CENTRAL POWER AND LIGHT COMPANY


                                       AND


                              THE BANK OF NEW YORK,


                                   AS TRUSTEE







                                    INDENTURE


                             Dated as of May 1, 1997






                         Junior Subordinated Debentures






<PAGE>











                              CROSS-REFERENCE TABLE


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

    310(a)         7.09
    310(b)         7.08
                   7.10
    310(c)         Inapplicable
    311(a)         7.13
    311(c)         Inapplicable
    312(a)         5.01
                   5.02(a)
    312(b)         5.02(c)
                   5.02(d)
    312(c)         5.02(e)
    313(a)         5.04(a)
    313(b)         5.04(b)
    313(c)         5.04(a)
                   5.04(b)
    313(d)         5.04(c)
    314(a)         5.03
    314(b)         Inapplicable
    314(c)         13.06
    314(d)         Inapplicable
    314(e)         13.06
    314(f)         Inapplicable
    315(a)         7.01(a)
                   7.02
    315(b)         6.07
    315(c)         7.01
    315(d)         7.01(b)
                   7.01(c)
    315(e)         6.08
    316(a)         6.06
                   8.04
    316(b)         6.04
    316(c)         8.01
    317(a)         6.02
    317(b)         4.03
    318(a)         13.08



<PAGE>



                               TABLE OF CONTENTS*


                                                                            Page
RECITALS.....................................................................  1


                                   ARTICLE ONE

                                   Definitions...............................  2
SECTION 1.01               Definitions.......................................  2

                                   ARTICLE TWO
             Issue, Description, Terms, Execution,
                              Registration and Exchange of Debentures........  6

SECTION 2.01      Amount Unlimited; Issuable
                           in Series.........................................  6
SECTION 2.02               Forms Generally...................................  8
SECTION 2.03               Denominations.....................................  8
SECTION 2.04      Execution, Authentification,
                           Delivery and Dating............................... 11
SECTION 2.05      Registration, Registration of
                           Transfer and Exchange............................. 12
SECTION 2.06               Temporary Debentures.............................. 13
SECTION 2.07      Mutilated, Destroyed, Lost
                           and Stolen Debentures............................. 14
SECTION 2.08               Cancellation by Trustee........................... 15
SECTION 2.09               Benefits of Indenture............................. 15
SECTION 2.10               Authenticating Agent.............................. 15
SECTION 2.11               Global Debenture.................................. 16
SECTION 2.12               Shortening of Stated Maturity..................... 19
SECTION 2.13               CUSIP Numbers......................................19
                                   ARTICLE THREE
  Redemption of Debentures and Sinking Fund Provisions....................... 19
SECTION 3.01               Applicability of Article: Redemption.............. 19
SECTION 3.02               Election to Redeem; Notice to Trustee............. 19
SECTION 3.03               Debentures Payable on Redemption Date............. 21
SECTION 3.04      Applicability of Article:
                           Sinking Fund...................................... 21
SECTION 3.05      Satisfaction of Sinking Fund
                           Payment with Debentures........................... 22
SECTION 3.06      Redemption of Debentures for
                           Sinking Fund...................................... 22
                                  ARTICLE FOUR
          Particular Covenants of the Company................................ 22

*               This Table of Contents does not constitute part of the Indenture
                and should not have any bearing upon the  interpretation  of any
                of its terms or provisions.
<PAGE>

SECTION 4.01      Payment of Principal, Premium
                           and Interest...................................... 23
SECTION 4.02               Maintenance of Office or Agency................... 23
SECTION 4.03      Money for Debenture Payments to
                           Be Held in Trust.................................. 23
SECTION 4.04               Maintenance of Trustee............................ 24
SECTION 4.05               Corporate Existence............................... 24
SECTION 4.06               Restriction on Payment of Dividends............... 25

                                  ARTICLE FIVE
   Debentureholders' Lists and Reports by the Company
                     and the Trustee......................................... 25

SECTION 5.01               List of Holders................................... 25
SECTION 5.02               Maintenance of List............................... 26
SECTION 5.03               Company Reports................................... 27
SECTION 5.04               Trustee Report.................................... 29

                                   ARTICLE SIX
     Remedies of the Trustee and Debentureholders
                   on Event of Default....................................... 30

SECTION 6.01      Events of Default; Acceleration,
                           Rescission and Annulment.......................... 30
SECTION 6.02      Collection of Indebtedness and
                           Suits for Enforcement by Trustee.................. 33
SECTION 6.03               Application of Money Collected.................... 34
SECTION 6.04               Limitation on Suits............................... 35
SECTION 6.05               Rights and Remedies Cumulative.................... 36
SECTION 6.06               Control by Holders of Securities.................. 36
SECTION 6.07               Notice of Default................................. 37
SECTION 6.08               Undertaking for Costs............................. 38

                                 ARTICLE SEVEN
                             Concerning the Trustee.......................... 38

SECTION 7.01               Certain Duties and Responsibilities............... 38
SECTION 7.02               Certain Rights of Trustee......................... 40
SECTION 7.03      Not Responsible for Recitals or
                           Issuance of Debentures............................ 42
SECTION 7.04               May Hold Debentures............................... 42
SECTION 7.05               Money Held in Trust............................... 42
SECTION 7.06               Compensation and Reimbursement.................... 42
SECTION 7.07               Reliance on Officer's Certificate................. 43
SECTION 7.08               Conflicting Interests............................. 43
SECTION 7.09               Corporate Trustee Required; Eligibility........... 44
SECTION 7.10      Resignation and Removal; Appointment
                           of Successor...................................... 44
SECTION 7.11               Acceptance of Appointment by Successor............ 46
SECTION 7.12               Merger, Conversion or Consolidation............... 47
SECTION 7.13               Collection of Claims Against Company.............. 48

<PAGE>

                                  ARTICLE EIGHT
             Concerning the Debentureholders................................. 48

SECTION 8.01               Actions; Record Date.............................. 48
SECTION 8.02               Proof of Action................................... 48
SECTION 8.03               Persons Considered Holders........................ 49
SECTION 8.04      Debentures Held by Company or
                           Affiliates........................................ 49
SECTION 8.05               Revocation of Action.............................. 50

                                  ARTICLE NINE
                            Supplemental Indentures.......................... 50

SECTION 9.01      Supplemental Indentures Without
                           Consent of Holders................................ 50
SECTION 9.02      Supplemental Indentures With Consent
                           of Holders........................................ 51
SECTION 9.03               Effect of Supplemental Indentures................. 52
SECTION 9.04      Reference in Debentures to
                           Supplemental Indentures........................... 53
SECTION 9.05               Reliance by Trustee............................... 53

                                   ARTICLE TEN
                  Consolidation, Merger and Sale............................. 53

SECTION 10.01     Company May Consolidate, etc., on
                           Certain Terms..................................... 53
SECTION 10.02     Substitution of Successor
                           Corporation....................................... 54
SECTION 10.03              Reliance by Trustee............................... 55

                                 ARTICLE ELEVEN
        Satisfaction and Discharge of Indenture;
                    Unclaimed Moneys......................................... 55

SECTION 11.01     Satisfaction and Discharge of
                           Debentures........................................ 55
SECTION 11.02     Satisfaction and Discharge of
                           Indenture......................................... 56
SECTION 11.03              Delivery of Opinion of Counsel.................... 56
SECTION 11.04              Application of Trust Money........................ 57
SECTION 11.05              Release of Paying Agent........................... 57
SECTION 11.06              Return of Unclaimed Money......................... 57


<PAGE>


                                 ARTICLE TWELVE
   Immunity of Incorporators, Stockholders, Officers
                  and Directors.............................................. 57

SECTION 12.01              Liability Solely Corporate........................ 57

                                ARTICLE THIRTEEN
                           Miscellaneous Provisions.......................... 58

SECTION 13.01     Indenture Binding on Successor
                           Company........................................... 58
SECTION 13.02     Application of Indenture Provisions
                           to Successor Company.............................. 58
SECTION 13.03              Notice............................................ 58
SECTION 13.04              Governing Law..................................... 59
SECTION 13.05     Form of Certificate or Opinion
                           for Trustee....................................... 59
SECTION 13.06     Opinion of Counsel Provided With
                           Execution of Indenture............................ 59
SECTION 13.07              Distribution Date Not a Business Day.............. 59
SECTION 13.08              Trust Indenture Act Controls...................... 60
SECTION 13.09              Counterparts...................................... 60
SECTION 13.10              Severability...................................... 60
SECTION 13.11              Assignment to Affiliates.......................... 60
SECTION 13.12              Debenture Constitutes Indebtedness................ 60

                                ARTICLE FOURTEEN
                         Subordination of Debentures......................... 61

SECTION 14.01     Debentures Subordinate to Senior
                           Indebtedness...................................... 61
SECTION 14.02              Payment Over of Proceeds of Debentures............ 61
SECTION 14.03              Priority of Senior Indebtedness................... 62
SECTION 14.04              Subrogation....................................... 63
SECTION 14.05     Trustee as Attorney-In-Fact of
                           Debentureholders for Subordination................ 64
SECTION 14.06     Notice to Trustee to Effectuate
                           Subordination..................................... 64
SECTION 14.07     Trustee as Holder of Senior Indebtedness;
                           No Fiduciary Duty to Other Holders
                           of Senior Indebtedness............................ 65
SECTION 14.08     Rights of Holders of Senior
                           Indebtedness Not Impaired......................... 66




<PAGE>






                  THIS  INDENTURE,  dated  as of the  first  day of  May,  1997,
between  CENTRAL  POWER AND LIGHT  COMPANY,  a  corporation  duly  organized and
existing under the laws of the State of Texas (hereinafter sometimes referred to
as the  "Company"),  and THE BANK OF NEW YORK,  a New York  banking  corporation
organized  and  existing  under the laws of the State of New  York,  as  trustee
(hereinafter sometimes referred to as the "Trustee"):

                  WHEREAS,  for its lawful corporate  purposes,  the Company has
duly  authorized the execution and delivery of this Indenture to provide for the
issuance of  debentures  (hereinafter  referred to as the  "Debentures"),  in an
unlimited  aggregate  principal  amount to be issued from time to time in one or
more series as in this  Indenture  provided  as  registered  Debentures  without
coupons, to be authenticated by the certificate of the Trustee;

                  WHEREAS,  to provide the terms and  conditions  upon which the
Debentures are to be authenticated,  issued and delivered,  the Company has duly
authorized the execution of this Indenture;

                  WHEREAS,  the Debentures and the certificate of authentication
to be borne by the Debentures (the  "Certificate of  Authentication")  are to be
substantially  in such forms as may be  approved by the Board of  Directors  (as
defined below) or set forth in any indenture supplemental to this Indenture; and

                  WHEREAS,  all acts and things necessary to make the Debentures
issued  pursuant  hereto,  when  executed by the Company and  authenticated  and
delivered by the Trustee as in this Indenture provided,  the valid,  binding and
legal  obligations  of the Company,  and to  constitute  these  presents a valid
indenture and agreement  according to its terms, have been done and performed or
will be done and  performed  prior to the  issuance of the  Debentures,  and the
execution of this Indenture and the issuance  hereunder of the  Debentures  have
been or will be prior to  issuance  in all  respects  duly  authorized,  and the
Company,  in the  exercise of the legal  right and power in it vested,  executes
this Indenture and proposes to make, execute, issue and deliver the Debentures;

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  That in order to declare the terms and  conditions  upon which
the Debentures  are and are to be  authenticated,  issued and delivered,  and in
consideration of the premises,  of the purchase and acceptance of the Debentures
by the holders  thereof and of the sum of one dollar  ($1.00) to it duly paid by
the Trustee at the execution of these  presents,  the receipt  whereof is hereby
acknowledged,  the Company covenants and agrees with the Trustee,  for the equal
and  proportionate  benefit (subject to the provisions of this Indenture) of the
respective   holders  from  time  to  time  of  the   Debentures,   without  any
discrimination,  preference or priority of any one  Debenture  over any other by
reason  of  priority  in the time of  issue,  sale or  negotiation  thereof,  or
otherwise, except as provided herein, as follows:

                                   ARTICLE ONE
                                   Definitions

                 SECTION  1.01.  The  terms  defined  in  this  Section  (except
as  in this  Indenture  otherwise  expressly  provided  or  unless  the  context
otherwise  requires) for all purposes of this  Indenture,  any resolution of the
Board of Directors of the Company and of any indenture supplemental hereto shall
have the respective meanings specified in this Section.  All other terms used in
this Indenture  which are defined in the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act") or which are by reference in the Trust Indenture Act
defined in the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),
(except as herein otherwise  expressly  provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in the Trust Indenture
Act and in the Securities Act as in force at the date of the execution of this
instrument.

               "Authenticating Agent" shall mean an authenticating agent with
respect to all or any of the series of Debentures, as the case may be, appointed
with respect to all or any series of the Debentures,  as the case may be, by the
Trustee pursuant to Section 2.10.

                  "Board of Directors"  shall mean the Board of Directors of the
Company, or any committee of such Board duly authorized to act on behalf thereof
hereunder.

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

                  "Business  Day"  shall  mean,  with  respect  to any series of
Debentures,  any day other than (i) a Saturday  or Sunday or (ii) a day on which
banking institutions in the Borough of Manhattan, the City and State of New York
or any city in which  the  Trustee's  Corporate  Trust  Office is  located,  are
authorized or required to close.

                  "Certificate" shall mean a certificate signed by the principal
executive officer,  principal financial officer or principal  accounting officer
of the Company.  The Certificate  need not comply with the provisions of Section
13.05.

                  "Corporate  Trust Office" shall mean the office of the Trustee
at  which  at  any  particular  time  its  corporate  trust  business  shall  be
principally  administered,  which  office at the date of the  execution  of this
Indenture  is located at 101  Barclay  Street,  New York,  NY 10286,  Attention:
Corporate Trust Trustee Administration.

                  "Company"  shall  mean  Central  Power  and Light  Company,  a
corporation  duly  organized and existing  under the laws of the State of Texas,
and,  subject to the provisions of Article Ten, also includes its successors and
assigns.

                  "Debenture"  or  "Debentures"  shall  mean  any  Debenture  or
Debentures,  as  the  case  may  be,  authenticated  and  delivered  under  this
Indenture.

                  "Debentureholder," "holder of Debentures," "registered holder"
or other  similar term shall mean the person or persons in whose name or names a
particular  Debenture  shall be  registered on the books of the Company kept for
that purpose in accordance with the terms of this Indenture.

                  "default"  shall mean any event,  act or condition  which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Depositary"  shall mean,  with respect to  Debentures  of any
series for which the Company shall determine that such Debentures will be issued
as a Global Debenture, The Depository Trust Company, New York, New York, another
clearing  agency or any  successor  registered  as a clearing  agency  under the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  or other
applicable  statute or regulation,  which, in each case,  shall be designated by
the Company pursuant to either Section 2.01 or 2.11.

                  "Event of Default" shall mean, with respect to Debentures of a
particular series, any event specified in Section 6.01, continued for the period
of time, if any, therein designated.

                  "Fixed  Maturity"  shall  mean when used with  respect  to any
Debenture or any installment of principal  thereof,  the date specified pursuant
to the terms of such  Debenture  as the fixed  date on which  principal  of such
Debenture or such installment of principal is due and payable,  as such date may
be  shortened  as  provided  pursuant  to the terms of such  Debenture  and this
Indenture.

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

                  "Governmental  Obligations" shall mean securities that are (i)
direct  obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii)  obligations of a person  controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally  guaranteed as a full faith and
credit  obligation by the United States of America,  which,  in either case, are
not callable or redeemable at the option of the issuer  thereof,  and shall also
include a depository  receipt issued by a bank (as defined in Section 3(a)(2) of
the  Securities  Act)  as  custodian  with  respect  to  any  such  Governmental
Obligation  or a  specific  payment  of  principal  of or  interest  on any such
Governmental  Obligation held by such custodian for the account of the holder of
such  depository  receipt;  provided  that  (except  as  required  by law)  such
custodian is not authorized to make any deduction from the amount payable to the
holder of such  depository  receipt from any amount received by the custodian in
respect of the specific  payment of principal of or interest on the Governmental
Obligation evidenced by such depository receipt.

