermediary (Reestablishment of Corporate Unit)













EXHIBIT E   Notice of Cash Settlement from the Securities Intermediary
to the Purchase Contract Agent   Corporate Units
EXHIBIT F   Notice of Cash Settlement from the Securities Intermediary
to the Purchase Contract Agent   Treasury Units




ii










PLEDGE AGREEMENT





PLEDGE AGREEMENT dated as of ______________, 2000, among New
NiSource Inc., a Delaware corporation (the "Company"), Bank One Trust
Company, National Association, a national banking association, not
individually but solely as collateral agent (in such capacity,
together with its successors in such capacity, the "Collateral
Agent"), Bank One Trust Company, National Association, a national
banking association, not individually but solely in its capacity as a
securities intermediary with respect to the Collateral Account (in
such capacity, together with its successors in such capacity, the
"Securities Intermediary"), and The Chase Manhattan Bank, a New York
banking corporation, not individually but solely as purchase contract
agent and as attorney-in-fact of the Holders from time to time of the
Units (in such capacity, together with its successors in such
capacity, the "Purchase Contract Agent") under the Purchase Contract
Agreement.





R E C I T A L S





The Company and the Purchase Contract Agent are parties to
the Purchase Contract Agreement dated as of the date of this Agreement
(as modified and supplemented and in effect from time to time, the
"Purchase Contract Agreement"), pursuant to which there are being
issued up to ______________ Stock Appreciation Income Linked
Securities{SM} (the "SAILS{SM}" or "Units").<1>




Each Corporate Unit, at issuance, consists of a unit
comprised of (a) one stock purchase contract (the "Purchase Contract")
under which the Holder will purchase from the Company on ___________,
2004,<2> for an amount equal to $2.60 (the "Stated Amount"), a
number of shares of Common Stock equal to the Settlement Rate and (b)
beneficial ownership of a Debenture issued by the Company under the
Indenture, having an aggregate principal amount at maturity equal to
the Stated Amount and maturing on ______________, 2006.<3>




Pursuant to the terms of the Purchase Contract Agreement and
the Purchase Contracts, the Holders of the Units have irrevocably
authorized the Purchase Contract Agent, as attorney-in-fact of such
Holders, among other things, to execute and deliver this Agreement on
behalf of such Holders and to grant the pledge provided in this
Agreement of the Collateral Account to secure the Obligations.




<1>  "Stock Appreciation Income Linked Securities{SM}" and "SAILS{SM}"
are service marks of Credit Suisse First Boston Corporation.




<2>  The date that is four years after the Effective Time.




<3>  The date that is six years after the Effective Time.









Accordingly, the Company, the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent, on its own
behalf and as attorney-in-fact of the Holders from time to time of the
Units, agree as follows:





ARTICLE I






DEFINITIONS AND OTHER PROVISIONS


OF GENERAL APPLICATION





SECTION 1.1.   DEFINITIONS.  For all purposes of this
Agreement, except as otherwise expressly provided or unless the
context otherwise requires:




(a)  the terms defined in the recitals and in this Article
have the respective meanings assigned to them in the recitals and in
this Article and include the plural as well as the singular;




(b)  the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to
any particular Article, Section, Exhibit or other subdivision;




(c)  the following terms which are defined in the Code shall
have the meanings set forth in the Code:  "certificated security,"
"control," "financial asset," "entitlement order," "securities
account" and "security entitlement";




(d)  the following terms have the meanings assigned to them
in the Purchase Contract Agreement:  (1) Act, (2) Agent, (3) Board
Resolution, (4) Cash Settlement, (5) Certificate, (6) Common Stock,


(7) Corporate Trust Office, (8) Corporate Unit, (9) Debentures, (10)
Effective Time, (11) Holders,  (12) Indenture, (13) Opinion of
Counsel, (14) Outstanding Units, (15) Purchase Contract, (16) Purchase
Contract Settlement Date, (17) Purchase Price, (18) Remarketing Agent,


(19) Remarketing Agreement, (20) Settlement Rate, (21) Termination
Event, (22) Treasury Security, (23) Treasury Unit, and (24) Unit; and




(e)  the following terms have the meanings given to them in
this Section 1(e):




"Agreement" means this Pledge Agreement, as the same may be
amended, modified or supplemented from time to time.




"Bankruptcy Code" means Title 11 of the United States Code,
or any other law of the United States that from time to time provides
a uniform system of bankruptcy laws.




"Business Day" means any day other than a Saturday or Sunday
or a day on which banks and trust companies located in the
municipality in which the Corporate Trust Office is located are
authorized or required by law, regulation or executive order to remain
closed.




2









"Cash" means any coin or currency of the United States as at
the time shall be legal tender for payment of public and private
debts.




"Code" means the Uniform Commercial Code as in effect in the
State of New York from time to time.




"Collateral Account" means the collective reference to (1)
Securities Account No. 205025-001 entitled "Bank One Trust Company,
National Association, as Collateral Agent, Securities Account
(NiSource Inc.)" maintained by the Securities Intermediary for the
Purchase Contract Agent on behalf of and as attorney-in-fact for the
Holders, (2) all investment property and other financial assets from
time to time credited to the Collateral Account, including, without
limitation, (A) the Debentures and security entitlements relating to
them which are a component of the Corporate Units from time to time,
(B) any Treasury Securities and security entitlements relating to them
delivered from time to time upon establishment of Treasury Units in
accordance with Section 5.2 of this Agreement and (C) payments made by
Holders pursuant to Section 5.5 of this Agreement (collectively, the
"Collateral"), (3) all Proceeds of any of the foregoing (whether such
Proceeds arise before or after the commencement of any proceeding
under any applicable bankruptcy, insolvency or other similar law, by
or against the pledgor or with respect to the pledgor), and (4) all
powers and rights now owned or subsequently acquired under or with
respect to the Collateral Account.




"Company" means the Person named as the "Company" in the
first paragraph of this instrument until a successor shall have become
such, after which "Company" shall mean such successor.




"Indenture Trustee" means The Chase Manhattan Bank, as
trustee under the Indenture until a successor is appointed, after
which "Indenture Trustee" means such successor trustee.




"Obligations" means, with respect to each Holder, the
collective reference to all obligations and liabilities of such Holder
under such Holder's Purchase Contract and this Agreement or any other
document made, delivered or given in connection with such Purchase
Contract or this Agreement, in each case whether on account of
principal, interest (including, without limitation, interest accruing
before and after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding,
relating to such Holder, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), fees,
indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Company or
the Collateral Agent or the Securities Intermediary that are required
to be paid by the Holder pursuant to the terms of any of the foregoing
agreements).




3









"Permitted Investments" means any one of the following which
shall mature not later than the next succeeding Business Day: (i) any
evidence of indebtedness with an original maturity of 365 days or less
issued, or directly and fully guaranteed or insured, by the United
States of America or any of its agencies or instrumentalities (if the
full faith and credit of the United States of America is pledged in
support of the timely payment of such indebtedness or such
indebtedness constitutes a general obligation of it); (ii) deposits,
certificates of deposit or acceptances with an original maturity of
365 days or less of any institution which is a member of the Federal
Reserve System having combined capital and surplus and undivided
profits of not less than $200.0 million at the time of deposit; (iii)
investments with an original maturity of 365 days or less of any
Person that is fully and unconditionally guaranteed by a bank referred
to in clause (ii); (iv) repurchase agreements and reverse repurchase
agreements relating to marketable direct obligations issued or
unconditionally guaranteed by the United States of America or issued
by any of its agencies and backed as to timely payment by the full
faith and credit of the United States of America; (v) investments in
commercial paper, other than commercial paper issued by the Company or
its affiliates, of any corporation incorporated under the laws of the
United States or any State, which commercial paper has a rating at the
time of purchase at least equal to "A-1"  by Standard & Poor's Ratings
Services ("S&P") or at least equal to "P-1" by Moody's Investors
Service, Inc. ("Moody's"); and (vi) investments in money market funds
(including money market funds managed by the Collateral Agent or any
of its affiliates) registered under the Investment Company Act of
1940, as amended, rated in the highest applicable rating category by
S&P or Moody's.




"Person" means any legal person, including any individual,
corporation, estate, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization, government or any agency or political subdivision
thereof, or any other entity.




"Pledge" means the lien and security interest created by
this Agreement.




"Pledged Debentures" means the Debentures and security
entitlements with respect to them from time to time credited to the
Collateral Account and not then released from the Pledge.




"Pledged Treasury Securities" means Treasury Securities and
security entitlements with respect to them from time to time credited
to the Collateral Account and not then released from the Pledge.




"Proceeds" has the meaning ascribed to such term in the Code
and includes, without limitation, all interest, dividends, cash,
instruments, securities, financial assets (as defined in


Section 8-102(a)(9) of the Code) and other property received,
receivable or otherwise distributed upon the sale, exchange,




4









collection or disposition of any financial assets from time to time
held in the Collateral Account.




"Purchase Contract Agent" has the meaning specified in the
paragraph preceding the recitals of this Agreement.




"TRADES" means the Treasury/Reserve Automated Debt Entry
System maintained by the Federal Reserve Bank of New York pursuant to
the TRADES Regulations.




"TRADES Regulations" means the regulations of the United
States Department of the Treasury, published at 31 C.F.R. Part 357, as
amended from time to time.  Unless otherwise defined in this
Agreement, all terms defined in the TRADES Regulations are used in
this Agreement as defined in the TRADES Regulations.




"Transfer" means:




(i)    in the case of certificated securities in
registered form, delivery as provided in


Section 8-301(a) of the Code, indorsed to the
transferee or in blank by an effective
indorsement;




(ii)   in the case of Treasury Securities, registration
of the transferee as the owner of such Treasury
Securities on TRADES; and




(iii)  in the case of security entitlements, including,
without limitation, security entitlements with
respect to Treasury Securities, a securities
intermediary indicating by book entry that such
security entitlement has been credited to the
transferee's securities account.




"Value" with respect to any item of Collateral on any date
means, as to (i) Cash, its face amount, and (ii) Treasury Securities
or Debentures, their aggregate principal amount at maturity.





ARTICLE II






PLEDGE





SECTION 2.1.   PLEDGE.  Each Holder, acting through the
Purchase Contract Agent as such Holder's attorney-in-fact, pledges and
grants to the Collateral Agent, as agent of and for the benefit of the
Company, a continuing first priority security interest in and to, and
a lien upon and right of set off against, all of such Holder's right,
title and interest in and to the Collateral Account to secure the
prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Obligations.




5









The Collateral Agent shall have all of the rights, remedies and
recourses with respect to the Collateral afforded a secured party by
the Code, in addition to, and not in limitation of, the other rights,
remedies and recourses afforded to the Collateral Agent by this
Agreement.




SECTION 2.2.   CONTROL; FINANCING STATEMENT.




(a)  The Collateral Agent shall have control of the
Collateral Account pursuant to the provisions of Article IV of this
Agreement.




(b)  On the date of initial issuance of the Units, the
Purchase Contract Agent shall deliver to the Collateral Agent a
financing statement prepared by the Company for filing in the Office
of the Secretary of State of the State of New York, signed by the
Purchase Contract Agent, as attorney-in-fact for the Holders, as
Debtors, and describing the Collateral.




SECTION 2.3.   TERMINATION.  This Agreement and the Pledge
shall terminate upon the satisfaction of each Holder's Obligations.
Upon termination, the Securities Intermediary shall Transfer the
Collateral to the Purchase Contract Agent for distribution to the
Holders and the Company in accordance with their respective interests,
free and clear of any lien, pledge or security interest created by
this Agreement.





ARTICLE III






DISTRIBUTIONS ON PLEDGED COLLATERAL





SECTION 3.1.   INCOME DISTRIBUTIONS.  All income
distributions received by the Securities Intermediary on account of
Permitted Investments from time to time held in the Collateral Account
shall be distributed to the Purchase Contract Agent for the benefit of
the applicable Holders as provided in the Purchase Contracts.




SECTION 3.2.   PRINCIPAL PAYMENTS FOLLOWING TERMINATION
EVENT.  All payments received by the Securities Intermediary following
a Termination Event of (1) the principal amount of Pledged Debentures
or securities entitlements to them, or (2) the principal amount of
Pledged Treasury Securities or securities entitlements to them, shall
be distributed to the Purchase Contract Agent for the benefit of the
Holders for distribution to such Holders in accordance with their
respective interests.




SECTION 3.3.   PRINCIPAL PAYMENTS PRIOR TO OR ON PURCHASE
CONTRACT SETTLEMENT DATE.




(a)  Except as provided in Section 3.3(b), if no Termination
Event shall have occurred, all payments received by the Securities
Intermediary (if any) of (1) the principal amount with respect to the




6









Pledged Debentures or security entitlements to them or (2) the
principal amount of Pledged Treasury Securities or security
entitlements to them shall be held and invested in Permitted
Investments until the Purchase Contract Settlement Date and on the
Purchase Contract Settlement Date distributed to the Company as
provided in Section 5.7 of this Agreement.  Any balance remaining in
the Collateral Account shall be distributed to the Purchase Contract
Agent for the benefit of the applicable Holders for distribution to
such Holders in accordance with their respective interests.




(b)  All payments received by the Securities Intermediary of


(1) the principal amount of Debentures or security entitlements to
them or (2) the principal amount of Treasury Securities or security
entitlements to them that in each case have been released from the
Pledge shall be distributed to the Purchase Contract Agent for the
benefit of the Holders to be distributed to such Holders in accordance
with their respective interests.




SECTION 3.4.   PAYMENTS TO PURCHASE CONTRACT AGENT.
Payments to the Purchase Contract Agent pursuant to this Agreement
shall be made to the account designated by the Purchase Contract Agent
for such purpose not later than 12:00 Noon, New York City time, on the
Business Day such payment is received by the Securities Intermediary;
PROVIDED, that if such payment is received by the Securities
Intermediary on a day that is not a Business Day or after 11:00 a.m.,
New York City time, on a Business Day, then such payment shall be made
promptly but no later than 10:30 a.m., New York City time, on the next
succeeding Business Day.  Payments may be made by wire transfer in
immediately available funds to the account specified under the
signature of the Purchase Contract Agent on the signature page of this
Agreement.




SECTION 3.5.   ASSETS NOT PROPERLY RELEASED.  If the
Purchase Contract Agent or any Holder shall receive any principal
payments on account of financial assets credited to the Collateral
Account and not released from the Collateral Account in accordance
with this Agreement, the Purchase Contract Agent or such Holder shall
hold the same as trustee of an express trust for the benefit of the
Company and, upon receipt of an Officers' Certificate (as defined in
the Purchase Contract Agreement) of the Company so directing, shall
promptly deliver the same to the Securities Intermediary for credit to
the Collateral Account or to the Company for application to the
Obligations of the Holders under the related Purchase Contracts, and
the Purchase Contract Agent and Holders shall acquire no right, title
or interest in any such payments of principal so received.  Neither
the Purchase Contract Agent nor any Holder receiving such payments of
principal shall have any duties under this Section until it shall have
been notified in writing that a principal payment was delivered
erroneously.  Neither the Purchase Contract Agent nor any Holder
receiving such payments of principal shall be liable for any actions
with respect to such principal payment taken, suffered or omitted in




7









accordance with any other provisions of this Agreement prior to its
receipt of such notice.





ARTICLE IV






CONTROL





SECTION 4.1.  ESTABLISHMENT OF COLLATERAL ACCOUNT.  The
Securities Intermediary confirms that (a) the Securities Intermediary
has established the Collateral Account, (b) the Collateral Account is
a securities account, (c) subject to the terms of this Agreement, the
Securities Intermediary shall treat the Purchase Contract Agent as
entitled to exercise the rights that comprise any financial asset
credited to the Collateral Account, (d) all property delivered to the
Securities Intermediary pursuant to this Agreement or the Purchase
Contract Agreement or the Indenture will be credited promptly to the
Collateral Account, and (e) all securities or other property
underlying any financial assets credited to the Collateral Account
shall be registered in the name of the Securities Intermediary,
indorsed to the Securities Intermediary, or indorsed in blank or
credited to another securities account maintained in the name of the
Securities Intermediary, and in no case will any financial asset
credited to the Collateral Account be registered in the name of the
Purchase Contract Agent or any Holder, payable to the order of the
Purchase Contract Agent or any Holder or specially indorsed to the
Purchase Contract Agent or any Holder.




SECTION 4.2.   TREATMENT AS FINANCIAL ASSETS.  Each item of
property (whether investment property, financial asset, security,
instrument or cash) credited to the Collateral Account shall be
treated as a financial asset.




SECTION 4.3.   SOLE CONTROL BY COLLATERAL AGENT.  Except as
provided in Article VI of this Agreement, at all times prior to the
termination of the Pledge, the Collateral Agent shall have sole
control of the Collateral Account, and the Securities Intermediary
shall take instructions and directions with respect to the Collateral
Account solely from the Collateral Agent.  If at any time the
Securities Intermediary shall receive an entitlement order issued by
the Collateral Agent and relating to the Collateral Account, the
Securities Intermediary shall comply with such entitlement order
without further consent by the Purchase Contract Agent, any Holder or
any other Person.  Until termination of the Pledge, the Securities
Intermediary will not comply with any entitlement orders issued by the
Purchase Contract Agent or any Holder.




SECTION 4.4.   SECURITIES INTERMEDIARY'S LOCATION.  The
Collateral Account and the rights and obligations of the Securities
Intermediary, the Collateral Agent, the Purchase Contract Agent and
the Holders with respect to it shall be governed by the laws of the
State of New York.  Regardless of any provision in any other




8









agreement, for purposes of the Code, New York shall be deemed to be
the Securities Intermediary's location, and the Collateral Account (as
well as the securities entitlements related to it) shall be governed
by the laws of the State of New York.




SECTION 4.5.   NO OTHER CLAIMS.  Except for the claims and
interest of the Collateral Agent and of the Purchase Contract Agent
and the Holders in the Collateral Account, the Securities Intermediary
does not know of any claim to, or interest in, the Collateral Account
or in any financial asset credited to it.  If any person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, warrant of attachment, execution or similar process) against
the Collateral Account or in any financial asset carried in it, the
Securities Intermediary will promptly notify the Collateral Agent and
the Purchase Contract Agent.




SECTION 4.6.   INVESTMENT AND RELEASE.  All proceeds of
financial assets from time to time deposited in the Collateral Account
shall be invested and reinvested as provided in this Agreement.  At
all times prior to termination of the Pledge, no property shall be
released from the Collateral Account except in accordance with this
Agreement or upon written instructions of the Collateral Agent.




SECTION 4.7.   STATEMENTS AND CONFIRMATIONS.  The Securities
Intermediary will promptly send copies of all statements,
confirmations and other correspondence concerning the Collateral
Account and any financial assets credited to it simultaneously to the
Purchase Contract Agent and the Collateral Agent at their respective
addresses for notices under this Agreement.




SECTION 4.8.   TAX ALLOCATIONS.  All items of income, gain,
expense and loss recognized in the Collateral Account shall be
reported to the Internal Revenue Service and all state and local
taxing authorities under the names and taxpayer identification numbers
of the Holders which are the beneficial owners of the Collateral
Account.  Neither the Collateral Agent nor the Securities Intermediary
shall have any responsibility with respect to such reporting.