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

                  "Interest  Payment  Date,"  when  used  with  respect  to  any
installment  of interest on a Debenture of a particular  series,  shall mean the
date  specified  in  such  Debenture,   a  Board   Resolution  or  an  indenture
supplemental  hereto  with  respect to that series as the fixed date on which an
installment  of interest  with respect to  Debentures  of that series is due and
payable.

                  "Officer's Certificate" shall mean a certificate signed by the
President,  General Manager, Treasurer or an Assistant Treasurer,  Controller or
an  Assistant  Controller  or the  Secretary  or an  Assistant  Secretary of the
Company.  Each such  certificate  shall include the  statements  provided for in
Section 13.05, if and to the extent required by the provisions thereof.

                  "Opinion of Counsel"  shall mean an opinion in writing  signed
by legal counsel, who may be counsel for the Company,  reasonably  acceptable to
the Trustee.  Each such opinion  shall  include the  statements  provided for in
Section 13.05, if and to the extent required by the provisions thereof.

                  "outstanding",  when used with  reference to Debentures of any
series,  shall  mean,  subject  to the  provisions  of Section  8.04,  as of any
particular  time, all Debentures of that series  theretofore  authenticated  and
delivered by the Trustee under this Indenture, except (a) Debentures theretofore
canceled by the Trustee or any paying agent,  or delivered to the Trustee or any
paying  agent for  cancellation  or which have  previously  been  canceled;  (b)
Debentures or portions  thereof for the payment or redemption of which moneys or
Governmental  Obligations  in the necessary  amount shall have been deposited in
trust with the  Trustee or with any paying  agent  (other  than the  Company) or
shall have been set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent);  provided,  however, that if such Debentures
or portions of such Debentures are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as in Article Three provided, or
provision  satisfactory  to the  Trustee  shall have been made for  giving  such
notice;  (c) Debentures in lieu of or in substitution for which other Debentures
shall have been  authenticated  and  delivered  pursuant to the terms of Section
2.07; and (d) Debentures paid pursuant to Section 2.07.

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

                  "Responsible  Officer," when used with respect to the Trustee,
shall  mean  the  chairman  of the  board  of  directors,  president,  any  vice
president,  secretary, treasurer, any trust officer, any corporate trust officer
or any other officer or assistant officer of the Trustee customarily  performing
functions  similar to those  performed  by the  persons who at the time shall be
such officers,  respectively,  or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

                  "Senior  Indebtedness" of the Company shall mean the principal
of, and premium,  if any, and interest on and any other  payment due pursuant to
any of the  following,  whether  outstanding  at the date of  execution  of this
Indenture or thereafter  incurred,  created or assumed:  (a) all indebtedness of
the Company  evidenced by notes,  debentures,  bonds or other securities sold by
the Company for money,  (b) all indebtedness of others of the kinds described in
the  preceding  clause (a) assumed by or guaranteed in any manner by the Company
or in effect  guaranteed  by the  Company  through  an  agreement  to  purchase,
contingent  or  otherwise,  (c)  all  renewals,   extensions  or  refundings  of
indebtedness of the kinds  described in either of the preceding  clauses (a) and
(b) and (d) any payment of money  relating to any lease which is  capitalized on
the balance  sheet or  consolidated  balance  sheet,  as the case may be, of the
Company,  in accordance  with  generally  accepted  accounting  principles as in
effect from time to time,  unless,  in the case of any particular  indebtedness,
renewal,  extension,  refunding or lease  payment,  the  instrument  creating or
evidencing  the  same or the  assumption  or  guarantee  of the  same  expressly
provides that such indebtedness,  renewal, extension, refunding or lease payment
is not  superior  in right of payment  to or is pari passu with the  Debentures.
Such Senior  Indebtedness shall continue to be Senior  Indebtedness and entitled
to the benefits of the subordination provisions set forth in Article Fourteen of
this Indenture irrespective of any amendment, modification or waiver of any term
of such Senior Indebtedness.

                  "Trustee" shall mean The Bank of New York and,  subject to the
provisions of Article Seven, shall also include its successors and assigns,  and
if at any time there is more than one person acting in such capacity  hereunder,
"Trustee"  means each such person.  The term "Trustee" as used with respect to a
particular  series of the  Debentures  means the  trustee  with  respect to that
series.

                  "Trust  Indenture  Act," subject to the provisions of Sections
9.01, 9.02 and 10.01, shall mean the Trust Indenture Act of 1939, as amended and
in effect at the date of execution of this Indenture.

                                   ARTICLE TWO
                      Issue, Description, Terms, Execution,
                     Registration and Exchange of Debentures

                  SECTION 2.01.  The aggregate principal amount of Debentures
which may be authenticated and delivered under this Indenture is unlimited.

                  The  Debentures  may be issued in one or more series up to the
aggregate  principal  amount  of  Debentures  of that  series  from time to time
authorized  by or  pursuant  to a Board  Resolution  or  pursuant to one or more
indentures supplemental hereto, prior to the initial issuance of Debentures of a
particular  series.  Prior to the initial  issuance of Debentures of any series,
there shall be established in or pursuant to a Board Resolution delivered to the
Trustee, and set forth in an Officer's  Certificate delivered to the Trustee, or
established in one or more indentures supplemental hereto:

                  (1)      the title of the Debentures of the series (which 
         shall distinguish the Debentures of that series from all other 
         Debentures);

                  (2) any  limit  upon the  aggregate  principal  amount  of the
         Debentures  of that series  which may be  authenticated  and  delivered
         under this Indenture (except for Debentures authenticated and delivered
         upon  registration  of transfer of, in exchange for or in lieu of other
         Debentures of that series);

                  (3)      the date or dates on which the principal of the
         Debentures of that series is payable or the method of determination 
         thereof (including any provision for shortening thereof);

                  (4)      the rate or rates at which the Debentures of that 
         series shall bear interest, if any, or the manner of calculation of 
         such rate or rates;

                  (5) the date or dates from which such  interest  shall accrue,
         the Interest  Payment  Dates on which such  interest will be payable or
         the manner of  determination  of such  Interest  Payment  Dates and the
         record  dates for the  determination  of  holders to whom  interest  is
         payable on any such Interest Payment Dates;

                  (6)      the right of the Company, if any, to extend or defer 
         the interest payment periods and the duration of such extension or
         deferral;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which Debentures of that series
         may be redeemed, in whole or in part, at the option of the Company;

                  (8) the  obligation,  if any,  of the  Company  to  redeem  or
         purchase  Debentures  of that series  pursuant  to any sinking  fund or
         analogous  provisions  (including payments made in cash in anticipation
         of  future  sinking  fund  obligations)  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,  Debentures  of that
         series shall be redeemed or purchased, in whole or in part, pursuant to
         such obligation;

                  (9) the form of the Debentures of that series, including the 
         form of the Certificate of Authentication for that series;

                  (10) if denominations of other than $25 or any integral
         multiple thereof, the denominations in which Debentures of that series
         shall be issuable;

                  (11) whether the Debentures are issuable as a Global Debenture
         and, in such case, the identity of the Depositary for that series; and

                  (12) any and all  other  terms  with  respect  to that  series
         (which  terms  shall  not  be  inconsistent  with  the  terms  of  this
         Indenture).

                  All  Debentures  of any  one  series  shall  be  substantially
identical  except as to denomination  and except as may otherwise be provided in
or  pursuant  to any such Board  Resolution  or in any  indentures  supplemental
hereto.

                  If any of the terms of that series are  established  by action
taken pursuant to a Board  Resolution,  a copy of an appropriate  record of such
action  shall be certified  by the  Secretary  or an Assistant  Secretary of the
Company  and  delivered  to the  Trustee  at or  prior  to the  delivery  of the
Officer's Certificate setting forth the terms of that series.

                  SECTION  2.02.   The    Debentures  of  any   series  and  the
Certificate  of   Authentication  to  be  borne  by  such  Debentures  shall  be
substantially  of the tenor and  purport as set forth in one or more  indentures
supplemental  hereto or as provided in a Board Resolution and as set forth in an
Officer's  Certificate,  and may have such  letters,  numbers or other  marks of
identification  or  designation  and  such  legends  or  endorsements   printed,
lithographed or engraved  thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which  Debentures of that series
may be listed, or to conform to usage.

                  SECTION 2.03.   The Debentures shall be issuable as registered
Debentures  and  in  denominations of  $25 or  any  integral  multiple  thereof,
subject to Section  2.01(10).  The Debentures of a particular  series shall bear
interest payable on the dates and at the rate or rates specified with respect to
that series.  The principal of and the interest on the Debentures of any series,
as well as any premium thereon in case of redemption  thereof prior to maturity,
shall be payable in the coin or currency of the United  States of America  which
at the time is legal tender for public and private debt, at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, the City
and State of New York (which, unless changed,  shall be a Corporate Trust Office
or agency of the Trustee).  At the Company's option,  payments on the Debentures
of any  series  may also be made (i) by  checks  mailed  by the  Trustee  to the
holders entitled  thereto at their  registered  addresses or (ii) to a holder of
$1,000,000  or more in  aggregate  principal  amount of the  Debentures  who has
delivered  a  written  request  to the  Trustee  at least  14 days  prior to the
relevant  Interest  Payment Date electing to have payments made by wire transfer
to a designated  account in the United  States,  by wire transfer of immediately
available funds to such designated  account;  provided that, in either case, the
payment  of  principal  with  respect  to any  Debenture  will be made only upon
surrender of that Debenture to the Trustee.  Each  Debenture  shall be dated the
date of its authentication.  Interest on the Debentures shall be computed on the
basis of a 360-day  year  composed of twelve  30-day  months and, for any period
shorter than a full calendar month,  on the basis of the actual number of days 
elapsed in such period.

                  The interest  installment  on any Debenture  which is payable,
and is punctually  paid or duly  provided for, on any Interest  Payment Date for
Debentures  of that  series  shall  be paid to the  person  in whose  name  that
Debenture (or one or more Predecessor  Debentures) is registered at the close of
business on the regular record date for such interest installment.  In the event
that any  Debenture  of a  particular  series or  portion  thereof is called for
redemption and the  redemption  date is subsequent to a regular record date with
respect to any Interest  Payment Date and prior to such  Interest  Payment Date,
interest on that Debenture will be paid upon  presentation and surrender of that
Debenture as provided in Section 3.03.

                  Any  interest on any  Debenture  which is payable,  but is not
punctually  paid  or  duly  provided  for,  on any  Interest  Payment  Date  for
Debentures  of the  same  series  (herein  called  "Defaulted  Interest")  shall
forthwith cease to be payable to the registered  holder on the relevant  regular
record date by virtue of having been such holder;  and such  Defaulted  Interest
shall be paid by the  Company,  at its  election,  as  provided in clause (1) or
clause (2) below:

                  (1) The Company may make payment of any Defaulted  Interest on
         Debentures  to the  persons in whose  names such  Debentures  (or their
         respective  Predecessor  Debentures)  are  registered  at the  close of
         business on a special  record  date for the  payment of such  Defaulted
         Interest,  which shall be fixed in the  following  manner:  the Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such Debenture and the date of the proposed
         payment,  and at the  same  time the  Company  shall  deposit  with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted  Interest or shall make  arrangements
         satisfactory  to the Trustee for such deposit  prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the persons  entitled to such Defaulted  Interest as in this
         clause provided.  Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall not be more than
         15 nor less than 10 days prior to the date of the proposed  payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment.  The Trustee shall promptly notify the Company of
         such  special  record  date and,  in the name and at the expense of the
         Company,  shall cause notice of the proposed  payment of such Defaulted
         Interest and the special record date therefor to be mailed, first-class
         postage prepaid,  to each  Debentureholder  at his or her address as it
         appears in the Debenture  Register (as hereinafter  defined),  not less
         than 10 days prior to such special record date.  Notice of the proposed
         payment of such Defaulted Interest and the special record date therefor
         having been mailed as aforesaid,  such Defaulted Interest shall be paid
         to the  persons in whose  names such  Debentures  (or their  respective
         Predecessor  Debentures) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (2).

                  (2) The Company may make payment of any Defaulted  Interest on
         any  Debentures  in any other lawful manner not  inconsistent  with the
         requirements of any securities exchange on which such Debentures 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.

                  Unless  otherwise  set forth in a Board  Resolution  or one or
more  indentures  supplemental  hereto  establishing  the terms of any series of
Debentures  pursuant to Section 2.01 hereof,  the term "regular  record date" as
used in this Section with respect to a series of Debentures  with respect to any
Interest  Payment  Date for that  series  shall mean  either the 15th day of the
month  immediately  preceding  the  month  in  which an  Interest  Payment  Date
established for that series pursuant to Section 2.01 hereof shall occur, if such
Interest  Payment Date is the first day of a month, or the last day of the month
immediately  preceding the month in which an Interest  Payment Date  established
for such series  pursuant to Section 2.01 hereof shall occur,  if such  Interest
Payment Date is the 15th day of a month,  whether or not such date is a Business
Day.

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

                  SECTION  2.04.   The   Debentures   shall,   subject   to  the
provisions  of  Section  2.06, be  printed on  steel  engraved  borders or fully
or partially  engraved,  or legibly typed, as the proper officers of the Company
may determine,  and shall be signed on behalf of the Company by its President or
General  Manager,  under its corporate  seal attested by its Secretary or one of
its Assistant  Secretaries.  The  signature of the President or General  Manager
and/or the signature of the Secretary or an Assistant  Secretary in  attestation
of the corporate seal,  upon the  Debentures,  may be in the form of a facsimile
signature  of a present or any future  President  or  General  Manager  and of a
present or any future  Secretary or Assistant  Secretary and may be imprinted or
otherwise  reproduced on the Debentures and for that purpose the Company may use
the facsimile signature of any person who shall have been a President or General
Manager,  or of any  person  who  shall  have  been  a  Secretary  or  Assistant
Secretary,  notwithstanding  the fact that at the time the  Debentures  shall be
authenticated  and  delivered or disposed of that person shall have ceased to be
the President or General Manager, or the Secretary or an Assistant Secretary, of
the Company, as the case may be. The seal of the Company may be in the form of a
facsimile  of  the seal  of  the  Company  and   may  be   impressed,   affixed,
imprinted  or  otherwise reproduced on the Debentures.

                  Only such  Debentures as shall bear thereon a  Certificate  of
Authentication  substantially  in the  form  established  for  such  Debentures,
executed  manually  by an  authorized  signatory  of  the  Trustee,  or  by  any
Authenticating  Agent with respect to such Debentures,  shall be entitled to the
benefits of this  Indenture  or be valid or  obligatory  for any  purpose.  Such
certificate executed by the Trustee, or by any Authenticating Agent appointed by
the Trustee with respect to such Debentures,  upon any Debenture executed by the
Company shall be conclusive  evidence  that the Debenture so  authenticated  has
been duly  authenticated and made available for delivery  hereunder and that the
holder is entitled to the benefits of this Indenture.

                  At any time and from  time to time  after  the  execution  and
delivery of this  Indenture,  the Company may deliver  Debentures  of any series
executed  by the  Company to the Trustee  for  authentication,  together  with a
written  order  of the  Company  for the  authentication  and  delivery  of such
Debentures,  signed by its President or General Manager and its Treasurer or any
Assistant Treasurer, and the Trustee in accordance with such written order shall
authenticate and make available for delivery such Debentures.

                  In authenticating such Debentures and accepting the additional
responsibilities  under this  Indenture  in  relation  to such  Debentures,  the
Trustee  shall be entitled to receive,  and  (subject to Section  7.01) shall be
fully protected in relying upon, (i) an Opinion of Counsel and (ii) an Officer's
Certificate,  each stating that the form and terms thereof have been established
in conformity with the provisions of this Indenture. Each Opinion of Counsel and
Officer's  Certificate delivered pursuant to this Section 2.04 shall include all
statements prescribed by Section 13.05(b) hereof.

                  The  Trustee  shall  not  be  required  to  authenticate  such
Debentures if the issue of such  Debentures  pursuant to this Indenture will, in
the good faith judgment of the Trustee,  affect the Trustee's own rights, duties
or immunities  under the  Debentures and this Indenture or otherwise in a manner
that is not reasonably acceptable to the Trustee.

                  SECTION 2.05.  (a) Debentures  of any  series may be exchanged
upon  presentation  thereof  at the office or agency of  the Company  designated
for such  purpose in the Borough of  Manhattan,  the City and State of New York,
for other Debentures of such series of authorized denominations,  and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto,  all as provided in this Section.
In respect of any  Debentures so  surrendered  for  exchange,  the Company shall
execute,  the Trustee  shall  authenticate  and such office or agency shall make
available  for delivery in exchange  therefor the Debenture or Debentures of the
same series which the  Debentureholder  making the exchange shall be entitled to
receive, bearing numbers not contemporaneously outstanding.

                  (b) The Company shall keep, or cause to be kept, at its office
or agency designated for such purpose in the Borough of Manhattan,  the City and
State of New York, or such other location  designated by the Company, a register
or registers (herein referred to as the "Debenture  Register") in which, subject
to such reasonable  regulations as it may prescribe,  the Company shall register
the Debentures  and the transfers of Debentures as in this Article  provided and
which at all reasonable  times shall be open for inspection by the Trustee.  The
registrar for the purpose of  registering  Debentures and transfer of Debentures
as herein  provided  shall be appointed as authorized by Board  Resolution  (the
"Debenture Registrar").

                  Upon  surrender for transfer of any Debenture at the office or
agency of the Company  designated  for such purpose in the Borough of Manhattan,
the City and State of New York,  the Company  shall  execute,  the Trustee shall
authenticate  and such office or agency shall make available for delivery in the
name of the  transferee or transferees a new Debenture or Debentures of the same
series as the Debenture presented for a like aggregate principal amount.

                  All  Debentures  presented  or  surrendered  for  exchange  or
registration of transfer, as provided in this Section,  shall be accompanied (if
so required by the Company or the Debenture  Registrar) by a written  instrument
or  instruments  of  transfer,  in  form  satisfactory  to the  Company  and the
Debenture  Registrar,  duly  executed  by the  registered  holder or by his duly
authorized attorney in writing.

                  (c) Except as provided in the first paragraph of Section 2.07,
no service charge shall be made for any exchange or  registration of transfer of
Debentures,  or issue of new  Debentures  in case of partial  redemption  of any
series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto,  other than exchanges pursuant
to Section  2.06,  the second  paragraph  of Section  3.03 and Section  9.04 not
involving any transfer.

                  (d) The  Company  shall  neither  be  required  (i) to  issue,
exchange  or register  the  transfer of any  Debentures  of any series  during a
period  beginning at the opening of business 15 days before the day of selection
for  redemption of Debentures of that series and ending at the close of business
on the earliest  date on which the relevant  notice of  redemption  is deemed to
have been given to all holders of Debentures of that series to be redeemed,  nor
(ii) to register  the transfer of or exchange  any  Debentures  of any series or
portions  thereof called for  redemption,  except the unredeemed  portion of any
Debentures being redeemed in part. The provisions of this Section 2.05 are, with
respect to any Global Debenture, subject to Section 2.11 hereof.

                  SECTION   2.06.   Pending   the   preparation   of  definitive
Debentures  of  any series,  the Company  may execute,  and  the  Trustee  shall
authenticate  and make available for delivery,  temporary  Debentures  (printed,
lithographed or typewritten) of any authorized  denomination,  and substantially
in the form of the definitive  Debentures in lieu of which they are issued,  but
with  such  omissions,  insertions  and  variations  as may be  appropriate  for
temporary Debentures,  all as may be determined by the Company.  Every temporary
Debenture of any series shall be executed by the Company and be authenticated by
the Trustee upon the same conditions and in substantially  the same manner,  and
with like effect, as the definitive Debentures of that series in accordance with
the terms of Section 2.04  hereof.  Without  unnecessary  delay the Company will
execute and will furnish definitive  Debentures of such series and thereupon any
or all  temporary  Debentures  of that  series may be  surrendered  in  exchange
therefor (without charge to the holders), at the office or agency of the Company
designated  for the purpose in the Borough of  Manhattan,  the City and State of
New York,  and the Trustee  shall  authenticate  and such office or agency shall
make available for delivery in exchange for such  temporary  Debentures an equal
aggregate principal amount of definitive  Debentures of that series,  unless the
Company advises the Trustee to the effect that definitive Debentures need not be
executed  and  furnished  until  further  notice  from  the  Company.  Until  so
exchanged, the temporary Debentures of that series shall be entitled to the same
benefits  under  this   Indenture  as  definitive   Debentures  of  that  series
authenticated and made available for delivery hereunder.

                  SECTION 2.07. In  cas e any  temporary or definitive Debenture
shall  become   mutilated  or   be   destroyed,  lost  or  stolen,  the  Company
(subject to the next succeeding  sentence)  shall execute,  and upon its request
the Trustee  (subject as aforesaid)  shall  authenticate  and make available for
delivery,   a  new   Debenture   of  the  same  series   bearing  a  number  not
contemporaneously  outstanding,  in exchange and  substitution for the mutilated
Debenture,  or in lieu of and in  substitution  for the  Debenture so destroyed,
lost or stolen.  In every case the applicant for a substituted  Debenture  shall
furnish to the Company and to the Trustee  such  security or indemnity as may be
required  by  them  to  save  each  of  them  harmless  and,  in  every  case of
destruction,  loss or theft, the applicant shall also furnish to the Company and
to the Trustee evidence to their satisfaction of the destruction,  loss or theft
of the  applicant's  Debenture  and of the  ownership  thereof.  The Trustee may
authenticate any such substituted  Debenture and make available for delivery the
same upon the written order of the Company. Upon the issuance of any substituted
Debenture,  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.  In case any Debenture which has matured or is about to mature or has
been called for  redemption  shall  become  mutilated or be  destroyed,  lost or
stolen,  the Company  may,  instead of issuing a  substitute  Debenture,  pay or
authorize the payment of the same (without  surrender thereof except in the case
of a mutilated Debenture) if the applicant for such payment shall furnish to the
Company and to the Trustee  such  security or  indemnity  as they may require to
save them harmless and, in case of destruction,  loss or theft,  evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Debenture and of the ownership thereof.

                  Every  Debenture  issued  pursuant to the  provisions  of this
Section in substitution for any Debenture which is mutilated, destroyed, lost or
stolen shall  constitute  an additional  contractual  obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Debenture shall be found
at any time,  or be  enforceable  by anyone,  and shall be  entitled  to all the
benefits of this Indenture  equally and  proportionately  with any and all other
Debentures of the same series duly issued  hereunder.  All  Debentures  shall be
held and owned upon the express  condition  that the  foregoing  provisions  are
exclusive with respect to the  replacement  or payment of mutilated,  destroyed,
lost or stolen Debentures, and shall preclude (to the extent lawful) any and all
other  rights  or  remedies,  notwithstanding  any law or  statute  existing  or
hereafter  enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

                  SECTION 2.08. All  Debentures  surrendered  for the purpose of
payment,   redemption,  exchange  or   registration  of   transfer   shall,   if
surrendered to the Company or any paying agent,  be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be canceled by it, and no
Debentures  shall be issued in lieu  thereof  except as  expressly  required  or
permitted by any of the provisions of this Indenture. On request of the Company,
the  Trustee  shall  deliver  to the  Company  canceled  Debentures  held by the
Trustee.  In the  absence of such  request  the  Trustee may dispose of canceled
Debentures  in  accordance  with its standard  procedures.  If the Company shall
otherwise  acquire any of the Debentures,  however,  such acquisition  shall not
operate as a redemption or satisfaction of the indebtedness  represented by such
Debentures  unless  and  until  the  same  are  delivered  to  the  Trustee  for
cancellation.

                  SECTION   2.09.   Nothing   in  this   Indenture  or   in  the
Debentures,  express  or  implied,  shall  give or  be  construed to give to any
person,  firm or  corporation,  other than the parties hereto and the holders of
the  Debentures,  any legal or  equitable  right,  remedy  or claim  under or in
respect of this Indenture, or under any covenant,  condition or provision herein
contained;  all such  covenants,  conditions and  provisions  being for the sole
benefit of the parties hereto and of the holders of the Debentures.

                  SECTION 2.10. So  long as any of  the Debentures of any series
remain  outstanding  there  may be  an Authenticating  Agent for any or all such
series of  Debentures  which the Trustee  shall have the right to appoint.  Said
Authenticating  Agent  shall be  authorized  to act on behalf of the  Trustee to
authenticate Debentures of such series issued upon exchange, transfer or partial
redemption  thereof,  and Debentures 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.  All references in this Indenture to
the authentication of Debentures of any series by the Trustee shall be deemed to
include  authentication  by an  Authenticating  Agent for such series except for
authentication  upon original issuance or pursuant to Section 2.07 hereof.  Each
Authenticating  Agent  shall  be  acceptable  to  the  Company  and  shall  be a
corporation which has a combined capital and surplus,  as most recently reported
or determined  by it, of $50 million,  and which is otherwise  authorized  under
such  laws  to  conduct  a trust  business  and is  subject  to  supervision  or
examination by federal or state  authorities.  If at any time any Authenticating
Agent shall cease to be eligible in accordance with these  provisions,  it shall
resign immediately.

                  Any  Authenticating  Agent  may at any time  resign  by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time (and upon request by the Company shall)  terminate the agency of any
Authenticating   Agent  by  giving   written   notice  of  termination  to  such
Authenticating  Agent  and to the  Company.  Upon  resignation,  termination  or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

                  SECTION 2.11. (a) If  the Company shall establish  pursuant to
Section  2.01 that  the Debentures of a  particular  series are  to be issued as
a Global  Debenture,  then the Company shall execute and the Trustee  shall,  in
accordance with Section 2.04,  authenticate  and make available for delivery,  a
Global  Debenture  which (i) shall  represent,  and shall be  denominated  in an
amount  equal to the  aggregate  principal  amount  of,  all of the  Outstanding
Debentures  of  that  series,  (ii)  shall  be  registered  in the  name  of the
Depositary  or its nominee,  (iii) shall be made  available  for delivery by the
Trustee to the Depositary or pursuant to the  Depositary's  instruction and (iv)
shall bear a legend substantially to the following effect:  "Except as otherwise
provided in Section 2.11 of the Indenture, this Debenture may be transferred, in
whole  but not in  part,  only to  another  nominee  of the  Depositary  or to a
successor Depositary or to a nominee of such successor Depositary."

                  (b)  Notwithstanding the provisions of Section 2.05 and except
as set forth in Section 2.11(c) or (d), the Global  Debenture of a series may be
transferred,  in whole but not in part and in the  manner  provided  in  Section
2.05,  only to another  nominee of the Depositary  for that series,  a successor
Depositary  for that series  selected or approved by the Company or a nominee of
that successor Depositary.

                  (c)      (i) Subject to the terms  established  in one or more
                           indentures   supplemental  to  this   Indenture,   an
                           interest   in   any   Global   Debenture   shall   be
                           exchangeable at the option of the beneficial owner of
                           such   interest  in  such  Global   Debenture  for  a
                           definitive Debenture or Debentures  registered in the
                           name of any holder other than the  Depositary  or its
                           nominee at any time following issuance of such Global
                           Debenture.

                           (ii) A beneficial  owner of an interest in any Global
                           Debenture   desiring  to  exchange  such   beneficial
                           interest  for a definitive  Debenture  or  Debentures
                           shall   instruct   the   Depositary,    through   the
                           Depositary's  direct  or  indirect   participants  or
                           otherwise,   to  request   such   exchange   on  such
                           beneficial  owner's  behalf  and to provide a written
                           order  containing  registration  instructions  to the
                           Trustee. Upon receipt by the Trustee of electronic or
                           written instructions from the Depositary on behalf of
                           such  beneficial  owner,  the Trustee shall cause, in
                           accordance   with  the  standing   instructions   and
                           procedures  existing  between  the  Trustee  and  the
                           Depositary,  the aggregate  principal  amount of such
                           Global  Debenture  to be  reduced  by  the  principal
                           amount of such  beneficial  interest so exchanged and
                           shall  appropriately  reflect  such  reduction of the
                           aggregate  principal  amount of this Global Debenture
                           as  described  in  paragraph  (iii)  of this  Section
                           2.11(c).  Following such reduction, the Trustee shall
                           authenticate  and make available for delivery to such
                           beneficial  owner of the transferee,  as the case may
                           be, a definitive  Debenture or Debentures  previously
                           executed  by the  Company  as  described  in  Section
                           2.05(a) and  registered in such names and  authorized
                           denominations  as the  Depositary,  pursuant  to such
                           instructions of the beneficial owner,  shall instruct
                           the Trustee.

                           (iii)  Upon any  exchange  of a portion of any Global
                           Debenture for a definitive  Debenture or  Debentures,
                           the Debenture  Registrar  shall reflect the reduction
                           of the principal  amount of such Global  Debenture by
                           the principal  amount of such beneficial  interest so
                           exchanged on the Debenture Register.  Until exchanged
                           in  full  for  definitive  Debentures,   such  Global
                           Debenture  shall in all  respects  be entitled to the
                           same benefits  under the Indenture as the  definitive
                           Debentures authenticated and delivered hereunder.

                  (d)      (i) Subject to the terms  established  in one or more
                           indentures  supplemental to this Indenture, if and so
                           long as the  Debentures of any series are issued as a
                           Global   Debenture,   any  definitive   Debenture  or
                           Debentures  of such series shall be  exchangeable  at
                           the option of the  registered  holder  thereof  for a
                           beneficial  interest in such Global  Debenture at any
                           time following the exchange of such Global  Debenture
                           for such definitive  Debenture or Debentures pursuant
                           to Section 2.11(c).

                           (ii) A registered holder of a definitive Debenture or
                           Debentures   desiring  to  exchange  such  definitive
                           Debenture or Debentures for a beneficial  interest in
                           such Global  Debenture shall instruct the Depositary,
                           through   the   Depositary's   direct   or   indirect
                           participants  or otherwise,  to request such exchange
                           on such  registered  holder's behalf and to provide a
                           written order containing registration instructions to
                           the   Trustee.   Upon   receipt  by  the  Trustee  of
                           electronic   or   written   instructions   from   the
                           Depositary,  and upon  presentation to the Trustee of
                           such definitive Debenture or Debentures,  the Trustee
                           shall  cause,   in   accordance   with  the  standing
                           instructions  and  procedures  existing  between  the
                           Trustee and the Depositary,  the aggregate  principal
                           amount of such Global  Debenture  to be  increased by
                           the principal amount of such definitive  Debenture or
                           Debentures  so  exchanged  and  shall   appropriately
                           reflect  such  increase  of the  aggregate  principal
                           amount  of  the  Global  Debenture  as  described  in
                           paragraph (iii) of this Section 2.11(d).

                           (iii) Upon any exchange of a definitive  Debenture or
                           Debentures  for a beneficial  interest in such Global
                           Debenture,  the Debenture Registrar shall reflect the
                           increase  of the  principal  amount  of  such  Global
                           Debenture by the principal  amount of such definitive
                           Debenture or Debentures so exchanged on the Debenture
                           Register.