SECTION 4.9.   NO OTHER AGREEMENTS.  The Securities
Intermediary has not entered into and prior to the termination of the
Pledge will not enter into any agreement with any other Person
relating to the Collateral Account or any financial assets credited to
it, including, without limitation, any agreement to comply with
entitlement orders of any Person other than the Collateral Agent.




SECTION 4.10. POWERS COUPLED WITH AN INTEREST.  The rights
and powers granted in this Article IV to the Collateral Agent have
been granted in order to perfect its security interests in the
Collateral Account, are powers coupled with an interest and will be
affected neither by the bankruptcy of the Purchase Contract Agent or
any Holder nor by the lapse of time.  The obligations of the




9









Securities Intermediary under this Article IV shall continue in effect
until the termination of the Pledge.





ARTICLE V






INITIAL DEPOSIT; ESTABLISHMENT OF TREASURY UNITS


AND REESTABLISHMENT OF CORPORATE UNITS





SECTION 5.1.   INITIAL DEPOSIT OF DEBENTURES.  Prior to or
concurrently with the execution and delivery of this Agreement, the
Purchase Contract Agent, on behalf of the initial Holders of the
Corporate Units, shall Transfer to the Securities Intermediary, for
credit to the Collateral Account, the Debentures or security
entitlements relating to such Debentures, and the Securities
Intermediary shall indicate by book entry that a securities
entitlement to such Debentures has been credited to the Collateral
Account.




SECTION 5.2.   ESTABLISHMENT OF TREASURY UNITS.




(a)  At any time on or prior to the seventh Business Day
immediately preceding the Purchase Contract Settlement Date, a Holder
of Corporate Units shall have the right to establish or reestablish
Treasury Units by substitution of Treasury Securities or security
entitlements to them for the Debentures comprising a part of such
Holder's Corporate Units in integral multiples of 5,000 Corporate
Units by:




(1)  Transferring to the Securities Intermediary for
credit to the Collateral Account Treasury Securities or security
entitlements to them having a Value equal to the aggregate principal
amount at maturity of the Debentures to be released, accompanied by a
notice to the Purchase Contract Agent, substantially in the form of
Exhibit C to the Purchase Contract Agreement, at which time the
Purchase Contract Agent shall deliver to the Collateral Agent a
notice, substantially in the form of EXHIBIT A to this Agreement,
(A) stating that such Holder has notified the Purchase Contract Agent
that such Holder has Transferred Treasury Securities or security
entitlements to them to the Securities Intermediary for credit to the
Collateral Account, (B) stating the Value of the Treasury Securities
or security entitlements to them Transferred by such Holder and


(C) instructing the Collateral Agent to release from the Pledge the
Pledged Debentures that are a component of such Corporate Units; and




(2)  delivering the related Corporate Units to the
Purchase Contract Agent.




Upon receipt of such notice and confirmation that Treasury Securities
or security entitlements to them have been credited to the Collateral
Account as described in such notice, the Collateral Agent shall
instruct the Securities Intermediary by a notice, substantially in the
form of EXHIBIT B to this Agreement, to release such Pledged




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Debentures from the Pledge by Transfer to the Purchase Contract Agent
for distribution to such Holder, free and clear of any lien, pledge or
security interest created by this Agreement.




(b)  Upon credit to the Collateral Account of Treasury
Securities or security entitlements to them delivered by a Holder of
Corporate Units and receipt of the related instruction from the
Collateral Agent, the Securities Intermediary shall release the
Pledged Debentures and shall promptly Transfer the same to the
Purchase Contract Agent for distribution to such Holder, free and
clear of any lien, pledge or security interest created by this
Agreement.




SECTION 5.3.   REESTABLISHMENT OF CORPORATE UNITS.




(a)  At any time on or prior to the seventh Business Day
immediately preceding the Purchase Contract Settlement Date, a Holder
of Treasury Units shall have the right to reestablish Corporate Units
by substitution of Debentures or security entitlements to them for
Pledged Treasury Securities in integral multiples of 13 Treasury Units
by:




(1)  Transferring to the Securities Intermediary for
credit to the Collateral Account Debentures or security entitlements
to them having a principal amount at maturity equal to the Value of
the Pledged Treasury Securities to be released, accompanied by a
notice to the Purchase Contract Agent, substantially in the form of
Exhibit C to the Purchase Contract Agreement, at which time the
Purchase Contract Agent shall deliver to the Collateral Agent a
notice, substantially in the form of EXHIBIT C to this Agreement,
stating that such Holder has Transferred Debentures or security
entitlements to them to the Securities Intermediary for credit to the
Collateral Account and instructing the Collateral Agent to release
from the Pledge the Pledged Treasury Securities related to such
Treasury Units; and




(2)  delivering the related Treasury Units to the
Purchase Contract Agent.




Upon receipt of such notice and confirmation that Debentures or
security entitlements to them have been credited to the Collateral
Account as described in such notice, the Collateral Agent shall
instruct the Security Intermediary by a notice, in substantially the
form of EXHIBIT D to this Agreement, to release such Pledged Treasury
Securities from the Pledge by Transfer to the Purchase Contract Agent
for distribution to such Holder free and clear of any lien, pledge or
security interest created by this Agreement.




(b)  Upon credit to the Collateral Account of Debentures or
security entitlements to them delivered by a Holder of Treasury Units
and receipt of the related instruction from the Collateral Agent, the
Securities Intermediary shall release the applicable Pledged Treasury




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Securities and shall promptly Transfer the same to the Purchase
Contract Agent for distribution to such Holder, free and clear of any
lien, pledge or security interest created by this Agreement.




SECTION 5.4.   TERMINATION EVENT.




(a)  Upon receipt by the Collateral Agent of written notice
from the Company or the Purchase Contract Agent that a Termination
Event has occurred, the Collateral Agent shall release all Collateral
from the Pledge and shall promptly Transfer:




(1)  any Pledged Debentures, and




(2)  any Pledged Treasury Securities




to the Purchase Contract Agent for the benefit of the Holders, for
distribution to such Holders in accordance with their respective
interests, free and clear of any lien, pledge or security interest or
other interest created by this Agreement.




(b)  If such Termination Event shall result from the
Company's becoming a debtor under the Bankruptcy Code, and if the
Collateral Agent shall for any reason fail promptly to effectuate the
release and Transfer of all Pledged Debentures and Pledged Treasury
Securities as provided by this Section 5.4, the Purchase Contract
Agent shall:




(1)  use its best efforts to obtain an opinion of a
nationally recognized law firm reasonably acceptable to the
Collateral Agent to the effect that, as a result of the Company's
being the debtor in such a bankruptcy case, the Collateral Agent
will not be prohibited from releasing or Transferring the
Collateral as provided in this Section 5.4, and shall deliver
such opinion to the Collateral Agent within ten days after the
occurrence of such Termination Event, and if (A) the Purchase
Contract Agent shall be unable to obtain such opinion within ten
days after the occurrence of such Termination Event or (B) the
Collateral Agent shall continue, after delivery of such opinion,
to refuse to effectuate the release and Transfer of all the
Pledged Debentures, all the Pledged Treasury Securities or the
Proceeds of any of the foregoing, as the case may be, as provided
in this Section 5.4, then the Purchase Contract Agent shall
within fifteen days after the occurrence of such Termination
Event commence an action or proceeding in the court having
jurisdiction of the Company's case under the Bankruptcy Code
seeking an order requiring the Collateral Agent to effectuate the
release and transfer of all the Pledged Debentures, all the
Pledged Treasury Securities, and the Proceeds of any of the
foregoing, as the case may be, as provided by this Section 5.4;
or




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(2)  commence an action or proceeding like that
described in Section 5.4(b)(1)(B) within ten days after the
occurrence of such Termination Event.




SECTION 5.5.   CASH SETTLEMENT.




(a)  Upon receipt by the Collateral Agent of (1) a notice
from the Purchase Contract Agent promptly after the receipt by the
Purchase Contract Agent of a notice that a Holder of a Corporate Unit
or Treasury Unit has elected, in accordance with the procedures
specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract
Agreement, respectively, to settle its Purchase Contract with cash and


(2) payment by such Holder by deposit in the Collateral Account on or
prior to 11:00 a.m., New York City time, (A) on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date in the
case of a Corporate Unit or (B) on the Business Day immediately
preceding the Purchase Contract Settlement Date in the case of a
Treasury Unit, of the Purchase Price in lawful money of the United
States by certified or cashier's check or wire transfer of immediately
available funds payable to or upon the order of the Securities
Intermediary, then the Collateral Agent shall (i) instruct the
Securities Intermediary promptly to invest any such Cash in Permitted
Investments of the type described in clause (vi) of the definition
thereof unless it has received other instructions from the Company by
10:30 a.m., New York time, on such date  and (ii) release from the
Pledge (1) Pledged Debentures in the case of a Holder of Corporate
Units or (2) Pledged Treasury Securities in the case of a Holder of
Treasury Units, in each case with a principal amount at maturity equal
to the product of (x) the Stated Amount times (y) the number of such
Purchase Contracts as to which such Holders have elected to effect a
Cash Settlement pursuant to this Section 5.5(a) and shall instruct the
Securities Intermediary to Transfer all such Pledged Debentures or
Pledged Treasury Securities, as the case may be, to the Purchase
Contract Agent for the benefit of such Holders, in each case free and
clear of the Pledge, for distribution to such Holders in accordance
with their respective interests.  Upon receipt of the proceeds upon
the maturity of the Permitted Investments on the Purchase Contract
Settlement Date, the Collateral Agent shall (A) instruct the
Securities Intermediary to pay the portion of such proceeds and
deliver any certified or cashier's checks received, in an aggregate
amount equal to the Purchase Price, to the Company on the Purchase
Contract Settlement Date, and (B) instruct the Securities Intermediary
to release any amounts in respect of the interest earned from such
Permitted Investments to the Purchase Contract Agent for distribution
to the relevant Holders in accordance with their respective interests.