                  (e) If at any time the  Depositary  for a series of Debentures
notifies the Company  that it is  unwilling or unable to continue as  Depositary
for that series or if at any time the Depositary for that series shall no longer
be  registered or in good  standing  under the Exchange Act or other  applicable
statute  or  regulation  and a  successor  Depositary  for  that  series  is not
appointed by the Company  within 90 days after the Company  receives such notice
or becomes aware of such condition,  as the case may be, this Section 2.11 shall
no longer  apply to the  Debentures  of that series and the Company will execute
and,  subject to Section 2.05, the Trustee will  authenticate and make available
for delivery  Debentures  of that series in definitive  registered  form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal  amount of the Global  Debenture of that series in exchange for
such Global Debenture.  In addition,  the Company may at any time determine that
the  Debentures  of any  series  shall  no  longer  be  represented  by a Global
Debenture and that the  provisions of this Section 2.11 shall no longer apply to
the  Debentures  of that  series.  In that event the Company  will  execute and,
subject to Section 2.05, the Trustee,  upon receipt of an Officer's  Certificate
evidencing  such  determination  by the  Company,  will  authenticate  and  make
available for delivery  Debentures of that series in definitive  registered form
without  coupons,  in authorized  denominations,  and in an aggregate  principal
amount equal to the principal  amount of the Global  Debenture of such series in
exchange for such Global  Debenture.  Upon the exchange of the Global  Debenture
for such Debentures in definitive registered form without coupons, in authorized
denominations,  the Global  Debenture  shall be  canceled by the  Trustee.  Such
Debentures  in  definitive  registered  form issued in  exchange  for the Global
Debenture pursuant to this Section 2.11(e) shall be registered in such names and
in such authorized  denominations  as the  Depositary,  pursuant to instructions
from its direct or  indirect  participants  or  otherwise,  shall  instruct  the
Debenture  Registrar.  The  Trustee  shall  make  available  for  delivery  such
Debentures  to the  Depositary  for  delivery to the persons in whose names such
Debentures are so registered.

                  SECTION 2.12. If  specified  as contemplated  by  Section 2.01
with  respect to  the  Debentures  of  a  particular  series,  the Company shall
have the right to shorten the  maturity of the  principal of the  Debentures  of
such series at any time to any date,  provided  that,  if the Company  elects to
exercise its right to shorten the maturity of the principal of the Debentures of
such  series,  at the  time  such  election  is  made  and at the  time  of such
shortening,  such conditions as may be specified in such  Debentures  shall have
been satisfied.

                  SECTION 2.13. The Company in issuing  the Debentures  may  use
"CUSIP"  numbers (if  then  generally  in  use),  and, if  so, the Trustee shall
use  "CUSIP"  numbers in notices of  redemption  as a  convenience  to  Holders;
provided that any such notice may state that no representation is made as to the
correctness  of such numbers either as printed on the Debentures or as contained
in any notice of a redemption  and that reliance may be placed only on the other
identification numbers printed on the Debentures,  and any such redemption shall
not be affected by any defect in or omission of such  numbers.  The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

                                  ARTICLE THREE
              Redemption of Debentures and Sinking Fund Provisions

                  SECTION 3.01.  The  Company may redeem  the Debentures of  any
series issued  hereunder on and after the dates and in accordance  with the
terms established for that series pursuant to Section 2.01 hereof.

                  SECTION  3.02.  (a) In case  the  Company   shall   desire  to
exercise  such  right  to  redeem  all or, as  the case may be, a portion of the
Debentures  of any series in  accordance  with the right  reserved  so to do, it
shall give notice of such  redemption to holders of the Debentures of the series
to be  redeemed  by  mailing,  first  class  postage  prepaid,  a notice of such
redemption not less than 30 days and not more than 60 days before the date fixed
for  redemption  of that series to such holders at their last  addresses as they
shall  appear upon the  Debenture  Register.  Any notice  which is mailed in the
manner herein provided shall be  conclusively  presumed to have been duly given,
whether or not the registered holder receives the notice.  In any case,  failure
duly to give such notice to the holder of any Debenture of any series designated
for  redemption  in whole or in part,  or any  defect in the  notice,  shall not
affect  the  validity  of the  proceedings  for  the  redemption  of  any  other
Debentures of that series or any other series.  In the case of any redemption of
Debentures  prior  to the  expiration  of any  restriction  on  such  redemption
provided in the terms of such  Debentures  or elsewhere in this  Indenture,  the
Company  shall  furnish the Trustee  with an  Officer's  Certificate  evidencing
compliance with any such restriction.

                  Each such notice of redemption shall specify the CUSIP number,
if any, of Debentures  being  redeemed,  the date fixed for  redemption  and the
redemption  price at which  Debentures  of that series are to be  redeemed,  and
shall  state  that  payment  of the  redemption  price of the  Debentures  to be
redeemed  will be made at the office or agency of the  Company in the Borough of
Manhattan,  the City and State of New York, upon  presentation  and surrender of
such Debentures,  that interest accrued to the date fixed for redemption will be
paid as specified in that notice,  that from and after that date  interest  will
cease to accrue,  and that the  redemption is for a sinking fund, if such is the
case. If less than all the Debentures of a series are to be redeemed, the notice
to the holders of  Debentures  of that series to be redeemed  shall  specify the
particular Debentures to be so redeemed. In case any Debenture is to be redeemed
in part only, the notice which relates to such Debenture shall state the portion
of the  principal  amount  thereof to be  redeemed,  and shall state that on and
after the redemption date, upon surrender of such Debenture,  a new Debenture or
Debentures of that series in principal  amount equal to the  unredeemed  portion
thereof will be issued.

                  (b) The  Company  shall  give  the  Trustee  at least 45 days'
advance notice of the date fixed for redemption  (unless shorter notice shall be
required by the Trustee) as to the aggregate  principal  amount of Debentures of
the  series to be  redeemed,  and if less than the  entire  aggregate  principal
amount of such series is to be redeemed,  thereupon the Trustee shall select, by
lot or in such  other  manner  as it  shall  deem  appropriate  and  fair in its
discretion  and which may  provide  for the  selection  of a portion or portions
(equal to $25 or any integral  multiple thereof) of the principal amount of such
Debentures of a denomination  larger than $25, the Debentures to be redeemed and
shall  thereafter  promptly  notify the Company in writing of the numbers of the
Debentures to be redeemed.

                  The  Company  may,  if and  whenever  it  shall so  elect,  by
delivery  of  instructions  signed on its  behalf by its  President  or  General
Manager, instruct the Trustee or any paying agent to call all or any part of the
Debentures  of a  particular  series  for  redemption  and  to  give  notice  of
redemption  in the manner set forth in this  Section,  such  notice to be in the
name of the Company or its own name as the Trustee or such paying agent may deem
advisable.  In any  case in which  notice  of  redemption  is to be given by the
Trustee or any such  paying  agent,  the  Company  shall  deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be,  such  Debenture  Register,  transfer  books or other  records,  or
suitable copies or extracts therefrom,  sufficient to enable the Trustee or such
paying  agent  to give  any  notice  by mail  that  may be  required  under  the
provisions of this Section.

                  SECTION  3.03. (a)  If  the  giving  of  notice of  redemption
shall have been  completed as  above  provided,  the Debentures or  portions  of
Debentures  of the series to be redeemed  specified  in such notice shall become
due and  payable  on the date and at the  place  stated  in such  notice  at the
applicable  redemption  price,  together with interest accrued to the date fixed
for redemption,  and interest on such Debentures or portions of Debentures shall
cease to accrue on and after the date fixed for  redemption,  unless the Company
shall default in the payment of such redemption  price and accrued interest with
respect to any such Debenture or portion thereof.  On presentation and surrender
of such  Debentures  on or after the date fixed for  redemption  at the place of
payment  specified in the notice,  such Debentures shall be paid and redeemed at
the applicable redemption price for such series,  together with interest accrued
thereon to the date fixed for  redemption  (but if the date fixed for redemption
is an interest payment date, the interest installment payable on such date shall
be payable to the  registered  holder at the close of business on the applicable
record date pursuant to Section 2.03).

                  (b) Upon presentation of any Debenture of such series which is
to be  redeemed in part only,  the  Company  shall  execute,  the Trustee  shall
authenticate  and the office or agency where the  Debenture  is presented  shall
make  available  for  delivery  to the  holder  thereof,  at the  expense of the
Company,  a new  Debenture  or  Debentures  of the same  series,  of  authorized
denominations  in  principal  amount  equal  to the  unredeemed  portion  of the
Debenture so presented.

                  SECTION 3.04. The  provisions of  Sections 3.04, 3.05 and 3.06
shall  apply to  any  sinking  fund  for  the  retirement  of  Debentures  of  a
series,  except as  otherwise  specified  as  contemplated  by Section  2.01 for
Debentures of that series.

                  The minimum amount of any sinking fund payment provided for by
the terms of  Debentures  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  Debentures  of any  series  is  herein  referred  to as an
"optional  sinking fund payment".  If provided for by the terms of Debentures of
any  series,  the cash  amount of any  sinking  fund  payment  may be subject to
reduction  as provided in Section  3.05.  Each  sinking  fund  payment  shall be
applied to the  redemption  of  Debentures  of any series as provided for by the
terms of Debentures of that series.

                  SECTION  3.05.  The  Company  (i)   may   deliver  Outstanding
Debentures  of  a  series (other  than  any  previously  called for  redemption)
and (ii) may apply as a credit  Debentures  of a series which have been redeemed
either at the election of the Company  pursuant to the terms of such  Debentures
or through the application of permitted  optional sinking fund payments pursuant
to the terms of such Debentures, in each case in satisfaction of all or any part
of any  sinking  fund  payment  with  respect to the  Debentures  of such series
required to be made pursuant to the terms of such  Debentures as provided for by
the terms of that series; provided that such Debentures have not been previously
so credited.  Such Debentures shall be received and credited for such purpose by
the Trustee at the redemption  price specified in such Debentures for redemption
through  operation  of the  sinking  fund and the  amount of such  sinking  fund
payment shall be reduced accordingly.

                  SECTION  3.06.  Not less  than 45  days prior to each  sinking
fund  payment  date for  any  series  of Debentures, the Company will deliver to
the Trustee an Officer's  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 delivering and crediting
Debentures of that series pursuant to Section 3.05 and the basis for such credit
and will, together with such Officer's  Certificate,  deliver to the Trustee any
Debentures  to be so  delivered.  Not less than 30 days before each such sinking
fund payment date the Trustee  shall select the  Debentures  to be redeemed upon
such sinking fund payment date in the manner specified in Section 3.02 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 3.02.  Such notice having been
duly given,  the redemption of such Debentures  shall be made upon the terms and
in the manner stated in Section 3.03.

                                  ARTICLE FOUR
                       Particular Covenants of the Company

                  The  Company  covenants  and  agrees  for each  series  of the
Debentures as follows:

                  SECTION 4.01.  The Company  will  duly and  punctually  pay or
cause  to  be paid  the  principal of  (and premium, if any) and interest on the
Debentures  (subject  to the  Company's  right to  extend  or defer an  Interest
Payment  Date) of that  series at the time and place and in the manner  provided
herein and established with respect to such Debentures.

                  SECTION  4.02.  So  long  as  any  series  of  the  Debentures
remains  outstanding,  the  Company agrees to  maintain  an office  or agency in
the Borough of Manhattan, the City and State of New York (which, unless changed,
shall be a corporate  trust  office or agency of the  Trustee),  with respect to
each such series and at such other location or locations as may be designated as
provided  in this  Section  4.02,  where (i)  Debentures  of that  series may be
presented  for  payment,  (ii)  Debentures  of that series may be  presented  as
hereinabove  authorized  for  registration  of transfer  and  exchange and (iii)
notices and demands to or upon the Company in respect of the  Debentures of that
series and this Indenture may be given or served,  such  designation to continue
with respect to such office or agency until the Company shall, by written notice
signed by its  President  or  General  Manager  and  delivered  to the  Trustee,
designate  some other office or agency for such  purposes or any of them.  If at
any time the Company shall fail to maintain any such  required  office or agency
or  shall  fail  to  furnish  the  Trustee  with  the  address   thereof,   such
presentations,  notices and demands may be made or served at the Corporate Trust
Office of the Trustee,  and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.

                  SECTION  4.03.  (a) If  the Company  shall appoint one or more
paying  agents,  other  than  the  Trustee,  for  all  or  any  series  of   the
Debentures, the Company will cause each such paying agent to execute and deliver
to the Trustee an  instrument  in which such agent shall agree with the Trustee,
subject to the provisions of this Section, that it will:

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

                  (2) give the Trustee  notice of any failure by the Company (or
         by any other  obligor of such  Debentures)  to make any  payment of the
         principal of (and  premium,  if any) or interest on the  Debentures  of
         that series when the same shall be due and payable;

                  (3) at any time during the continuance of any failure referred
         to in the preceding paragraph (a)(2) above, upon the written request of
         the Trustee,  forthwith pay to the Trustee all sums so held in trust by
         such paying agent; and

                  (4)  perform all other duties of paying  agent as set forth in
         in this Indenture.

                  (b) If the  Company  shall act as its own  paying  agent  with
respect to any series of the Debentures,  it will, on or before each due date of
the principal of (and premium, if any) or interest on Debentures of that series,
set aside,  segregate and hold in trust for the benefit of the persons  entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming  due on  Debentures  of that series until such sums shall be paid to
such  persons or  otherwise  disposed of as herein  provided  and will  promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such  Debentures)  to take such action.  Whenever the Company  shall have one or
more paying agents for any series of Debentures, it will, prior to each due date
of the principal of (and premium,  if any) or interest on any Debentures of that
series, deposit with the paying agent a sum sufficient to pay 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.

                  (c) Anything in this Section to the contrary  notwithstanding,
(i) the  agreement  to hold sums in trust as provided in this Section is subject
to the provisions of Section 11.06 and (ii) 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 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 and  conditions  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.

                  SECTION 4.04.  The company,  whenever  necessary  to  avoid or
fill  a  vacancy  in  the  office  of  Trustee,  will  appoint,  in  the  manner
provided  in  Section  7.10,  a Trustee,  so that there  shall at all times be a
Trustee hereunder.

                  SECTION  4.05.   The  Company  will  not,  while  any  of  the
Debentures  remain  outstanding,  consolidate   with,  merge  into,  merge  into
itself or sell or convey all or  substantially  all of its property to any other
company, unless the provisions of Article Ten hereof are complied with.

                  SECTION  4.06.  If  there shall have occurred any  event  that
would,  with   the   giving  of  notice  or  the  passage  of   time,  or  both,
constitute  an Event of Default under the  Indenture,  or the Company shall have
given notice of its selection of an extended interest payment period as provided
in the Indenture and such period, or any extension thereof, shall be continuing,
the Company will not,  until all defaulted  interest on the  Debentures  and all
interest  accrued on the Debentures  during an extended  interest payment period
and all  principal and premium,  if any, then due and payable on the  Debentures
shall have been paid in full,  (i)  declare,  set aside or pay any  dividend  or
distribution  on any  capital  stock of the  Company,  except for  dividends  or
distributions  in shares of its capital stock or in rights to acquire  shares of
its capital stock, or (ii) repurchase,  redeem or otherwise acquire, or make any
sinking  fund  payment  for the  purchase  or  redemption  of, any shares of its
capital stock  (except by conversion  into or exchange for shares of its capital
stock and except for a redemption,  purchase or other  acquisition  of shares of
its capital stock made for the purpose of an employee  incentive plan or benefit
plan of the Company or any of its subsidiaries, if any, and except for mandatory
redemption  or sinking  fund  payments  with  respect to any series of preferred
stock of the Company  that are subject to mandatory  redemption  or sinking fund
requirements,  provided  that the  aggregate  stated  value  of all such  series
outstanding  at the time of any such payment does not exceed five percent of the
aggregate  of (1) the total  principal  amount of all bonds or other  securities
representing  secured  indebtedness  issued or assumed by the  Company  and then
outstanding  and (2) the  capital and surplus of the Company to be stated on the
books of account of the Company after giving effect to such payment);  provided,
however,  that any moneys  deposited in any sinking fund and not in violation of
this  provision may  thereafter be applied to the purchase or redemption of such
preferred stock in accordance with the terms of such sinking fund without regard
to the restrictions contained in this Section.

                                  ARTICLE FIVE
               Debentureholders' Lists and Reports by the Company
                                 and the Trustee

                  SECTION  5.01.  The  Company  will  furnish  or  cause  to  be
furnished  to  the  Trustee (a) on  a quarterly  basis  on each  regular  record
date (as  defined  in  Section  2.03) a list,  in such form as the  Trustee  may
reasonably  require, of the names and addresses of the holders of each series of
Debentures as of such regular  record date;  provided that the Company shall not
be  obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any  respect  from the most  recent  list  furnished  to the
Trustee by the Company 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,  however, no such list need be furnished
for any series for which the Trustee shall be the Debenture Registrar.

                SECTION 5.02. (a)  The Trustee  shall  preserve,  in  as current
a  form as  is reasonably  practicable,  all  information  as  to  the names and
addresses  of the  holders  of  Debentures  contained  in the most  recent  list
furnished to it as provided in Section 5.01 and as to the names and addresses of
holders of  Debentures  received  by the Trustee in its  capacity  as  Debenture
Registrar (if acting in such capacity).

                  (b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

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

                  (1) afford to such applicants access to the information 
          preserved at the time by the Trustee in accordance with the provisions
          of Section 5.02(a); or

                  (2) inform such  applicants  as to the  approximate  number of
         holders of Debentures of such series or of all Debentures,  as the case
         may be, whose names and addresses  appear in the information  preserved
         at the  time by the  Trustee,  in  accordance  with the  provisions  of
         Section  5.02(a),  and as to the  approximate  cost of  mailing to such
         Debentureholders  the form of proxy  or  other  communication,  if any,
         specified in such application.

                  (d) If the Trustee  shall elect not to afford such  applicants
access to such information,  the Trustee shall, upon the written request of such
applicants, mail to each holder of that series or of all Debentures, as the case
may be, whose name and address appears in the information  preserved at the time
by the Trustee in accordance with the provisions of Section  5.02(a),  a copy of
the form of proxy or other  communication  which is specified  in such  request,
with reasonable  promptness  after a tender to the Trustee of the material to be
mailed and of payment,  or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail to
such  applicants  and file with the  Securities  and  Exchange  Commission  (the
"Commission"),  together  with a copy of the  material  to be mailed,  a written
statement to the effect that, in the opinion of the Trustee,  such mailing would
be contrary to the best interests of the holders of Debentures of that series or
of all  Debentures,  as the case may be, or would be in violation of  applicable
law. Such written  statement  shall  specify the basis of such  opinion.  If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections  or if,  after the entry of an order  sustaining  one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the  objections so sustained  have been met and shall enter an order so
declaring,  the  Trustee  shall  mail  copies  of  such  material  to  all  such
Debentureholders  with reasonable  promptness  after the entry of such order and
the renewal of such  tender;  otherwise,  the  Trustee  shall be relieved of any
obligation or duty to such applicants respecting their application.

                  (e) Each and every holder of the Debentures,  by receiving and
holding the same,  agrees with the  Company  and the  Trustee  that  neither the
Company nor the Trustee nor any paying agent nor any Debenture  Registrar  shall
be held  accountable by reason of the  disclosure of any such  information as to
the names and  addresses of the holders of  Debentures  in  accordance  with the
provisions  of  Section  5.02(c),  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 5.02(c).

                  SECTION 5.03.  (a) The  Company covenants  and agrees  to 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  Exchange  Act;  or, if the  Company is not
required to file  information,  documents or reports  pursuant to either of such
sections,  then to file with the Trustee and the Commission,  in accordance with
the rules and regulations  prescribed from time to time by the Commission,  such
of the supplementary and periodic  information,  documents and reports which may
be required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and  registered  on a national  securities  exchange as may be prescribed
from time to time in such rules and regulations.

                  (b) The Company  covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed from
time to time by the  Commission,  such  additional  information,  documents  and
reports  with  respect to  compliance  by the Company  with the  conditions  and
covenants provided for in this Indenture as may be required from time to time by
such rules and regulations.  Delivery of such reports, documents and information
to  the  Trustee  under  this   subsection  (b)  and  Section   5.03(a)  is  for
informational  purposes  only  and  the  Trustee's  receipt  of such  shall  not
constitute   constructive  notice  of  any  information   contained  therein  or
determinable  from  information  contained  therein,   including  the  Company's
compliance  with any of the  covenants  hereunder  (as to which the  Trustee  is
entitled to rely exclusively on an Officer's Certificate).

                  (c) The  Company  covenants  and agrees to  transmit  by mail,
first-class  postage  prepaid,  or reputable  overnight  delivery  service which
provides for evidence of receipt,  to the  Debentureholders,  as their names and
addresses  appear upon the Debenture  Register,  within 30 days after the filing
thereof  with the Trustee,  such  summaries of any  information,  documents  and
reports  required to be filed by the Company pursuant to Section 5.03(a) and (b)
as may be required by rules and regulations  prescribed from time to time by the
Commission.

                  (d)  The  Company  covenants  and  agrees  to  furnish  to the
Trustee,  on or before  September  1 in each  calendar  year in which any of the
Debentures are outstanding, or on or before such other day in each calendar year
as the Company and the Trustee may from time to time agree upon,  a  Certificate
as to his or her knowledge of the Company's  compliance  with all conditions and
covenants  under this  Indenture.  For  purposes of this  subsection  (d),  such
compliance  shall  be  determined  without  regard  to any  period  of  grace or
requirement of notice provided under this Indenture.

                  (e) The Company covenants and agrees, during any calendar year
in which original issue discount has accrued on Outstanding Debentures,  to file
with the Trustee promptly at the end of each such calendar year a written notice
specifying  the amount of original  issue  discount  (including  daily rates and
accrual periods) accrued on Outstanding Debentures as of the end of such year.

                  SECTION 5.04. (a) On  or  before  November 1 in  each  year in
which any of the Debentures are outstanding, the Trustee shall transmit by mail,
first-class  postage  prepaid,  to the  Debentureholders,  as  their  names  and
addresses  appear upon the  Debenture  Register,  a brief report dated as of the
preceding  September  1, with respect to any of the  following  events which may
have  occurred  within the previous 12 months (but if no such event has occurred
within such period no report need be transmitted):

                  (1) any change to its eligibility under Section 7.09, and its
         qualifications under Section 7.08;

                  (2) the creation of or any material change to a relationship 
         specified in paragraphs (1) through (10) of Section 7.08(c);

                  (3) the  character  and  amount  of any  advances  (and if the
         Trustee elects so to state,  the  circumstances  surrounding the making
         thereof)  made by the Trustee (as such) which remain unpaid on the date
         of such  report,  and for the  reimbursement  of which it claims or may
         claim a lien  or  charge,  prior  to  that  of the  Debentures,  on any
         property or funds held or collected  by it as Trustee if such  advances
         so  remaining  unpaid  aggregate  more than 1/2 of 1% of the  principal
         amount of the Debentures outstanding on the date of such report;

                  (4) any change to the amount,  interest rate and maturity date
         of all other indebtedness owing by the Company, or by any other obligor
         on the Debentures,  to the Trustee in its individual  capacity,  on the
         date of such report,  with a brief  description of any property held as
         collateral  security  therefor,  except any  indebtedness  based upon a
         creditor  relationship  arising in any manner  described in  paragraphs
         (2), (3), (4) or (6) of Section 7.13(b);

                  (5) any change to  the  property and funds, if any, physically
         in the possession of the Trustee as such on the date of such report;

                  (6) any  release,  or release  and  substitution,  of property
         subject to the lien, if any, of this Indenture  (and the  consideration
         thereof, if any) which it has not previously reported;

                  (7) any  additional issue of Debentures  which the Trustee has
          not previously reported; and

                  (8) any action taken by the Trustee in the  performance of its
         duties under this Indenture  which it has not  previously  reported and
         which  in  its  opinion   materially  affects  the  Debentures  or  the
         Debentures  of any  series,  except any action in respect of a default,
         notice of which has been or is to be withheld by it in accordance  with
         the provisions of Section 6.07.

                  (b) The Trustee shall  transmit by mail,  first-class  postage
prepaid, to the  Debentureholders,  as their names and addresses appear upon the
Debenture  Register,  a brief report with respect to the character and amount of
any  advances  (and  if  the  Trustee  elects  so to  state,  the  circumstances
surrounding  the making  thereof)  made by the Trustee as such since the date of
the last report transmitted pursuant to the provisions of subsection (a) of this
Section  (or if no such  report has yet been so  transmitted,  since the date of
execution of this  Indenture),  for the  reimbursement of which it claims or may
claim a lien or charge prior to that of the Debentures of any series on property
or funds held or  collected  by it as Trustee,  and which it has not  previously
reported  pursuant to this subsection if such advances  remaining  unpaid at any
time  aggregate  more than 10% of the  principal  amount of  Debentures  of such
series  outstanding at such time,  such report to be transmitted  within 90 days
after such time.

                  (c) A copy of each  such  report  shall,  at the  time of such
transmission to Debentureholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Debentures are listed (if so listed) and also
with  the  Commission.  The  Company  agrees  to  notify  the  Trustee  when any
Debentures become listed on any stock exchange.

                                   ARTICLE SIX
                  Remedies of the Trustee and Debentureholders
                               on Event of Default

                  SECTION  6.01.  (a)   Whenever  used  herein  with  respect to
Debentures of a particular  series,  "Event of Default" means any one or more of
the following events which has occurred and is continuing:

                  (1) default in the payment of any installment of interest upon
         any of the Debentures of that series, as and when the same shall become
         due and  payable,  and  continuance  of such default for a period of 60
         days  (subject to the  Company's  right,  if any, to extend or defer an
         Interest Payment Date pursuant to Section 2.01 hereof);

                  (2) default in the payment of the principal of (or premium, if
         any,  on) any of the  Debentures  of that  series  as and when the same
         shall become due and payable, whether at maturity, upon redemption,  by
         declaration or otherwise,  or in any payment required by any sinking or
         analogous fund established with respect to that series, and continuance
         of such default for a period of 3 days;

                  (3)  failure  on the part of the  Company  duly to  observe or
         perform any other of the  covenants  or  agreements  on the part of the
         Company with respect to that series  contained  in such  Debentures  or
         otherwise  established  with  respect  to  that  series  of  Debentures
         pursuant to Section 2.01 hereof or contained in this  Indenture  (other
         than a covenant or agreement which has been expressly  included in this
         Indenture  solely for the benefit of one or more  series of  Debentures
         other than such series) for a period of 90 days after the date on which
         written  notice of such failure,  requiring the same to be remedied and
         stating that such notice is a "Notice of Default" hereunder, shall have
         been given to the Company by the Trustee,  by  registered  or certified
         mail,  or to the Company and the Trustee by the holders of at least 33%
         in  principal  amount  of the  Debentures  of that  series  at the time
         outstanding;

                  (4) a decree or order by a court  having  jurisdiction  in the
         premises  shall have been entered  adjudging  the Company a bankrupt or
         insolvent,   or  approving  as  properly   filed  a  petition   seeking
         liquidation  or   reorganization  of  the  Company  under  the  Federal
         Bankruptcy Code or any other similar  applicable  federal or state law,
         and such decree or order shall have  continued  unvacated  and unstayed
         for a period of 90 days; an involuntary  case shall be commenced  under
         such Code in respect of the Company and shall continue  undismissed for
         a period of 90 days or an order for relief in such case shall have been
         entered;  or a decree or order of a court  having  jurisdiction  in the
         premises  shall have been entered for the  appointment on the ground of
         insolvency or bankruptcy of a receiver, custodian,  liquidator, trustee
         or  assignee  in  bankruptcy  or  insolvency  of the  Company or of its
         property, or for the winding up or liquidation of its affairs, and such
         decree or order shall have remained in force unvacated and unstayed for
         a period of 90 days; or

                  (5) the Company shall institute  proceedings to be adjudicated
         a  voluntary  bankrupt,  shall  consent to the  filing of a  bankruptcy
         proceeding  against  it,  shall  file a  petition  or answer or consent
         seeking liquidation or reorganization under the Federal Bankruptcy Code
         or other similar  applicable federal or state law, shall consent to the
         filing of any such petition or shall consent to the  appointment on the
         ground of  insolvency  or  bankruptcy  of a receiver  or  custodian  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.

                  (b) In each and every such case,  the Company  shall file with
the Trustee written notice of the occurrence of any Event of Default within five
Business Days of the Company's becoming aware of any such Event of Default,  and
unless the  principal  of all the  Debentures  of that series shall have already
become due and  payable,  either the Trustee or the holders of not less than 33%
in aggregate  principal amount of the Debentures of that series then outstanding
hereunder,  by notice in writing to the Company  (and to the Trustee if given by
such Debentureholders),  may declare the principal of all the Debentures of that
series to be due and payable immediately, and upon any such declaration the same
shall become and shall be  immediately  due and payable,  anything  contained in
this Indenture or in the  Debentures of that series or established  with respect
to that series pursuant to Section 2.01 hereof to the contrary notwithstanding.

                  (c) The provisions of subsection (b) of this Section, however,
are subject to the  condition  that if, at any time after the  principal  of the
Debentures  of that series  shall have been so  declared  due and  payable,  and
before any  judgment or decree for the payment of the moneys due shall have been
obtained or entered as  hereinafter  provided,  the  Company  shall pay or shall
deposit with the Trustee a sum  sufficient  to pay all matured  installments  of
interest  upon all the  Debentures  of that  series  and the  principal  of (and
premium,  if any,  on) any and all  Debentures  of that series  which shall have
become due otherwise than by acceleration (with interest upon such principal and
premium,  if any,  and, to the extent  that such  payment is  enforceable  under
applicable  law, upon overdue  installments  of interest,  at the rate per annum
expressed  in the  Debentures  of that  series  to the date of such  payment  or
deposit) and the amount  payable to the Trustee under Section 7.06,  and any and
all defaults  under the  Indenture,  other than the  nonpayment  of principal on
Debentures of that series which shall not have become due by their terms,  shall
have been remedied or,  alternatively,  waived as provided in Section 6.06, then
and in every  such  case the  Event or  Events  of  Default  giving  rise to the
declaration of  acceleration  will,  without further act, be deemed to have been
rescinded and annulled;  but no such rescission and annulment shall extend to or
shall  affect any  subsequent  default,  or shall  impair  any right  consequent
thereon.

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

                  SECTION 6.02.  (a) The Company  covenants  that  (1)  in  case
default  shall be made in the payment of any  installment  of interest on any of
the  Debentures of a series,  and such default shall have continued for a period
of 60 days, or (2) in case default shall be made in the payment of the principal
of (or  premium,  if any,  on) any of the  Debentures  of a series when the same
shall have become due and payable,  and such default shall continue for a period
of 3  days,  whether  upon  maturity  of the  Debentures  of a  series  or  upon
redemption or upon  declaration or otherwise,  or in any payment required by any
sinking or analogous  fund  established  with respect to that series as and when
the same shall have become due and  payable,  then,  upon demand of the Trustee,
the  Company  will pay to the  Trustee,  for the  benefit of the  holders of the
Debentures of that series,  the whole amount that then shall have become due and
payable on all such Debentures for principal (and premium,  if any) or interest,
or both,  as the case may be,  with  interest  upon the overdue  principal  (and
premium, if any) and (to the extent that payment of such interest is enforceable
under  applicable  law) upon  overdue  installments  of interest at the rate per
annum expressed in the Debentures of that series; and, in addition thereto, such
further  amount  as shall be  sufficient  to cover the  costs  and  expenses  of
collection, and the amount payable to the Trustee under Section 7.06.

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

                  (c) In  case  of any  receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,  readjustment,  arrangement,  composition  or other
judicial proceedings affecting the Company, any other obligor on such Debentures
or the  creditors  or  property  of  either,  the  Trustee  shall  have power to
intervene in such  proceedings and take any action therein that may be permitted
by the court and shall (except as may be otherwise  provided by law) be entitled
to file such proofs of claim and other papers and  documents as may be necessary
or  advisable  in order to have the claims of the  Trustee and of the holders of
Debentures  of such series  allowed for the entire amount due and payable by the
Company or such other obligor under the Indenture at the date of  institution of
such proceedings and for any additional  amount which may become due and payable
by the Company or such other obligor after such date, and to collect and receive
any moneys or other property  payable or  deliverable on any such claim,  and to
distribute  the same after the  deduction  of the amount  payable to the Trustee
under  Section  7.06;  and any  receiver,  assignee or trustee in  bankruptcy or
reorganization is hereby authorized by each of the holders of Debentures of that
series to make such payments to the Trustee,  and, in the event that the Trustee
shall consent to the making of such payments directly to such  Debentureholders,
to pay to the Trustee any amount due it under Section 7.06.