(b)  If a Holder of a Corporate Unit notifies the Purchase
Contract Agent as provided in Section 5.4(a)(i) of the Purchase
Contract Agreement of its intention to pay the Purchase Price in cash,
but fails to make such payment as required by Section 5.4(a)(ii) of
the Purchase Contract Agreement, such Holder shall be deemed to have
consented to the disposition of the Pledged Debentures of such Holder




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in accordance with Section 5.4(a)(iii) of the Purchase Contract
Agreement.




(c)  If a Holder of a Treasury Unit notifies the Purchase
Contract Agent as provided in Section 5.4(d)(i) of the Purchase
Contract Agreement of its intention to pay the Purchase Price in cash,
but fails to make such payment as required by Section 5.4(d)(ii) of
the Purchase Contract Agreement, such Holder shall be deemed to have
elected to pay the Purchase Price in accordance with Section
5.4(d)(iii) of the Purchase Contract Agreement.




(d)  Prior to 3:00 p.m., New York City time, on the fifth
Business Day immediately preceding the Purchase Contract Settlement
Date, the Securities Intermediary shall deliver to the Purchase
Contract Agent a notice, substantially in the form of EXHIBIT E to
this Agreement, stating the amount of cash that it has received with
respect to the Cash Settlement of Corporate Units.




(e)  Prior to 3:00 p.m., New York City time, on the Business
Day immediately preceding the Purchase Contract Settlement Date, the
Securities Intermediary shall deliver to the Purchase Contract Agent a
notice, substantially in the form of EXHIBIT F to this Agreement,
stating the amount of cash that it has received with respect to the
Cash Settlement of Treasury Units.




SECTION 5.6.   [INTENTIONALLY OMITTED].




SECTION 5.7.   APPLICATION OF PROCEEDS OF SETTLEMENT.




(a)  If a Holder of Corporate Units has not elected to make
an effective Cash Settlement by notifying the Purchase Contract Agent
in the manner provided for in Section 5.4(a)(i) in the Purchase
Contract Agreement, or has given such notice but failed to deliver the
required cash to the Securities Intermediary prior to 11:00 A.M., New
York City time, on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, such Holder shall be deemed to have
elected to pay for the shares of Common Stock to be issued under such
Purchase Contract(s) from the Proceeds of the related Pledged
Debentures.  In such event, the Collateral Agent shall instruct the
Securities Intermediary to Transfer the related Pledged Debentures to
the Remarketing Agent for remarketing.  Upon receiving such Pledged
Debentures, the Remarketing Agent, pursuant to the terms of the
Remarketing Agreement, will use commercially reasonable efforts to
remarket such Pledged Debentures on such date at a price of 100.50% of
the aggregate principal amount of such Pledged Debentures.  From the
proceeds of the Remarketing, the Remarketing Agent will retain an
amount (not exceeding 0.50% of the aggregate principal amount of such
Pledged Debentures) equal to its remarketing fee and will deposit the
remaining amount of the Proceeds of such remarketing in the Collateral
Account.  On the Purchase Contract Settlement Date, the Collateral
Agent shall instruct the Securities Intermediary to apply a portion of
the Proceeds from such remarketing equal to the aggregate principal




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amount of such Pledged Debentures to satisfy in full the obligations
of such Holders of Corporate Units to pay the Purchase Price to
purchase the Common Stock under the related Purchase Contracts.  The
balance of the Proceeds from such remarketing (if any) shall be
transferred to the Company.  If the Remarketing Agent advises the
Collateral Agent in writing that there has been a Failed Remarketing,
the Collateral Agent, for the benefit of the Company shall, at the
written direction of the Company, dispose of the Pledged Debentures in
accordance with applicable law and satisfy in full, from such
disposition, such Holders' obligations to pay the Purchase Price for
the Common Stock.




(b)  If a Holder of Treasury Units has not elected to make
an effective cash settlement by notifying the Purchase Contract Agent
in the manner provided for in Section 5.4(d)(i) of the Purchase
Contract Agreement, or has given such notice but failed to make such
payment in the manner required by Section 5.4(d)(ii) of the Purchase
Contract Agreement, such Holder shall be deemed to have elected to pay
for the shares of Common Stock to be issued under such Purchase
Contract(s) from the Proceeds of the related Pledged Treasury
Securities.  Upon maturity of the Pledged Treasury Securities, the
Securities Intermediary, at the written direction of the Collateral
Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury
Securities in Permitted Investments of the type described in clause


(vi) of the definition thereof unless it has received other
instructions from the Company by 10:30 a.m., New York time, on such
date.  Without receiving any instruction from any such Holder of
Treasury Units, the Collateral Agent shall apply the Proceeds of the
related Pledged Treasury Securities to the settlement of such Purchase
Contracts on the Purchase Contract Settlement Date.  If the sum of the
Proceeds from the related Pledged Treasury Securities and the
investment earnings from the investment in Permitted Investments is in
excess of the aggregate Purchase Price of the Purchase Contracts being
settled, the Collateral Agent shall instruct the Securities
Intermediary to distribute such excess, when received, to the Purchase
Contract Agent for the benefit of such Holders for distribution to
such Holders in accordance with their respective interests.





ARTICLE VI






VOTING RIGHTS - PLEDGED DEBENTURES





The Purchase Contract Agent may exercise, or refrain from
exercising, any and all voting and other consensual rights pertaining
to the Pledged Debentures or any part of them in accordance with the
terms of the Purchase Contract Agreement; PROVIDED, that the Purchase
Contract Agent shall not exercise or, as the case may be, shall not
refrain from exercising such right if, in the judgment of the Purchase
Contract Agent, such action or inaction would impair or otherwise have
a material and adverse effect on the value of all or any of the
Pledged Debentures; and PROVIDED FURTHER, that the Purchase Contract




15









Agent shall give the Company and the Collateral Agent at least five
days' prior written notice of the manner in which it intends to
exercise, or its reasons for refraining from exercising, any such
right.  Upon receipt of any notices and other communications in
respect of any Pledged Debentures, including notice of any meeting at
which holders of the Debentures are entitled to vote or solicitation
of consents, waivers or proxies of holders of the Debentures, the
Collateral Agent shall use reasonable efforts to send promptly to the
Purchase Contract Agent such notice or communication, and as soon as
reasonably practicable after receipt of a written request from the
Purchase Contract Agent, shall execute and deliver to the Purchase
Contract Agent such proxies and other instruments in respect of such
Pledged Debentures (in form and substance satisfactory to the
Collateral Agent) as are prepared by the Company and delivered to the
Purchase Contract Agent with respect to the Pledged Debentures.





ARTICLE VII






RIGHTS AND REMEDIES;


DISTRIBUTION OF THE DEBENTURES





SECTION 7.1.   RIGHTS AND REMEDIES OF THE COLLATERAL AGENT.




(a)  In addition to the rights and remedies specified in


Section 5.4 or otherwise available at law or in equity, after an event
of default (as specified in Section 7.1(b) below), the Collateral
Agent shall have all of the rights and remedies with respect to the
Collateral of a secured party under the Code (whether or not the Code
is in effect in the jurisdiction where the rights and remedies are
asserted) and the TRADES Regulations and such additional rights and
remedies to which a secured party is entitled under the laws in effect
in any jurisdiction where any rights and remedies under this Agreement
may be asserted.  Without limiting the generality of the foregoing,
such remedies may include, to the extent permitted by applicable law,


(i) retention of the Pledged Debentures in full satisfaction of the
Holders' obligations under the Purchase Contracts or (ii) sale of the
Pledged Debentures in one or more public or private sales.




(b)  Without limiting any rights or powers otherwise granted
by this Agreement to the Collateral Agent, if the Collateral Agent is
unable to make payments to the Company on account of principal
payments of any Pledged Treasury Securities as provided in Article
III, in satisfaction of the Obligations of the Holder of the Treasury
Units of which such Pledged Treasury Securities is a part under the
related Purchase Contracts, the inability to make such payments shall
constitute an event of default under this Agreement and the Collateral
Agent shall have and may exercise, with reference to such Pledged
Treasury Securities and such Obligations of such Holder, any and all
of the rights and remedies available to a secured party under the Code
and the TRADES Regulations after default by a debtor, and as otherwise
granted in this Agreement or under any other law.




16









(c)  Without limiting any rights or powers otherwise granted
by this Agreement to the Collateral Agent, the Collateral Agent is
irrevocably authorized to receive and collect all payments of (i) the
principal amount of the Pledged Treasury Securities and (ii) the
principal amount of the Pledged Debentures, subject, in each case, to
the provisions of Article III, and as otherwise granted in this
Agreement.




(d)  The Purchase Contract Agent and each Holder of Units,
in the event such Holder becomes the Holder of a Treasury Unit, agrees
that, from time to time, upon the written request of the Collateral
Agent, the Purchase Contract Agent or such Holder shall execute and
deliver such further documents and do such other acts and things as
the Collateral Agent may reasonably request in order to maintain the
Pledge, and the perfection and priority of the Pledge, and to confirm
the rights of the Collateral Agent under this Agreement.  The Purchase
Contract Agent shall have no liability to any Holder for executing any
documents or taking any such acts requested by the Collateral Agent
under this Agreement, except for liability for its own negligent acts,
its own negligent failure to act or its own willful misconduct.




SECTION 7.2.   SUBSTITUTIONS.  Whenever a Holder has the
right to substitute Treasury Securities, Debentures or security
entitlements to either of them, as the case may be, for financial
assets held in the Collateral Account, such substitution shall not
constitute a novation of the security interest created by this
Agreement.





ARTICLE VIII






REPRESENTATIONS AND WARRANTIES; COVENANTS





SECTION 8.1.   REPRESENTATIONS AND WARRANTIES.  Each Holder
from time to time, acting through the Purchase Contract Agent as
attorney-in-fact (it being understood that the Purchase Contract Agent
shall not be liable for any representation or warranty made by or on
behalf of a Holder), represents and warrants to the Collateral Agent
(with respect to his interest in the Collateral), which
representations and warranties shall be deemed repeated on each day a
Holder Transfers Collateral that:




(a)  such Holder has the power to grant a security
interest in and lien on the Collateral;




(b)  such Holder is the sole beneficial owner of the
Collateral and, in the case of Collateral
delivered in physical form, is the sole holder of
such Collateral and is the sole beneficial owner
of, or has the right to Transfer, the Collateral
it Transfers to the Securities Intermediary for
credit to the Collateral Account, free and clear




17









of any security interest, lien, encumbrance, call,
liability to pay money or other restriction other
than the security interest and lien granted under
Article II;




(c)  upon the Transfer of the Collateral to the
Securities Intermediary for credit to the
Collateral Account, the Collateral Agent, for the
benefit of the Company, will have a valid and
perfected first priority security interest in the
Collateral (assuming that any central clearing
operation or any securities intermediary or other
entity not within the control of the Holder in-
volved in the Transfer of the Collateral,
including the Collateral Agent and the Securities
Intermediary, gives the notices and takes the
action required of it under this Agreement and
under applicable law for perfection of that
interest and assuming the establishment and
exercise of control pursuant to Article IV); and




(d)  the execution and performance by the Holder of its
obligations under this Agreement will not result
in the creation of any security interest, lien or
other encumbrance on the Collateral other than the
security interest and lien granted under Article
II or violate any provision of any existing law or
regulation applicable to it or of any mortgage,
charge, pledge, indenture, contract or undertaking
to which it is a party or which is binding on it
or any of its assets.




SECTION 8.2.   COVENANTS.  The Holders from time to time,
acting through the Purchase Contract Agent as their attorney-in-fact
(it being understood that the Purchase Contract Agent shall not be
liable for any covenant made by or on behalf of a Holder), covenant to
the Collateral Agent that for so long as the Collateral remains
subject to the Pledge:




(a)  neither the Purchase Contract Agent nor such
Holders will create or purport to create or allow
to subsist any mortgage, charge, lien, pledge or
any other security interest over the Collateral or
any part of it other than pursuant to this
Agreement; and




(b)  neither the Purchase Contract Agent nor such
Holders will sell or otherwise dispose (or attempt
to dispose) of the Collateral or any part of it
except for the beneficial interest in the
Collateral, subject to the Pledge, transferred in
connection with the Transfer of the Units.




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ARTICLE IX






THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY





SECTION 9.1.   APPOINTMENT, POWERS AND IMMUNITIES.  The
Collateral Agent shall act as agent for the Company under this
Agreement with such powers as are specifically vested in the
Collateral Agent by the terms of this Agreement, together with such
other powers as are reasonably incidental to such express powers.  The
Collateral Agent:  (a) shall have no duties or responsibilities except
those expressly set forth in this Agreement and no implied covenants
or obligations shall be inferred from this Agreement against the
Collateral Agent, nor shall the Collateral Agent be bound by the
provisions of any agreement by any party beyond the specific terms of
this Agreement; (b) shall not be responsible for any recitals
contained in this Agreement, or in any certificate or other document
referred to or provided for in, or received by it under, this
Agreement, the Units or the Purchase Contract Agreement, or for the
value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement (other than as against the Collateral
Agent), the Units or the Purchase Contract Agreement or any other
document referred to or provided for in this Agreement or therein or
for any failure by the Company or any other Person (except the
Collateral Agent) to perform any of its obligations under this
Agreement or thereunder or for the perfection, priority or, except as
expressly required by this Agreement, maintenance of any security
interest created under this Agreement; (c) shall not be required to
initiate or conduct any litigation or collection proceedings under
this Agreement (except pursuant to directions furnished under Section
9.2, subject to Section 9.6); (d) shall not be responsible for any
action taken or omitted to be taken by it under this Agreement or
under any other document or instrument referred to or provided for in
this Agreement or in connection with this Agreement or therewith,
except for its own negligence or willful misconduct; and (e) shall not
be required to advise any party as to selling or retaining, or taking
or refraining from taking any action with respect to, any securities
or other property deposited under this Agreement.  Subject to the
foregoing, during the term of this Agreement, the Collateral Agent
shall take all reasonable action in connection with the safekeeping
and preservation of the Collateral.




No provision of this Agreement shall require the Collateral
Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties under this
Agreement.  In no event shall the Collateral Agent be liable for any
amount in excess of the Value of the Collateral.  Notwithstanding the
foregoing, each of the Collateral Agent and the Securities Inter-
mediary in its individual capacity waives any right of setoff, bankers
lien, liens or perfection rights as securities intermediary or any
counterclaim with respect to any of the Collateral.




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SECTION 9.2.   INSTRUCTIONS OF THE COMPANY.  The Company
shall have the right, by one or more instruments in writing executed
and delivered to the Collateral Agent, to direct the time, method and
place of conducting any proceeding for the realization of any right or
remedy available to the Collateral Agent, or of exercising any power
conferred on the Collateral Agent, or to direct the taking or
refraining from taking of any action authorized by this Agreement;
PROVIDED, that (i) such direction shall not conflict with the
provisions of any law or of this Agreement and (ii) the Collateral
Agent shall be adequately indemnified as provided in this Agreement.
Nothing in this Section 9.2 shall impair the right of the Collateral
Agent in its discretion to take any action or omit to take any action
which it deems proper and which is not inconsistent with such
direction.




SECTION 9.3.   RELIANCE BY COLLATERAL AGENT AND SECURITIES
INTERMEDIARY.  Each of the Securities Intermediary and the Collateral
Agent shall be entitled to rely upon any certification, order,
judgment, opinion, notice or other communication (including, without
limitation, any of them made by telephone, telecopy, telex, facsimile,
or email or similar electronic means) believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper
Person or Persons (without being required to determine the correctness
of any fact stated therein) and upon advice, opinions and statements
of legal counsel and other experts selected by the Collateral Agent
and the Securities Intermediary.  As to any matters not expressly
provided for by this Agreement, the Collateral Agent and the
Securities Intermediary shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement in
accordance with instructions given by the Company in accordance with
this Agreement.




SECTION 9.4.   RIGHTS IN OTHER CAPACITIES.  The Collateral
Agent and the Securities Intermediary and their affiliates may
(without having to account to the Company) accept deposits from, lend
money to, make their investments in and generally engage in any kind
of banking, trust or other business with the Purchase Contract Agent,
any other Person interested in this Agreement and any Holder of Units
(and any of their respective subsidiaries or affiliates) as if it were
not acting as the Collateral Agent, and the Collateral Agent, the
Securities Intermediary and their affiliates may accept fees and other
consideration from the Purchase Contract Agent and any Holder of Units
without having to account for the same to the Company; PROVIDED, that
each of the Securities Intermediary and the Collateral Agent covenants
and agrees with the Company that it shall not accept, receive or
permit there to be created in favor of itself and shall take no
affirmative action to permit there to be created in favor of any other
Person, any security interest, lien or other encumbrance of any kind
in or upon the Collateral other than the lien created by the Pledge.




SECTION 9.5.   NON-RELIANCE ON COLLATERAL AGENT AND
SECURITIES INTERMEDIARY.  Neither the Securities Intermediary nor the




20









Collateral Agent shall be required to keep itself informed as to the
performance or observance by the Purchase Contract Agent or any Holder
of Units of this Agreement, the Purchase Contract Agreement, the Units
or any other document referred to or provided for in this Agreement or
therein or to inspect the properties or books of the Purchase Contract
Agent or any Holder of Units.  Neither the Collateral Agent nor the
Securities Intermediary shall  have any duty or responsibility to pro-
vide the Company with any credit or other information concerning the
affairs, financial condition or business of the Purchase Contract
Agent or any Holder of Units (or any of their respective affiliates)
that may come into the possession of the Collateral Agent or the
Securities Intermediary or any of their respective affiliates.




SECTION 9.6.   COMPENSATION AND INDEMNITY.  The Company
agrees:




(1)  to pay the Collateral Agent and the Securities
Intermediary from time to time such compensation as shall be agreed in
writing between the Company and the Collateral Agent or the Securities
Intermediary, as the case may be, for all services rendered by them
hereunder;




(2)  indemnify and hold harmless the Collateral Agent, the
Securities Intermediary and each of their respective directors,
officers, agents and employees (collectively, the "Indemnitees"), from
and against any and all claims, liabilities, losses, damages, fines,
penalties and expenses (including reasonable fees and expenses of
counsel) (collectively, "Losses" and individually, a "Loss") that may
be imposed on, incurred by, or asserted against, the Indemnitees or
any of them for following any instructions or other directions upon
which either the Collateral Agent or the Securities Intermediary is
entitled to rely pursuant to the terms of this Agreement; and




(3)  in addition to and not in limitation of paragraph (2)
immediately above, indemnify and hold the Indemnitees and each of them
harmless from and against any and all Losses that may be imposed on,
incurred by or asserted against, the Indemnitees or any of them in
connection with or arising out of the Collateral Agent's or the
Securities Intermediary's acceptance or performance of its powers and
duties under this Agreement, provided the Collateral Agent or the
Securities Intermediary has not acted with negligence or engaged in
willful misconduct or bad faith with respect to the specific Loss
against which indemnification is sought.