                  (d) All rights of action and of  asserting  claims  under this
Indenture,  or under any of the terms  established with respect to Debentures of
that series,  may be enforced by the Trustee  without the  possession  of any of
such  Debentures,  or the  production  thereof at any trial or other  proceeding
relative  thereto,  and any such suit or  proceeding  instituted  by the Trustee
shall be  brought  in its own  name as  trustee  of an  express  trust,  and any
recovery of judgment  shall,  after  provision for payment to the Trustee of any
amounts due under Section 7.06, be for the ratable benefit of the holders of the
Debentures of that series.

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

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

                  SECTION 6.03. Any  moneys collected by the Trustee pursuant to
Section 6.02 with respect to a particular  series of Debentures shall be applied
in the order  following,  at the date or dates fixed by the Trustee and, in case
of the distribution of such moneys on account of principal (or premium,  if any)
or interest,  upon  presentation of the several  Debentures of that series,  and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:
                  FIRST:  To the payment of costs and expenses of collection and
         of all amounts payable to the Trustee under Section 7.06;

                  SECOND: To the payment of the amounts then due and unpaid upon
         Debentures  of that  series for  principal  (and  premium,  if any) and
         interest,  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  Debentures for
         principal (and premium, if any) and interest, respectively; and

                  THIRD:  To the Company.

                  SECTION  6.04.   No  holder of any  Debenture  of  any  series
shall have any right by virtue or by availing of any provision of this Indenture
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the  appointment of a receiver or trustee,
or for any other  remedy  hereunder,  unless such holder  previously  shall have
given  to  the  Trustee  written  notice  of an  Event  of  Default  and  of the
continuance  thereof with respect to Debentures of that series  specifying  such
Event of Default, as hereinbefore  provided,  and unless also the holders of not
less than 33% in aggregate  principal  amount of the  Debentures  of such series
then  outstanding  shall have made written request upon the Trustee to institute
such action,  suit or proceeding in its own name as trustee  hereunder and shall
have offered to the Trustee such reasonable  indemnity as it may require against
the costs,  expenses and liabilities to be incurred therein or thereby,  and the
Trustee  for 60 days after its  receipt  of such  notice,  request  and offer of
indemnity,  shall have failed to institute any such action,  suit or proceeding;
it being  understood and intended,  and being expressly  covenanted by the taker
and holder of every  Debenture  of that  series  with every other such taker and
holder and the Trustee, that no one or more holders of Debentures of that series
shall have any right in any manner  whatsoever  by virtue or by  availing of any
provision of this  Indenture to affect,  disturb or prejudice  the rights of the
holders of any other of such Debentures, or to obtain or seek to obtain priority
over or preference to any other such holder,  or to enforce any right under this
Indenture,  except in the manner herein provided and for the equal,  ratable and
common  benefit of all holders of Debentures of that series.  For the protection
and   enforcement   of  the   provisions  of  this   Section,   each  and  every
Debentureholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

                  Notwithstanding   any  other  provisions  of  this  Indenture,
however,  the right of any holder of any  Debenture  to  receive  payment of the
principal of (and premium,  if any) and interest on such  Debenture,  as therein
provided,  on or after the respective due dates  expressed in such Debenture (or
in the case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective  dates or redemption
date, shall not be impaired or affected without the consent of such holder.

                  SECTION  6.05.  (a) All  powers  and  remedies  given by  this
Article to the Trustee or to the Debentureholders shall, to the extent permitted
by law, be deemed  cumulative  and not exclusive of any others thereof or of any
other  powers  and  remedies  available  to the  Trustee  or the  holders of the
Debentures,  by judicial proceedings or otherwise, to enforce the performance or
observance  of the  covenants  and  agreements  contained  in this  Indenture or
otherwise established with respect to such Debentures.

                  (b) No delay or  omission  of the  Trustee or of any holder of
any of the  Debentures to exercise any right or power accruing upon any Event of
Default  occurring and  continuing  as aforesaid  shall impair any such right or
power,  or shall be construed as a waiver of any such default or an acquiescence
therein;  and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the Debentureholders may be
exercised from time to time, and as often as shall be deemed  expedient,  by the
Trustee or by the Debentureholders.

                  SECTION 6.06. The holders of a majority in aggregate principal
amount of the  Debentures of any series at the time  outstanding,  determined in
accordance  with Section 8.04,  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 that
series; provided, however, that such direction shall not be in conflict with any
rule of law or with  this  Indenture  or  unduly  prejudicial  to the  rights of
holders of Debentures of any other series at the time outstanding  determined in
accordance with Section 8.04 not parties  thereto.  Subject to the provisions of
Section  7.01,  the  Trustee  shall have the right to decline to follow any such
direction  if the  Trustee  in good faith  shall,  by a  Responsible  Officer or
Officers of the Trustee, determine that the proceeding so directed might involve
the  Trustee in  personal  liability.  The  holders of a majority  in  aggregate
principal  amount  of the  Debentures  of each  series  at the time  outstanding
affected  thereby,  determined in accordance with Section 8.04, may on behalf of
the holders of all of the  Debentures  of that series  waive any past default in
the performance of any of the covenants contained herein or established pursuant
to Section  2.01 with  respect to that  series  and its  consequences,  except a
default in the payment of the principal of, or premium,  if any, or interest on,
any of the  Debentures  of that series as and when the same shall  become due by
the terms of such  Debentures  or a call for  redemption  of  Debentures of that
series,  which default may be waived by the unanimous  consent of the holders of
that series so affected. Upon any such waiver, the default covered thereby shall
be deemed to be cured for all purposes of this  Indenture  and the Company,  the
Trustee and the holders of the  Debentures  of that series  shall be restored to
their former positions and rights  hereunder,  respectively;  but no such waiver
shall extend to any  subsequent or other default or impair any right  consequent
thereon.

                  SECTION 6.07. The Trustee  shall,  within  90  days  after the
occurrence of a default with respect to a particular  series,  transmit by mail,
first class postage  prepaid,  to the holders of  Debentures of that series,  as
their names and  addresses  appear upon the  Debenture  Register,  notice of all
defaults with respect to that series known to the Trustee,  unless such defaults
shall have been  cured or waived  before  the  giving of such  notice  (the term
"defaults"  for the  purposes of this  Section  being  hereby  defined to be the
events  specified in subsections  (1), (2), (3), (4) and (5) of Section 6.01(a),
not  including any grace periods  provided for therein and  irrespective  of the
giving of notice provided for by subsection (3) of Section  6.01(a));  provided,
that,  except in the case of default  in the  payment  of the  principal  of (or
premium,  if any) or interest on any of the  Debentures of that series or in the
payment of any sinking fund installment established with respect to that series,
the Trustee shall be protected in withholding  such notice if and so long as the
board of directors,  the executive committee,  or a trust committee of directors
and/or  Responsible  Officers  of the Trustee in good faith  determine  that the
withholding  of such notice is in the  interests of the holders of Debentures of
that series;  provided further, that in the case of any default of the character
specified in Section  6.01(a)(3)  with respect to Debentures of that series,  no
such notice to the holders of the Debentures of that series shall be given until
at least 30 days after the occurrence thereof.

                  The  Trustee  shall  not be deemed  to have  knowledge  of any
default,  except (i) a default under Section 6.01(a)(1) or (a)(2) as long as the
Trustee  is acting as paying  agent for such  series of  Debentures  or (ii) any
default  as to which  the  Trustee  shall  have  received  written  notice  or a
Responsible Officer charged with the administration of this Indenture shall have
actual knowledge or obtained written notice.

                  SECTION 6.08.  All parties to this Indenture  agree,  and each
holder of any  Debentures  by his or her  acceptance  thereof shall be deemed to
have agreed,  that any court may in its discretion  require, in any suit for the
enforcement of any right or remedy under this Indenture,  or in any suit against
the Trustee for any action taken or omitted by it as Trustee,  the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that  such  court  may in its  discretion  assess  reasonable  costs,  including
reasonable  attorneys' fees, 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, any suit instituted by any Debentureholder,  or group
of Debentureholders,  holding more than 10% in aggregate principal amount of the
outstanding   Debentures  of  any  series,   or  any  suit   instituted  by  any
Debentureholder  for the  enforcement  of the  payment of the  principal  of (or
premium,  if any) or interest on any  Debenture of such series,  on or after the
respective due dates expressed in such Debenture or established pursuant to this
Indenture.
                                  ARTICLE SEVEN
                             Concerning the Trustee

                  SECTION  7.01.  (a) The  Trustee,  prior to the  occurrence of
an Event of Default with respect to  Debentures of a series and after the curing
of all Events of Default  with  respect to  Debentures  of that series which may
have  occurred,  shall  undertake to perform with respect to  Debentures of that
series such duties and only such  duties as are  specifically  set forth in this
Indenture,  and no implied  covenants shall be read into this Indenture  against
the Trustee.  In case an Event of Default with respect to Debentures of a series
has occurred  (which has not been cured or waived),  the Trustee shall  exercise
with respect to  Debentures  of that 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 individual would exercise or use under the circumstances
in the conduct of his or her own affairs.

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

                  (1)  prior  to the  occurrence  of an Event  of  Default  with
         respect to  Debentures  of a series and after the curing and waiving of
         all such Events of Default  with  respect to that series which may have
         occurred:

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

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

                  (2) the Trustee  shall not be liable for any error of judgment
         made in good faith by a Responsible Officer or Responsible  Officers of
         the Trustee,  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 not less than a  majority  in  principal
         amount of the Debentures of any series at the time outstanding 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
         Debentures of that series; and

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

                  (c)  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 7.01.

                  SECTION 7.02.  Except  as otherwise  provided in Section 7.01:

                  (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,  consent, order, approval,  bond, security or
other paper or document  believed by it to be genuine and to have been signed or
presented by the proper party or parties;

                  (b) Any  request,  direction,  order or demand of the  Company
mentioned  herein shall be  sufficiently  evidenced by a Board  Resolution or an
instrument  signed  in the  name of the  Company  by the  President  or  General
Manager,  the  Secretary  or an  Assistant  Secretary  or  the  Treasurer  or an
Assistant  Treasurer  (unless other evidence in respect  thereof is specifically
prescribed herein);

                  (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) is entitled to receive and may, in
the absence of bad faith on its part, rely upon an Officer's Certificate;

                  (d) The Trustee may consult with counsel of its  selection 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 or  suffered  or
omitted 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,  order or
direction of any of the  Debentureholders,  pursuant to the  provisions  of this
Indenture,  unless  such  Debentureholders  shall have  offered  to the  Trustee
reasonable  security or indemnity  against the costs,  expenses and  liabilities
which may be  incurred  therein or  thereby;  nothing  herein  contained  shall,
however, relieve the Trustee of the obligation,  upon the occurrence of an Event
of Default with respect to a series of the Debentures  (which has not been cured
or waived) to exercise  with  respect to  Debentures  of that series such of the
rights and powers vested in it by this Indenture,  and to use the same degree of
care and skill in their  exercise,  as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

                  (f)  If an  Event  of  Default  shall  have  occurred  and  be
continuing,  the Trustee  shall be under no  obligation  to follow any  request,
order or direction of the Company if in the  reasonable  judgment of the Trustee
the  following  of such  request,  order or  direction  would not be in the best
interests of all the holders;

                  (g) The  Trustee  shall not be liable for any action  taken or
omitted to be taken by it in good faith and believed by it to be  authorized  or
within the discretion or rights or powers conferred upon it by this Indenture;

                  (h) The Trustee  shall not be bound to make any  investigation
into the facts or  matters  stated in any  resolution,  certificate,  statement,
instrument,  opinion,  report, notice, request,  consent, order, approval, bond,
security, or other papers or documents,  unless requested in writing to do so by
the holders of not less than a majority in principal  amount of the  outstanding
Debentures of the particular series affected thereby  (determined as provided in
Section 8.04);  provided,  however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the  making of such  investigation  is, in the  opinion of the  Trustee,  not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding.  The reasonable expense
of every  such  examination  shall  be paid by the  Company  or,  if paid by the
Trustee, shall be repaid by the Company upon demand;

                  (i) 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

                  (j) Any  application  by the Trustee for written  instructions
from the  Company  may, at the option of the  Trustee,  set forth in writing any
action  proposed to be taken or omitted by the Trustee under this  Indenture and
the date on and/or after which such action shall be taken or such omission shall
be effective.  The Trustee shall not be liable for any action or omission of the
Trustee in accordance with a proposal  included in such  application on or after
the date specified in such application  (which date shall not be less than three
Business Days after the date any officer of the Company  actually  receives such
application,  unless any such  officer  shall have  consented  in writing to any
earlier date) unless prior to taking any such action (or the  effective  date in
the case of an omission),  the Trustee shall have received written  instructions
in response to such application specifying the action to be taken or omitted.

                  SECTION  7.03.  (a) The  recitals contained  herein and in the
Debentures  (other than the  Certificate of  Authentication  on the  Debentures)
shall be taken as the  statements  of the  Company,  and the Trustee  assumes no
responsibility for the correctness of the same.

                  (b)  The Trustee makes no representations as to the validity 
or sufficiency of this Indenture or of the Debentures.

                  (c)  The  Trustee  shall  not be  accountable  for  the use or
application  by the Company of any of the  Debentures  or of the proceeds of the
Debentures, or for the use or application of any moneys paid over by the Trustee
in accordance  with any provision of this Indenture or  established  pursuant to
Section 2.01, or for the use or application of any moneys received by any paying
agent other than the Trustee.

                  SECTION 7.04.  The  Trustee or  any  paying agent or Debenture
Registrar,  in its  individual  or any other  capacity,  may become the owner or
pledgee of Debentures with the same rights it would have if it were not Trustee,
paying agent or Debenture Registrar.

                  SECTION  7.05.  Subject  to the  provisions of Section  11.06,
all  moneys  received  by the  Trustee  shall,  until  used or applied as herein
provided,  be held in trust for the purposes for which they were  received,  but
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 moneys  received by
it hereunder except such as it may agree with the Company to pay thereon.

                  SECTION  7.06.  (a) The Company covenants and agrees to pay to
the  Trustee  from time to time,  and the  Trustee  shall be  entitled  to, such
compensation  as the Company  and the  Trustee may agree upon in writing  (which
shall not be limited by any provision of law in regard to the  compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts  hereby  created and in the  exercise and  performance  of any of the
powers  and  duties  hereunder  of the  Trustee,  and the  Company  will  pay or
reimburse   the  Trustee   upon  its  request  for  all   reasonable   expenses,
disbursements  and advances  incurred or made by the Trustee in accordance  with
any of the provisions of this Indenture  (including the reasonable  compensation
and the  expenses  and  disbursements  of its  counsel  and of all  persons  not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith.  The Company also covenants to indemnify
the Trustee (and its officers, agents, directors and employees) for, and to hold
it harmless against,  any loss,  damage,  claim,  liability or expense including
taxes (other than taxes based upon,  measured by or  determined by the income of
the Trustee) incurred without negligence or bad faith on the part of the Trustee
and arising out of or in connection  with the  acceptance or  administration  of
this trust,  including  the costs and expenses of defending  itself  against any
claim of liability in the premises.

                  (b) The  obligations  of the  Company  under  this  Section to
compensate  and  indemnify  the Trustee and to pay or reimburse  the Trustee for
expenses,  disbursements and advances shall constitute  additional  indebtedness
hereunder and shall survive the termination of this  Indenture.  Such additional
indebtedness  shall be a senior lien to that of the Debentures upon all property
and funds held or collected  by the Trustee as such,  except funds held in trust
for the benefit of the holders of particular Debentures,  and the Debentures are
hereby subordinated to each such senior lien.

                  (c) When the Trustee  incurs  expenses or renders  services in
connection  with an Event of Default,  the expenses  (including  the  reasonable
charges and  expenses of its  counsel)  and  compensation  for its  services are
intended to constitute  expenses of administration  under applicable  federal or
state bankruptcy, insolvency or similar law.

                  SECTION 7.07.  Except  as otherwise  provided in Section 7.01,
whenever in the  administration  of the provisions of this Indenture the Trustee
shall deem it  necessary  or  desirable  that a matter be proved or  established
prior to taking or suffering or omitting to take any action hereunder,  it shall
be entitled  to  receive,  and such  matter  (unless  other  evidence in respect
thereof be herein specifically  prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively  provided and
established  by an  Officer's  Certificate  delivered  to the  Trustee  and such
certificate,  in the  absence  of  negligence  or bad  faith  on the part of the
Trustee,  shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the  provisions of this Indenture upon the faith
thereof.

                  SECTION  7.08.  If  the Trustee has acquired or shall  acquire
a  conflicting  interest  within the  meaning of the Trust  Indenture  Act,  the
Trustee shall either eliminate such interest or resign, to the extent and in the
manner  provided by, and subject to the provisions  of, the Trust  Indenture Act
and this Indenture.

                  SECTION  7.09.  There  shall at  all  times be a Trustee  with
respect  to the  Debentures  issued  hereunder  which  shall  at all  times be a
corporation  organized and doing business under the laws of the United States of
America or any State or Territory  thereof or of the District of Columbia,  or a
corporation  or other  person  permitted  to act as trustee  by the  Commission,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least 50 million  dollars,  and subject to supervision
or examination by Federal, State, Territorial or District of Columbia authority.
If such corporation  publishes reports of condition at least annually,  pursuant
to  law  or to  the  requirements  of the  aforesaid  supervising  or  examining
authority,  then for the  purposes of this  Section,  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.  The
Company  may  not,  nor may  any  person  directly  or  indirectly  controlling,
controlled  by, or under common control with the Company,  serve as Trustee.  In
case at any time the Trustee shall cease to be eligible in  accordance  with the
provisions of this Section,  the Trustee shall resign  immediately in the manner
and with the effect specified in Section 7.10.

                  SECTION 7.10. (a)  The  Trustee  or  any  successor  hereafter
appointed  may at any time resign with respect to the  Debentures of one or more
series by giving  written  notice  thereof to the  Company  and by  transmitting
notice  of   resignation  by  mail,   first-class   postage   prepaid,   to  the
Debentureholders  of that series,  as their names and addresses  appear upon the
Debenture Register. Upon receiving such notice of resignation, the Company shall
promptly  appoint a successor  trustee with respect to Debentures of that series
by  written  instrument,  in  duplicate,  executed  by  order  of the  Board  of
Directors,  one copy of which  instrument  shall be delivered  to the  resigning
Trustee and one copy to the  successor  trustee.  If no successor  trustee shall
have been so appointed  and have accepted  appointment  within 30 days after the
mailing 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 Debentures of that series, or any  Debentureholder of that series who
has been a bona fide holder of a Debenture or Debentures for at least six months
may,  subject to the  provisions  of Section  6.08, on behalf of himself and all
others  similarly  situated,  petition any such court for the  appointment  of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

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

                  (1) the Trustee  shall fail to comply with the  provisions  of
         Section 7.08 after  written  request  therefor by the Company or by any
         Debentureholder  who has been a bona  fide  holder  of a  Debenture  or
         Debentures for at least six months; or

                  (2) the Trustee shall cease to be eligible in accordance  with
         the  provisions  of Section 7.09 and shall fail to resign after written
         request therefor by the Company or by any such Debentureholder; or

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

then,  in any such case,  the Company may remove the Trustee with respect to all
Debentures and appoint a successor trustee by written instrument,  in duplicate,
executed by order of the Board of Directors,  one copy of which instrument shall
be  delivered to the Trustee so removed and one copy to the  successor  trustee,
or,  subject to the  provisions  of Section 6.08,  unless the Trustee's  duty to
resign is stayed as provided  herein,  any  Debentureholder  who has been a bona
fide holder of a Debenture or Debentures  for at least six months may, on behalf
of himself and all others  similarly  situated,  petition any court of competent
jurisdiction  for the removal of the Trustee and the  appointment of a successor
trustee.  Such court may  thereupon  after such  notice,  if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee.

                  (c) The holders of a majority in aggregate principal amount of
the Debentures of any series at the time  outstanding may at any time remove the
Trustee with respect to that series and appoint a successor trustee.

                  (d) Any  resignation or removal of the Trustee and appointment
of a successor  trustee with respect to the  Debentures of a series  pursuant to
any of the provisions of this Section shall become  effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

                  (e) Any successor trustee  appointed  pursuant to this Section
may be appointed  with respect to the Debentures of one or more series or all of
such series, and at any time there shall be only one Trustee with respect to the
Debentures of any particular series.

                  SECTION  7.11.  (a) In case of the  appointment  hereunder  of
a successor trustee with respect to all Debentures, every such successor trustee
so appointed  shall execute,  acknowledge  and deliver to the Company and to the
retiring  Trustee an instrument  accepting such  appointment,  and thereupon the
resignation or removal of the retiring  Trustee shall become  effective and such
successor  trustee,  without any further act, deed or  conveyance,  shall become
vested with all the rights,  powers,  trusts and duties of the retiring Trustee;
but, on the  request of the  Company or 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, 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,  subject
to any prior lien provided for in Section 7.06(b).

                  (b)  In  case  of the  appointment  hereunder  of a  successor
trustee with respect to the Debentures of one or more (but not all) series,  the
Company,  the retiring  Trustee and each  successor  trustee with respect to the
Debentures  of one or  more  series  shall  execute  and  deliver  an  indenture
supplemental hereto wherein each successor trustee shall accept such appointment
and which shall (1) 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
Debentures of that or those series to which the  appointment  of such  successor
trustee  relates,  (2) 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  Debentures  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)  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,  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 that no Trustee shall be responsible
for any act or failure to act on the part of any other  Trustee  hereunder;  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,  such retiring  Trustee shall with respect to the Debentures of that or
those series to which the appointment of such successor  trustee relates have no
further  responsibility  for  the  exercise  of  rights  and  powers  or for the
performance  of the  duties and  obligations  vested in the  Trustee  under this
Indenture,  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  Debentures of that or those series
to which the appointment of such successor  trustee relates;  but, on request of
the Company or any successor  trustee,  such retiring Trustee shall duly assign,
transfer and deliver to such successor  trustee,  to the extent  contemplated by
such  supplemental  indenture,  the  property  and money  held by such  retiring
Trustee  hereunder  with  respect to the  Debentures  of that or those series to
which the appointment of such successor trustee relates.

                  (c) Upon  request of any such  successor  trustee or  retiring
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.

                  (e) Upon  acceptance of appointment by a successor  trustee as
provided in this Section, the Company shall transmit notice of the succession of
such  trustee   hereunder  by  mail,   first-class   postage  prepaid,   to  the
Debentureholders,  as their  names  and  addresses  appear  upon  the  Debenture
Register.  If the  Company  fails to transmit  such notice  within 10 days after
acceptance of appointment by the successor trustee,  the successor trustee shall
cause such notice to be transmitted at the expense of the Company.

                  SECTION  7.12.  Any  corporation  into which the  Trustee  may
be merged or converted  or with which it may be  consolidated,  any  corporation
resulting  from any merger,  conversion  or  consolidation  to which the Trustee
shall be a party,  or any  corporation  succeeding to  substantially  all of the
corporate  trust business of the Trustee,  shall be the successor of the Trustee
hereunder,   provided  that  such  corporation  shall  be  qualified  under  the
provisions  of Section 7.08 and eligible  under the  provisions of Section 7.09,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary  notwithstanding.  In
case any Debentures  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
Debentures so  authenticated  with the same effect as if such successor  Trustee
had itself authenticated such Debentures.

                  SECTION  7.13.   If  and  when  the  Trustee  shall  become  a
creditor of the Company (or any other obligor upon the Debentures),  the Trustee
shall be subject to the  provisions  of the Trust  Indenture  Act  regarding the
collection  of  claims  against  the  Company  (or any  other  obligor  upon the
Debentures).

                                  ARTICLE EIGHT
                         Concerning the Debentureholders

                  SECTION  8.01.  Whenever in this Indenture it is provided that
the holders of a majority or specified  percentage in aggregate principal amount
of the  Debentures  of a particular  series may take any action  (including  the
making of any demand or request, the giving of any notice,  consent or waiver or
the  taking of any other  action),  the fact that at the time of taking any such
action the holders of such majority or specified  percentage of that series have
joined  therein may be evidenced by any  instrument or any number of instruments
of similar tenor executed by such holders of Debentures of that series in person
or by agent or proxy appointed in writing.

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

                  SECTION  8.02.  Subject  to the  provisions  of Section  7.01,
proof of the execution of any instrument by a  Debentureholder  (such proof will
not  require  notarization)  or his,  her or its agent or proxy and proof of the
holding by any person of any of the  Debentures  shall be  sufficient if made in
the following manner:

                  (a) the fact and date of  the execution by any  such person of
         any  instrument  may be  proved in any reasonable  manner acceptable to
         the Trustee;

                  (b) the  ownership  of  Debentures  shall  be  proved  by  the
         Debenture  Register  of  such  Debentures  or by  a certificate  of the
         Debenture Registrar thereof; or

                  (c) the  Trustee  may  require  such  additional  proof of any
         matter referred to in this Section as it shall deem necessary.

                  SECTION 8.03. Prior to the due presentment for registration of
transfer of any Debenture,  the Company,  the Trustee,  any paying agent and any
Debenture  Registrar may deem and treat the person in whose name such  Debenture
shall be registered  upon the books of the Company as the absolute owner of such
Debenture  (whether or not such Debenture  shall be overdue and  notwithstanding
any  notice of  ownership  or  writing  thereon  made by anyone  other  than the
Debenture  Registrar)  for the purpose of receiving  payment of or on account of
the principal of and premium,  if any, and (subject to Section 2.03) interest on
such  Debenture  and for all other  purposes;  and  neither  the Company nor the
Trustee nor any paying agent nor any  Debenture  Registrar  shall be affected by
any notice to the contrary.

                  SECTION 8.04.  At  any  time the  Debentures  are held  by any
holder  other than CPL Capital  [I], a Delaware  statutory  business  trust,  in
determining  whether the holders of the requisite  aggregate principal amount of
Debentures of a particular  series have concurred in any  direction,  consent or
waiver under this  Indenture,  Debentures  of that series which are owned by the
Company or any other  obligor on the  Debentures of that series or by any person
directly or indirectly controlling or controlled by or under common control with
the  Company or any other  obligor on the  Debentures  of that  series  shall be
disregarded  and  deemed  not to be  outstanding  for the  purpose  of any  such
determination,  except that for the purpose of  determining  whether the Trustee
shall be protected  in relying on any such  direction,  consent or waiver,  only
Debentures of such series which the Trustee actually knows are so owned shall be
so disregarded. Debentures so owned which have been pledged in good faith may be
regarded as outstanding  for the purposes of this Section,  if the pledgee shall
establish to the  satisfaction of the Trustee the pledgee's right so to act with
respect to such  Debentures  and that the  pledgee is not a person  directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with the Company or any such other  obligor.  In case of a dispute as to
such right,  any decision by the Trustee  taken upon the advice of counsel shall
be full protection to the Trustee.

                  SECTION  8.05.   At  any  time  prior to (but  not after)  the
evidencing  to the Trustee,  as provided in Section  8.01,  of the taking of any
action by the  holders of the  majority or  percentage  in  aggregate  principal
amount of the Debentures of a particular  series  specified in this Indenture in
connection  with such action,  any holder of a Debenture of that series which is
shown by the evidence to be included in the Debentures the holders of which have
consented to such action may, by filing  written  notice with the  Trustee,  and
upon proof of holding as provided in Section 8.02,  revoke such action so far as
concerns  such  Debenture.  Except as  aforesaid,  any such action  taken by the
holder of any  Debenture  shall be  conclusive  and binding upon such holder and
upon all future  holders  and  owners of such  Debenture,  and of any  Debenture
issued in exchange  therefor,  on registration  of transfer  thereof or in place
thereof,  irrespective  of whether or not any notation in regard thereto is made
upon  such  Debenture.  Any  action  taken by the  holders  of the  majority  or
percentage  in  aggregate  principal  amount of the  Debentures  of a particular
series  specified  in this  Indenture  in  connection  with such action shall be
conclusively  binding upon the  Company,  the Trustee and the holders of all the
Debentures of that series.

                                  ARTICLE NINE
                             Supplemental Indentures

                  SECTION  9.01.  In  addition  to  any  supplemental  indenture
otherwise authorized by this Indenture,  the Company, when authorized by a Board
Resolution,  and the Trustee may from time to time and at any time enter into an
indenture  or  indentures  supplemental  hereto  (which  shall  conform  to  the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Debentureholders, for one or more of the following purposes:

                  (a) to evidence the  succession of another  corporation to the
         Company,  and the  assumption by any such successor of the covenants of
         the Company  contained herein or otherwise  established with respect to
         the Debentures;

                  (b) to  add to the  covenants  of  the  Company  such  further
         covenants, restrictions, conditions or provisions for the protection of
         the  holders  of the  Debentures  of all or any  series as the Board of
         Directors  and the Trustee shall  consider to be for the  protection of
         the  holders  of  Debentures  of all or any  series,  and to  make  the
         occurrence,  or the occurrence and continuance,  of a default in any of
         such  additional  covenants,  restrictions,  conditions or provisions a
         default or an Event of Default with  respect to that series  permitting
         the enforcement of all or any of the several remedies  provided in this
         Indenture as herein set forth;  provided,  however,  that in respect of
         any such additional covenant, restriction, condition or provision, such
         supplemental  indenture  may provide for a  particular  period of grace
         after default  (which period may be shorter or longer than that allowed
         in  the  case  of  other  defaults),   may  provide  for  an  immediate
         enforcement  upon such default or may limit the  remedies  available to
         the Trustee  upon such default or may limit the right of the holders of
         a majority in  aggregate  principal  amount of the  Debentures  of such
         series to waive such default;

                  (c) to cure any  ambiguity  or to  correct or  supplement  any
         provision  contained herein or in any supplemental  indenture which may
         be defective or inconsistent with any other provision  contained herein
         or in any supplemental  indenture,  or to make such other provisions in
         regard to matters or questions  arising  under this  indenture as shall
         not be inconsistent with the provisions of this Indenture and shall not
         adversely  affect the interests of the holders of the Debentures of any
         series; or

                  (d) 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  Debenture  outstanding  of any series
         created prior to the execution of such supplemental  indenture which is
         entitled to the benefit of such provision.

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

                  Any  supplemental  indenture  authorized by the  provisions of
this Section may be executed by the Company and the Trustee  without the consent
of the holders of any of the Debentures at the time outstanding, notwithstanding
any of the provisions of Section 9.02.

                  SECTION 9.02.  With  the  consent  (evidenced  as  provided in
Section 8.01) of the holders of not less than a majority in aggregate  principal
amount of the Debentures of each series affected by such supplemental  indenture
or indentures at the time outstanding,  the Company,  when authorized by a Board
Resolution,  and the Trustee may from time to time and at any time enter into an
indenture  or  indentures  supplemental  hereto  (which  shall  conform  to  the
provisions  of the Trust  Indenture  Act as then in effect)  for the  purpose of
adding any provisions  to, or changing in any manner or  eliminating  any of the
provisions of, this Indenture or of any  supplemental  indenture or of modifying
in any manner the rights of the holders of the  Debentures  of that series under
this Indenture; provided, however, that no such supplemental indenture shall (i)
extend the Fixed Maturity of any Debentures of any series,  reduce the principal
amount  thereof,  reduce  the rate or extend  the time of  payment  of  interest
thereon or reduce any premium payable upon the redemption  thereof,  without the
consent of the holder of each Debenture so affected or (ii) reduce the aforesaid
percentage  of  Debentures,  the holders of which are required to consent to any
such  supplemental  indenture,  without  the  consent  of the  holders  of  each
Debenture then outstanding and affected thereby.