SECTION 9.7.   FAILURE TO ACT.  In the event of any
ambiguity in the provisions of this Agreement or any dispute between
or conflicting claims by or among the parties to this Agreement or any
other Person with respect to any funds or property deposited under
this Agreement, the Collateral Agent and the Securities Intermediary
shall be entitled, after prompt notice to the Company and the Purchase
Contract Agent, at its sole option, to refuse to comply with any and
all claims, demands or instructions with respect to such property or




21









funds so long as such dispute or conflict shall continue, and the
Collateral Agent and the Securities Intermediary shall not be or
become liable in any way to any of the parties for its failure or
refusal to comply with such conflicting claims, demands or
instructions.  The Collateral Agent and the Securities Intermediary
shall be entitled to refuse to act until either (i) such conflicting
or adverse claims or demands shall have been finally determined by a
court of competent jurisdiction or settled by agreement between the
conflicting parties as evidenced in a writing satisfactory to the
Collateral Agent or the Securities Intermediary or (ii) the Collateral
Agent or the Securities Intermediary shall have received security or
an indemnity satisfactory to it sufficient to save it harmless from
and against any and all loss, liability or expense which it may incur
by reason of its acting.  The Collateral Agent and the Securities
Intermediary may in addition elect to commence an interpleader action
or seek other judicial relief or orders as the Collateral Agent or the
Securities Intermediary may deem necessary.  Notwithstanding anything
contained in this Agreement to the contrary, neither the Collateral
Agent nor the Securities Intermediary shall be required to take any
action that is in its opinion contrary to law or to the terms of this
Agreement, or which would in its opinion subject it or any of its
officers, employees or directors to liability.




SECTION 9.8.   RESIGNATION OF COLLATERAL AGENT AND
SECURITIES INTERMEDIARY.




(a)  Subject to the appointment and acceptance of a
successor Collateral Agent as provided below, (i) the Collateral Agent
may resign at any time by giving notice to the Company and the
Purchase Contract Agent as attorney-in-fact for the Holders of Units,


(ii) the Collateral Agent may be removed at any time by the Company,
and (iii) if the Collateral Agent fails to perform any of its material
obligations under this Agreement in any material respect for a period
of not less than 20 days after receiving written notice of such
failure by the Purchase Contract Agent and such failure shall be
continuing, the Purchase Contract Agent may, but shall not be
obligated to, remove the Collateral Agent.  The Purchase Contract
Agent shall promptly notify the Company of any removal of the
Collateral Agent pursuant to clause (iii) of the immediately preceding
sentence.  Upon any such resignation or removal, the Company shall
have the right to appoint a successor Collateral Agent.  If no
successor Collateral Agent shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Collateral
Agent's giving of notice of resignation or such removal, then the
retiring Collateral Agent may petition any court of competent
jurisdiction for the appointment of a successor Collateral Agent.  The
Collateral Agent shall be a bank which has an office (or an agency
office) in New York, New York with a combined capital and surplus of
at least $50,000,000 and shall not be the Purchase Contract Agent or
any of its affiliates.  Upon the acceptance of any appointment as
Collateral Agent by a successor Collateral Agent, such successor
Collateral Agent shall immediately succeed to and become vested with




22









all the rights, powers, privileges and duties of the retiring
Collateral Agent, and the retiring Collateral Agent shall take all
appropriate action to transfer any money and property held by it under
this Agreement (including the Collateral) to such successor Collateral
Agent.  The retiring Collateral Agent shall, upon such succession, be
discharged from its duties and obligations as Collateral Agent.  After
any retiring Collateral Agent's resignation as Collateral Agent, the
provisions of this Article IX shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it
was acting as the Collateral Agent.




(b)  Subject to the appointment and acceptance of a
successor Securities Intermediary as provided below, (i) the
Securities Intermediary may resign at any time by giving notice to the
Company and the Purchase Contract Agent as attorney-in-fact for the
Holders of Units, (ii) the Securities Intermediary may be removed at
any time by the Company, and (iii) if the Securities Intermediary
fails to perform any of its material obligations under this Agreement
in any material respect for a period of not less than 20 days after
receiving written notice of such failure by the Purchase Contract
Agent and such failure shall be continuing, the Securities
Intermediary may be removed by the Purchase Contract Agent.  The
Purchase Contract Agent shall promptly notify the Company of any
removal of the Securities Intermediary pursuant to clause (iii) of the
immediately preceding sentence.  Upon any such resignation or removal,
the Company shall have the right to appoint a successor Securities
Intermediary.  If no successor Securities Intermediary shall have been
so appointed and shall have accepted such appointment within 30 days
after the retiring Securities Intermediary's giving of notice of
resignation or such removal, then the retiring Securities Intermediary
may petition any court of competent jurisdiction for the appointment
of a successor Securities Intermediary.  The Securities Intermediary
shall be a bank which has an office (or an agency office) in New York,
New York with a combined capital and surplus of at least $50,000,000
and shall not be the Purchase Contract Agent or any of its affiliates.
Upon the acceptance of any appointment as Securities Intermediary by a
successor Securities Intermediary, such successor Securities
Intermediary shall immediately succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Securities
Intermediary, and the retiring Securities Intermediary shall take all
appropriate action to transfer any money and property held by it under
this Agreement (including the Collateral) to such successor Securities
Intermediary.  The retiring Securities Intermediary shall, upon such
succession, be discharged from its duties and obligations as
Securities Intermediary.  After any retiring Securities Intermediary's
resignation as Securities Intermediary, the provisions of this
Article 9 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the
Securities Intermediary.




SECTION 9.9.   RIGHT TO APPOINT AGENT OR ADVISOR.  The
Collateral Agent shall have the right to appoint agents or advisors in




23









connection with any of its duties under this Agreement, and the
Collateral Agent shall not be liable for any action taken or omitted
by, or in reliance upon the advice of, such agents or advisors
selected in good faith.  The appointment of agents and advisors
pursuant to this Section 9.9 shall be subject to prior consent of the
Company, which consent shall not be unreasonably withheld.




SECTION 9.10.  SURVIVAL.  The provisions of this Article IX
shall survive termination of this Agreement and the resignation or
removal of the Collateral Agent or the Securities Intermediary.




SECTION 9.11.  EXCULPATION.  Anything in this Agreement to
the contrary notwithstanding, in no event shall the Collateral Agent
or the Securities Intermediary or their officers, directors, employees
or agents be liable under this Agreement to any third party for
indirect, special, punitive, or consequential loss or damage of any
kind, including lost profits, whether or not the likelihood of such
loss or damage was known to the Collateral Agent or the Securities
Intermediary, or any of them.





ARTICLE X






AMENDMENT





SECTION 10.1.  AMENDMENT WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company, the Collateral Agent,
the Securities Intermediary and the Purchase Contract Agent, at any
time and from time to time, may amend this Agreement, in form
satisfactory to the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, for any one or more of
the following purposes only:




(1)  to evidence the succession of another Person to the
Company, and the assumption by any such successor of the
covenants and agreements of the Company;




(2)  to add to the covenants of the Company for the benefit
of the Holders, or to surrender any right or power conferred upon
the Company in this Agreement, so long as such covenants or such
surrender does not adversely affect the validity, perfection or
priority of the Pledge;




(3)  to evidence and provide for the acceptance of
appointment by a successor Collateral Agent, Securities
Intermediary or Purchase Contract Agent; or




(4)  to cure any ambiguity (or formal defect), to correct or
supplement any provisions in this Agreement which may be incon-
sistent with any other such provisions in this Agreement, or to
make any other provisions with respect to such matters or




24









questions arising under this Agreement; PROVIDED, that such
action shall not adversely affect the interests of the Holders.




SECTION 10.2.  AMENDMENT WITH CONSENT OF HOLDERS.  With the
consent of the Holders of not less than a majority of the Purchase
Contracts at the time outstanding, by Act of said Holders delivered to
the Company, the Purchase Contract Agent, the Securities Intermediary
or the Collateral Agent, as the case may be, the Company, when duly
authorized, the Purchase Contract Agent, the Securities Intermediary
and the Collateral Agent may amend this Agreement for the purpose of
modifying in any manner the provisions of this Agreement or the rights
of the Holders in respect of the Units; PROVIDED, that no such
supplemental agreement shall, without the unanimous consent of the
Holders of each Outstanding Unit adversely affected by it,




(1)  change the amount or type of Collateral underlying a
Unit (except for the rights of holders of Corporate Units to
substitute the Treasury Securities for the Pledged Debentures, or
the rights of Holders of Treasury Units to substitute Debentures
for the Pledged Treasury Securities), impair the right of the
Holder of any Unit to receive distributions on the underlying
Collateral or otherwise adversely affect the Holder's rights in
or to such Collateral;




(2)  otherwise effect any action that would require the
consent of the Holder of each Outstanding Unit affected by such
action pursuant to the Purchase Contract Agreement if such action
were effected by an agreement supplemental to it; or




(3)  reduce the percentage of Purchase Contracts the consent
of the Holders of which is required for any such amendment;




PROVIDED, that if any amendment or proposal referred to above would
adversely affect only the Corporate Units or only the Treasury Units,
then only the affected class of Holder as of the record date for the
Holders entitled to vote will be entitled to vote on such amendment or
proposal, and such amendment or proposal shall not be effective except
with the consent of Holders of not less than a majority of such class;
and PROVIDED FURTHER, that the unanimous consent of the Holders of
each outstanding Purchase Contract of such class affected thereby
shall be required to approve any amendment or proposal specified in
clauses (1) - (3) above.




It shall not be necessary for any Act of Holders under this
Article to approve the particular form of any proposed amendment, but
it shall be sufficient if such Act shall approve the substance of the
amendment.




SECTION 10.3.  EXECUTION OF AMENDMENTS.  In executing any
amendment permitted by this Article, the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent shall be
entitled to receive and (subject to Section 7.1 of the Purchase




25









Contract Agreement with respect to the Purchase Contract Agent) shall
be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent, if any, to the execution
and delivery of such amendment have been satisfied.




SECTION 10.4.  EFFECT OF AMENDMENTS.  Upon the execution of
any amendment under this Article, this Agreement shall be modified in
accordance with the amendment, and such amendment shall form a part of
this Agreement for all purposes; and every Holder of Certificates
previously or subsequently authenticated, executed on behalf of the
Holders and delivered under the Purchase Contract Agreement shall be
bound by the amendment.




SECTION 10.5.  REFERENCE TO AMENDMENTS.  Certificates
authenticated, executed on behalf of the Holders and delivered after
the execution of any amendment pursuant to this Article may, and shall
if required by the Collateral Agent or the Purchase Contract Agent,
bear a notation in form approved by the Purchase Contract Agent and
the Collateral Agent as to any matter provided for in such amendment.
If the Company shall so determine, new Unit Certificates so modified
as to conform, in the opinion of the Collateral Agent, the Purchase
Contract Agent and the Company, to any such amendment may be prepared
and executed by the Company and authenticated, executed on behalf of
the Holders and delivered by the Purchase Contract Agent in accordance
with the Purchase Contract Agreement in exchange for Outstanding Unit
Certificates.





ARTICLE XI






MISCELLANEOUS





SECTION 11.1.  NO WAIVER.  No failure on the part of the
Collateral Agent or any of its agents to exercise, and no course of
dealing with respect to, and no delay in exercising, any right, power
or remedy under this Agreement shall operate as a waiver thereof; nor
shall any single or partial exercise by the Collateral Agent or any of
its agents of any right, power or remedy under this Agreement preclude
any other or further exercise thereof or the exercise of any other
right, power or remedy.  The remedies in this Agreement are cumulative
and are not exclusive of any remedies provided by law.




SECTION 11.2.  GOVERNING LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONTRARY CONFLICT OF
LAWS OR CHOICE OF LAW PROVISIONS OF THE LAW OF THE STATE OF NEW YORK
OR ANY OTHER JURISDICTION.  Without limiting the foregoing, the above
choice of law is expressly agreed to by the Company, the Securities
Intermediary, the Collateral Agent and the Holders from time to time
acting through the Purchase Contract Agent, as their attorney-in-fact,
in connection with the establishment and maintenance of the Collateral




26









Account.  The Company, the Collateral Agent, the Securities
Intermediary and the Holders from time to time of the Units, acting
through the Purchase Contract Agent as their attorney-in-fact, submit
to the nonexclusive jurisdiction of the United States District Court
for the Southern District of New York and of any New York state court
sitting in New York City for the purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions
contemplated by this Agreement.  The Company, the Collateral Agent,
the Securities Intermediary and the Holders from time to time of the
Units, acting through the Purchase Contract Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted
by applicable law, any objection which they may now or subsequently
have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court
has been brought in an inconvenient forum.




SECTION 11.3.  NOTICES.  All notices, requests, consents and
other communications provided for in this Agreement (including,
without limitation, any modifications of, or waivers or consents
under, this Agreement) shall be given or made in writing (including,
without limitation, by telecopy) delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature
pages or, as to any party, at such other address as shall be
designated by such party in a notice to the other parties.  Except as
otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopier or
personally delivered or, in the case of a mailed notice, upon receipt,
in each case given or addressed as aforesaid.




SECTION 11.4.  SUCCESSORS AND ASSIGNS.  This Agreement shall
be binding upon and inure to the benefit of the respective successors
and assigns of the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, and the Holders from
time to time of the Units, by their acceptance of the same, shall be
deemed to have agreed to be bound by the provisions of this Agreement
and to have ratified the agreements of, and the grant of the Pledge
by, the Purchase Contract Agent.




SECTION 11.5.  COUNTERPARTS.  This Agreement may be executed
in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any of the parties may
execute this Agreement by signing any such counterpart.




SECTION 11.6.  SEVERABILITY.  If any provision of this
Agreement is invalid and unenforceable in any jurisdiction, then, to
the fullest extent permitted by law, (i) the other provisions of this
Agreement shall remain in full force and effect in such jurisdiction
and shall be liberally construed in order to carry out the intentions
of the parties as nearly as may be possible and (ii) the invalidity or
unenforceability of any provision of this Agreement in any
jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.




27









SECTION 11.7.  EXPENSES, ETC.  The Company agrees to
reimburse the Collateral Agent and the Securities Intermediary for:


(a) all reasonable costs and expenses of the Collateral Agent and the
Securities Intermediary (including, without limitation, the reasonable
fees and expenses of counsel to the Collateral Agent and the
Securities Intermediary), in connection with (i) the negotiation,
preparation, execution and delivery or performance of this Agreement
and (ii) any modification, supplement or waiver of any of the terms of
this Agreement; (b) all reasonable costs and expenses of the
Collateral Agent and the Securities Intermediary (including, without
limitation, reasonable fees and expenses of counsel) in connection
with (i) any enforcement or proceedings resulting or incurred in
connection with causing any Holder of Units to satisfy its obligations
under the Purchase Contracts forming a part of the Units and (ii) the
enforcement of this Section 11.7; (c) all transfer, stamp, documentary
or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement or any
other document referred to in this Agreement and all costs, expenses,
taxes, assessments and other charges incurred in connection with any
filing, registration, recording or perfection of any security interest
contemplated by this Agreement; (d) all fees and expenses of any agent
or advisor appointed by the Collateral Agent or the Securities
Intermediary in connection with its duties under this Agreement; and


(e) any other out-of-pocket costs and expenses reasonably incurred by
the Collateral Agent and the Securities Intermediary in connection
with the performance of their duties hereunder.




SECTION 11.8.  SECURITY INTEREST ABSOLUTE.  All rights of
the Collateral Agent and security interests under this Agreement, and
all obligations of the Holders from time to time under this Agreement,
shall be absolute and unconditional irrespective of:




(a)  any lack of validity or enforceability of any provision
of the Purchase Contracts or the Units or any other agreement or
instrument relating to them;




(b)  any change in the time, manner or place of payment of,
or any other term of, or any increase in the amount of, all or
any of the obligations of Holders of the Units under the related
Purchase Contracts, or any other amendment or waiver of any term
of, or any consent to any departure from any requirement of, the
Purchase Contract Agreement or any Purchase Contract or any other
agreement or instrument relating to them; or




(c)  any other circumstance which might otherwise constitute
a defense available to, or discharge of, a borrower, a guarantor
or a pledgor.




SECTION 11.9.  NAME OF THE COMPANY. The Company, NiSource
Inc., an Indiana corporation ("NiSource"), Columbia Energy Group, a
Delaware corporation ("Columbia"), Parent Acquisition Corp., an
Indiana corporation, Company Acquisition Corp., a Delaware




28









corporation, and NiSource Finance Corp., an Indiana corporation, have
entered into the Agreement and Plan of Merger dated as of February 27,
2000, as amended and restated as of March 31, 2000 (the "Merger
Agreement"), pursuant to which, among other things, NiSource and
Columbia will become wholly owned subsidiaries of the Company and the
former stockholders of NiSource and Columbia will become stockholders
of the Company (the "Merger"). The Merger will become effective
contemporaneously with the execution and delivery of this Agreement by
the Company. Immediately following the Merger, NiSource will merge
with and into the Company, and the Company will immediately thereafter
change its name from New NiSource Inc. to NiSource Inc. Accordingly,
after the Company has so changed its name, all references in this to
the Company's former name shall be deemed to refer to its new name,
NiSource Inc.





[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





29









IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed as of the day and year first above written.












NEW NISOURCE INC.                 THE CHASE MANHATTAN BANK, as
                                  Purchase Contract Agent and as
                                  attorney-in-fact of the Holders
                                  from time to time of the Units


By: __________________________    By: __________________________
    Name:                             Name:
    Title:                            Title:

Address for Notices:              Address for Notices:

   New NiSource Inc.                  The Chase Manhattan Bank
   801 East 8th Avenue                450 West 33rd Street
   Merrillville, Indiana 46410        New York, New York  10001

Attention: Stephen P. Adik        Attention:  Capital Markets
Telecopy: (219) 649-6060                      Fiduciary Services
                                  Telecopy:   212-946-8159
                                  Wire transfer instructions:
                                  ________________________________






















BANK ONE TRUST COMPANY,            BANK ONE TRUST COMPANY, NATIONAL
NATIONAL  ASSOCIATION, as          ASSOCIATION, as Securities
Collateral Agent                   Intermediary


By: __________________________     By: __________________________
   Name:                               Name:
   Title:                              Title:

Address for Notices:               Address for Notices:

  Bank One Trust Company,              Bank One Trust Company,
  National Association                 National Association
  9th Floor,                           9th Floor,
  One North State Street               One North State Street
  Chicago, Illinois 60670-0126         Chicago, Illinois 60670-0126

Attention:  Corporate Trust        Attention:  Corporate Trust
            Administration                     Administration
Telecopy:  312-407-1708            Telecopy:  312-407-1708














30










EXHIBIT A






INSTRUCTION FROM PURCHASE CONTRACT AGENT


TO COLLATERAL AGENT



(Establishment of Treasury Unit)




Bank One Trust Company, National Association,
as Collateral Agent


9th Floor


One North State Street


Chicago, Illinois  60670-0126


Attention:  Corporate Trust Administration
Telecopy:  312-407-1708




Re:  ________ Units of NiSource Inc. (the "Company")




Please refer to the Pledge Agreement, dated as of
______________, 2000 (the "Pledge Agreement"), among the Company, you,
as Collateral Agent, Bank One Trust Company, National Association, as
Securities Intermediary, and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the holders of Units from time to
time.  Capitalized terms used but not defined in this certificate
shall have the meaning set forth in the Pledge Agreement.




We notify you in accordance with Section 5.2 of the Pledge
Agreement that the holder of securities named below (the "Holder") has
elected to substitute $__________ Value of Treasury Securities or
security entitlements to them in exchange for an equal Value of
Pledged Debentures and has delivered to the undersigned a notice
stating that the Holder has Transferred such Treasury Securities or
security entitlements to them to the Securities Intermediary, for
credit to the Collateral Account.




We instruct you to release from the Pledge the Pledged
Debentures for which the Treasury Securities are being substituted and
request that you instruct the Securities Intermediary, upon confirma-
tion that such Treasury Securities or security entitlements to them
have been credited to the Collateral Account, to release to the
undersigned an equal Value of Pledged Debentures in accordance with


Section 5.2 of the Pledge Agreement.





THE CHASE MANHATTAN BANK,


as Purchase Contract Agent





Date: _______________                   By:  ________________________
Name:






Title:




A-1









Please print name and address of Holder electing to substitute
Treasury Securities or security entitlements to them for the Pledged
Debentures:












___________________________        ___________________________________
          Name                     Social Security or other
                                   Taxpayer Identification Number,
                                   if any

___________________________
          Address
___________________________

___________________________














A-2










EXHIBIT B






INSTRUCTION FROM COLLATERAL AGENT


TO SECURITIES INTERMEDIARY



(Establishment of Treasury Unit)




Bank One Trust Company, National Association,
as Securities Intermediary


9th Floor


One North State Street


Chicago, Illinois  60670-0126


Attention:  Corporate Trust Administration
Telecopy:  312-407-1708




Re:  ________ Units of NiSource Inc. (the "Company")




Securities Account No. 205025-001 entitled "Bank One
Trust Company, National Association, as Collateral
Agent, Securities Account (NiSource Inc.)" (the
"Collateral Account")




Please refer to the Pledge Agreement, dated as of _________,
2000 (the "Pledge Agreement"), among the Company, you, as Securities
Intermediary, The Chase Manhattan Bank, as Purchase Contract Agent and
as attorney-in-fact for the holders of Units from time to time, and
the undersigned, as Collateral Agent.  Capitalized terms used but not
defined in this certificate shall have the meanings set forth in the
Pledge Agreement.




When you have confirmed that $__________ Value of Treasury
Securities or security entitlements to them has been credited to the
Collateral Account by or for the benefit of _________, as holder of
Units (the "Holder"), you are instructed to release from the Pledge
the Pledged Debentures for which the Treasury Securities are being
substituted by releasing from the Collateral Account an equal Value of
Debentures or security entitlements to them relating to
______ Corporate Units of the Holder by Transfer to the Purchase
Contract Agent.





BANK ONE TRUST COMPANY,


NATIONAL ASSOCIATION,


as Collateral Agent





Dated: ____________________             By: __________________________
Name:






Title:






B-1









Please print name and address of Holder:










___________________________        ___________________________________
          Name                     Social Security or other
                                   Taxpayer Identification Number,
                                   if any
___________________________
          Address
___________________________

___________________________














B-2










EXHIBIT C






INSTRUCTION FROM PURCHASE CONTRACT AGENT


TO COLLATERAL AGENT



(Reestablishment of Corporate Unit)




Bank One Trust Company, National Association,
as Collateral Agent


9th Floor


One North State Street


Chicago, Illinois  60670-0126


Attention:  Corporate Trust Administration
Telecopy:  312-407-1708




Re:  _______ Units of NiSource Inc. (the "Company")




Please refer to the Pledge Agreement, dated as of ________,
2000 (the "Pledge Agreement"), among the Company, you, as Collateral
Agent, Bank One Trust Company, National Association, as Securities
Intermediary, and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the holders of Units from time to time.  Capi-
talized terms used but not defined in this certificate shall have the
meanings set forth in the Pledge Agreement.




We notify you in accordance with Section 5.3 of the Pledge
Agreement that the holder of securities listed below (the "Holder")
has elected to substitute Debentures or security entitlements to them
in exchange for $__________ Value of Pledged Treasury Securities and
has delivered to the undersigned a notice stating that the Holder has
Transferred such Debentures or security entitlements to them to the
Securities Intermediary, for credit to the Collateral Account.




We instruct you to release from the Pledge the Pledged
Treasury Securities for which the Debentures are being substituted and
request that you instruct the Securities Intermediary, upon
confirmation that such Debentures or security entitlements to them
have been credited to the Collateral Account, to release to the
undersigned $__________ Value of Treasury Securities or security
entitlements to them related to _____ Treasury Units of such Holder in
accordance with Section 5.3 of the Pledge Agreement.







THE CHASE MANHATTAN BANK,













                                          as Purchase Contract Agent

Date: _____________________             By: __________________________
                                            Name:














Title:




C-1









Please print name and address of Holder electing to substitute Pledged
Debentures or security entitlements to them for Pledged Treasury
Securities:












___________________________        ___________________________________
          Name                     Social Security or other
                                   Taxpayer Identification Number,
                                   if any

___________________________
          Address
___________________________

___________________________














C-2










EXHIBIT D






INSTRUCTION FROM COLLATERAL AGENT


TO SECURITIES INTERMEDIARY



(Reestablishment of Corporate Unit)




Bank One Trust Company, National Association,
as Securities Intermediary


9th Floor


One North State Street


Chicago, Illinois  60670-0126


Attention:  Corporate Trust Administration
Telecopy:  312-407-1708




Re:  ________ Units of NiSource Inc. (the "Company")




Securities Account No. 205025-001 entitled "Bank One
Trust Company, National Association, as Collateral
Agent, Securities Account (NiSource Inc.)" (the
"Collateral Account")




Please refer to the Pledge Agreement dated as of _________,
2000 (the "Pledge Agreement"), among the Company, you, as Securities
Intermediary, The Chase Manhattan Bank, as Purchase Contract Agent and
as attorney-in-fact for the holders of Units from time to time, and
the undersigned, as Collateral Agent.  Capitalized terms used but not
defined in this certificate shall have the meanings set forth in the
Pledge Agreement.




When you have confirmed that $_________ Value of Debentures
or security entitlements to them has been credited to the Collateral
Account by or for the benefit of _________, as holder of Units (the
"Holder"), you are instructed to release from the Collateral Account
$__________ Value of Treasury Securities or security entitlements to
them by Transfer to the Purchase Contract Agent.





BANK ONE TRUST COMPANY,


NATIONAL ASSOCIATION,


as Collateral Agent





Dated: ____________________             By:___________________________
Name:






Title:






D-1









Please print name and address of Holder:










___________________________        ___________________________________
          Name                     Social Security or other
                                   Taxpayer Identification Number,
                                   if any

___________________________
          Address
___________________________

___________________________














D-2










EXHIBIT  E






NOTICE OF CASH SETTLEMENT FROM SECURITIES INTERMEDIARY


TO PURCHASE CONTRACT AGENT



(Cash Settlement Amounts)




The Chase Manhattan Bank,


as Purchase Contract Agent


450 West 33rd Street


New York, New York  10001


Attention:  Capital Markets Fiduciary Services
Telecopy:  212-946-8159




Re:  Corporate Units of NiSource Inc. (the "Company")




Please refer to the Pledge Agreement, dated as of _________,
2000 (the "Pledge Agreement"), by and among you, the Company, Bank One
Trust Company, National Association, as Collateral Agent and the
undersigned, as Securities Intermediary.  Unless otherwise defined in
this certificate, terms defined in the Pledge Agreement are used in
this Certificate as defined therein.




In accordance with Section 5.5(d) of the Pledge Agreement,
we notify you that as of 11:00 a.m., on [THE FIFTH BUSINESS DAY
IMMEDIATELY PRECEDING THE PURCHASE CONTRACT SETTLEMENT DATE], we have
received $_____ in immediately available funds paid in an aggregate
amount equal to the Purchase Price to the Company on the Purchase
Contract Settlement Date with respect to __________ Corporate Units.





BANK ONE TRUST COMPANY,


NATIONAL ASSOCIATION,


as Securities Intermediary





Dated: ____________________             By:___________________________
Name:






Title:




E-1










EXHIBIT  F






NOTICE OF CASH SETTLEMENT FROM SECURITIES INTERMEDIARY


TO PURCHASE CONTRACT AGENT



(Cash Settlement Amounts)




The Chase Manhattan Bank,


as Purchase Contract Agent


450 West 33rd Street


New York, New York  10001


Attention:  Capital Markets Fiduciary Services
Telecopy:  212-946-8159




Re:  Treasury Units of NiSource Inc. (the "Company")




Please refer to the Pledge Agreement, dated as of _________,
2000 (the "Pledge Agreement"), by and among you, the Company, Bank One
Trust Company, National Association, as Collateral Agent and the
undersigned, as Securities Intermediary.  Unless otherwise defined in
this certificate, terms defined in the Pledge Agreement are used in
this Certificate as defined therein.




In accordance with Section 5.5(e) of the Pledge Agreement,
we notify you that as of 11:00 a.m., on [THE BUSINESS DAY IMMEDIATELY
PRECEDING THE PURCHASE CONTRACT SETTLEMENT DATE], we have received
$_____ in immediately available funds paid in an aggregate amount
equal to the Purchase Price to the Company on the Purchase Contract
Settlement Date with respect to __________ Treasury Units.





BANK ONE TRUST COMPANY,


NATIONAL ASSOCIATION,


as Securities Intermediary





Dated: ____________________             By:___________________________
Name:






Title:





F-1