                  Upon  the  request  of the  Company,  accompanied  by a  Board
Resolution  authorizing the execution of any such  supplemental  indenture,  and
upon the filing with the Trustee of evidence of the consent of  Debentureholders
required  to  consent  thereto as  aforesaid,  the  Trustee  shall join with the
Company in the execution of such supplemental indenture unless such supplemental
indenture  affects the  Trustee's own rights,  duties or  immunities  under this
Indenture  or  otherwise,  in which case the Trustee may in its  discretion  but
shall not be obligated to enter into such supplemental indenture.

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

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

                  SECTION 9.03. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article or of Section  10.01,  this Indenture
shall,  with respect to that series, be and be deemed to be modified and amended
in  accordance  therewith  and the  respective  rights,  limitations  of rights,
obligations,  duties and  immunities  under this  Indenture of the Trustee,  the
Company and the  holders of  Debentures  of the series  affected  thereby  shall
thereafter  be  determined,  exercised  and  enforced  hereunder  subject in all
respects to such modifications and amendments,  and all the terms and conditions
of any such  supplemental  indenture  shall be and be  deemed  to be part of the
terms and conditions of this Indenture for any and all purposes.

                  SECTION  9.04.   Debentures  of  any  series,  affected  by  a
supplemental indenture,  authenticated and delivered after the execution of such
supplemental  indenture pursuant to the provisions of this Article or of Section
10.01,  may bear a notation in form approved by the Company,  provided such form
meets the requirements of any exchange upon which such series may be listed,  as
to any matter provided for in such supplemental  indenture. If the Company shall
so determine,  new  Debentures of that series so modified as to conform,  in the
opinion  of the  Board  of  Directors,  to any  modification  of this  Indenture
contained  in any such  supplemental  indenture  may be prepared by the Company,
authenticated  by the Trustee and  delivered in exchange for the  Debentures  of
that series then outstanding.

                  SECTION 9.05.  The  Trustee,  subject  to  the  provisions  of
Section  7.01,  is  entitled  to receive  an  Opinion  of Counsel as  conclusive
evidence that any supplemental  indenture  executed  pursuant to this Article is
authorized  or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in the
execution thereof.

                                   ARTICLE TEN
                         Consolidation, Merger and Sale

                  SECTION  10.01.  Nothing  contained  in  this  Indenture or in
any of the Debentures  shall prevent any  consolidation or merger of the Company
with or into any other  corporation or  corporations  (whether or not affiliated
with the Company), or successive  consolidations or mergers in which the Company
or its successor or successors shall be a party or parties, or shall prevent any
sale,  conveyance,  transfer or other disposition of the property of the Company
or its successor or successors as an entirety,  or substantially as an entirety,
to any other  corporation  (whether  or not  affiliated  with the Company or its
successor or successors)  authorized to acquire and operate the same;  provided,
however,   the  Company  hereby   covenants  and  agrees  that,  upon  any  such
consolidation,  merger, sale, conveyance, transfer or other disposition, the due
and punctual  payment of the principal of (premium,  if any) and interest on all
of the  Debentures  of all series in  accordance  with the terms of each series,
according to their tenor, and the due and punctual performance and observance of
all the covenants and  conditions of this  Indenture with respect to each series
or established  with respect to each series  pursuant to Section 2.01 to be kept
or  performed  by the  Company,  shall be  expressly  assumed,  by  supplemental
indenture  (which shall conform to the provisions of the Trust  Indenture Act as
then in effect)  satisfactory  in form to the Trustee  executed and delivered to
the  Trustee  by the  entity  formed by such  consolidation,  or into  which the
Company shall have been merged,  or by the entity which shall have acquired such
property.

                  SECTION  10.02. (a) In case of any such consolidation, merger,
sale,  conveyance,  transfer or other disposition and upon the assumption by the
successor corporation, by supplemental indenture,  executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and premium,  if any, and interest on all of the  Debentures
of all series  outstanding  and the due and punctual  performance  of all of the
covenants and conditions of this  Indenture or established  with respect to each
series of the Debentures pursuant to Section 2.01 to be performed by the Company
with respect to each series, such successor  corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and thereupon the predecessor  corporation shall
be  relieved of all  obligations  and  covenants  under this  Indenture  and the
Debentures,  except the provisions of Section 7.06 to the extent such provisions
relate  to  matters  occurring  before  any such  consolidation,  merger,  sale,
conveyance,  transfer or other disposition. Such successor corporation thereupon
may cause to be signed,  and may issue  either in its own name or in the name of
the Company or any other  predecessor  obligor on the Debentures,  any or all of
the Debentures  issuable  hereunder which theretofore shall not have been signed
by the  Company  and  delivered  to the  Trustee;  and,  upon the  order of such
successor  company,  instead  of the  Company,  and  subject  to all the  terms,
conditions  and  limitations  in this  Indenture  prescribed,  the Trustee shall
authenticate  and shall deliver any Debentures  which previously shall have been
signed and delivered by the officers of the  predecessor  Company to the Trustee
for  authentication,   and  any  Debentures  which  such  successor  corporation
thereafter  shall  cause to be signed  and  delivered  to the  Trustee  for that
purpose.  All the Debentures so issued shall in all respects have the same legal
rank  and  benefit  under  this  Indenture  as  the  Debentures  theretofore  or
thereafter  issued in accordance  with the terms of this Indenture as though all
of such Debentures had been issued at the date of the execution hereof.

                  (b)  In  case  of  any  such  consolidation,   merger,   sale,
conveyance,  transfer or other disposition, such changes in phraseology and form
(but not in substance) may be made in the Debentures  thereafter to be issued as
may be appropriate.

                  (c)  Nothing  contained  in  this  Indenture  or in any of the
Debentures  shall  prevent the Company  from merging into itself or acquiring by
purchase or otherwise  all or any part of the property of any other  corporation
(whether or not affiliated with the Company).

                  SECTION 10.03.   The  Trustee,  subject  to  the provisions of
Section  7.01,  is  entitled  to receive  an  Opinion  of Counsel as  conclusive
evidence that any such  consolidation,  merger,  sale,  conveyance,  transfer or
other disposition,  and any such assumption,  comply with the provisions of this
Article.

                                 ARTICLE ELEVEN
                    Satisfaction and Discharge of Indenture;
                                Unclaimed Moneys

                  SECTION  11.01.  This  Indenture  shall upon  Company  request
cease to be of further effect (except as hereinafter  expressly  provided),  and
the Trustee,  at the expense of the Company,  shall execute  proper  instruments
acknowledging satisfaction and discharge of this Indenture, when

                  (a)  both

                           (1)  all  Debentures  theretofore  authenticated  and
                  delivered  (other than  Debentures  which have been destroyed,
                  lost  or  stolen  and  which  have  been  replaced  or paid as
                  provided in Section  2.07 have been  delivered  to the Trustee
                  for cancellation; and

                           (2) all Debentures not  theretofore  delivered to the
                  Trustee for cancellation  shall be deemed to have been paid in
                  accordance with Section 11.03;

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

                  (c) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate 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 shall be  Debentures  of two or more series
outstanding  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  Debentures of all series as to which it is Trustee and if
the other  conditions  thereto  are met. In the event there shall be two or more
Trustees  hereunder,  then the  effectiveness  of each such instrument from each
Trustee  hereunder shall be conditioned  upon receipt of such  instruments  from
each other Trustee hereunder.

                  Notwithstanding   the   satisfaction  and  discharge  of  this
Indenture as aforesaid,  the  obligations  of the Company under  Sections  2.05,
2.06, 2.07, 4.02, 4.03 and 7.06 and this Article Eleven shall survive.

                  Upon  satisfaction and discharge of this Indenture as provided
in this  Section,  the  Trustee  shall  assign,  transfer  and turn  over to the
Company,  subject  to the lien  provided  by  Section  7.06,  any and all money,
securities  and other  property  then held by the Trustee for the benefit of the
holders of the Debentures  other than money and Government  Obligations  held by
the Trustee pursuant to Section 11.04.

                  SECTION  11.02.  If  at  any  time  all  such  Debentures of a
particular  series not heretofore  delivered to the Trustee for  cancellation or
which have not become due and payable as described  in Section  11.01 shall have
been paid by the  Company by  depositing  irrevocably  with the Trustee as trust
funds  moneys or an  amount of  Governmental  Obligations  sufficient  to pay at
maturity or upon  redemption all such  Debentures of that series not theretofore
delivered to the Trustee for cancellation,  including principal (and premium, if
any) and  interest  due or to become due to such date of  maturity or date fixed
for  redemption,  as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable  hereunder by the Company with respect to that
series, then after the date such moneys or Governmental Obligations, as the case
may be, are deposited  with the Trustee:  (a) the Company shall be released from
its covenants and other  obligations  contained in Sections 4.05,  5.03,  10.01,
10.02,  and 10.03 and may omit to comply  with and shall  have no  liability  in
respect of any term,  condition or limitation  set forth in any such covenant or
obligation, whether directly or indirectly, by reason of any reference elsewhere
herein to any such  covenant or  obligation or by reason of any reference in any
such  covenant or  obligation  to any other  provision of this  Indenture or any
other  document,  and any failure to comply with any such covenant or obligation
shall not  constitute  a Default  or an Event of  Default  with  respect  to the
Debentures of such series;  (b) the occurrence of any event specified in Section
6.01(a)(3) shall not constitute a Default or an Event of Default with respect to
the  Debentures  of  such  series;  (c) the  Debentures  of  such  series  shall
thereafter be deemed not to be "outstanding"  solely for purposes of determining
whether the  Debentureholders  of the requisite  aggregate  principal  amount of
Debentures  have  concurred in any act under this  Indenture with respect to any
covenant or obligation from which the Company has been released  pursuant to (a)
above or with  respect  to any event  that shall  have  ceased to  constitute  a
Default or Event of Default with respect to Debentures  of such series  pursuant
to (b) above (or the consequences  thereof) provided that the provisions of this
Section 11.02 shall not be deemed to relieve the Company of its obligations with
respect to the payment of the principal of (and premium,  if any) or interest on
the outstanding  Debentures of such series.  The release of the Company from its
obligations under this Indenture,  as provided for in this Section 11.02,  shall
be subject to the further  condition that the Company first shall have caused to
be  delivered  to  the  Trustee  an  Opinion  of  Counsel  to  the  effect  that
Debentureholders  of a series  with  respect to which a deposit has been made in
accordance  with this Section  11.02 will not realize  income,  gain or loss for
federal income tax purposes as a result of such deposit and release, and will be
subject to federal income tax on the same amount,  in the same manner and at the
same  times as would  have been the case if such  deposit  and  release  had not
occurred.

                  SECTION  11.03.  If, in addition to satisfying  the conditions
set forth in Section 11.01 or 11.02 (except for the requirement of an Opinion of
Counsel),  the  Company  delivers  to the  Trustee  an Opinion of Counsel to the
effect that (a) the Company has received  from, or there has been  published by,
the Internal  Revenue  Service a ruling or (b) since the date of this  Indenture
there has been a change in applicable  federal income tax law, in either case to
the effect that,  and based  thereon such Opinion of Counsel shall confirm that,
the  Debentureholders  of a series with respect to which a deposit has been made
in accordance with Section 11.01 or 11.02 will not realize income,  gain or loss
for federal  income tax  purposes as a result of such  deposit,  defeasance  and
discharge and will be subject to federal  income tax on the same amount,  in the
same manner and at the same times,  as would have been the case if such deposit,
defeasance and discharge had not occurred,  and (c) the deposit shall not result
in the Company,  the Trustee or the trust being deemed an  "investment  company"
under the Investment  Company Act of 1940, as amended,  then, in such event, the
Company will be deemed to have paid and  discharged the entire  indebtedness  on
that  series and the holder  thereof  shall  thereafter  be  entitled to receive
payment  solely  from  the  trust  fund  described  above.  Notwithstanding  the
satisfaction  and discharge of any Debentures as aforesaid,  the  obligations of
the Company in respect of such Debentures under Sections 2.05, 2.06, 2.07, 4.02,
4.03 and 7.06 and this Article Eleven shall survive.

                  SECTION  11.04.    All  moneys  or  Governmental   Obligations
deposited with the Trustee  pursuant to Sections 11.01 or 11.02 shall be held in
trust and shall be available for payment as due,  either directly or through any
paying agent  (including  the Company  acting as its own paying  agent),  to the
holders of the particular  series of Debentures for the payment or redemption of
which such  moneys or  Governmental  Obligations  have been  deposited  with the
Trustee.

                  SECTION  11.05.   In  connection  with  the  satisfaction  and
discharge of this Indenture all moneys or Governmental  Obligations then held by
any paying agent under the  provisions of this Indenture  shall,  upon demand of
the  Company,  be paid to the Trustee and  thereupon  such paying agent shall be
released from all further  liability with respect to such moneys or Governmental
Obligations.  

                  SECTION 11.06. Any moneys or Governmental Obligations 
deposited with any paying agent or the Trustee,  or then held by the Company, in
trust for payment of principal of or premium or interest on the  Debentures of a
particular  series that are not applied but remain  unclaimed  by the holders of
such  Debentures  for at least two years after the date upon which the principal
of (and premium,  if any) or interest on such Debentures shall have respectively
become due and payable,  shall, upon written notice from the Company,  be repaid
to the Company on May 31 of each year or (if then held by the Company)  shall be
discharged from such trust; and thereupon the paying agent and the Trustee shall
be  released  from  all  further  liability  with  respect  to  such  moneys  or
Governmental  Obligations,  and the holder of any of the Debentures  entitled to
receive such payment shall thereafter,  as an unsecured  general creditor,  look
only to the Company for the payment thereof.

                                 ARTICLE TWELVE
                Immunity of Incorporators, Stockholders, Officers
                                  and Directors

                  SECTION  12.01.  No recourse under  or  upon  any  obligation,
covenant or agreement of this Indenture,  or of any Debenture,  or for any claim
based  thereon  or  otherwise  in  respect  thereof,  shall be had  against  any
incorporator, stockholder, officer or director, past, present or future as such,
of the Company or of any predecessor or successor  corporation,  either directly
or through the Company or any such predecessor or successor corporation, whether
by virtue of any constitution,  statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise;  it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal  liability whatever shall attach to, or is or shall be
incurred by, the incorporators,  stockholders, officers or directors as such, of
the Company or of any  predecessor  or  successor  corporation,  or any of them,
because of the creation of the indebtedness  hereby  authorized,  or under or by
reason of the obligations,  covenants or agreements  contained in this Indenture
or in any of the  Debentures  or  implied  therefrom;  and that any and all such
personal liability of every name and nature,  either at common law, in equity or
by constitution or statute,  of, and any and all such rights and claims against,
every such  incorporator,  stockholder,  officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations,  covenants or agreements  contained in this  Indenture or in any of
the Debentures or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration  for, the execution of this Indenture and
the issuance of such Debentures.


                                ARTICLE THIRTEEN
                            Miscellaneous Provisions

                  SECTION 13.01.  All the covenants, stipulations,  promises and
agreements in this Indenture contained by or on behalf of the Company shall bind
its successors and assigns, whether so expressed or not.

                  SECTION 13.02.  Any act or proceeding by any provision of this
Indenture authorized or required to be done or performed by any board, committee
or officer of the Company  shall and may be done and  performed  with like force
and effect by the corresponding  board,  committee or officer of any corporation
that shall at the time be the lawful sole successor of the Company.

                  SECTION 13.03.  Except as otherwise expressly provided herein,
any notice or demand  which by any  provision  of this  Indenture is required or
permitted  to be given or served by the Trustee or by the holders of  Debentures
to or on the  Company  may be given or  served  by being  deposited  first-class
postage prepaid in a post-office  letter box addressed (until another address is
filed in writing by the Company with the Trustee), as follows: Central and South
West Corporation,  1616 Woodall Rodgers Freeway, Dallas, Texas 75202, Attention:
Director, Finance. Any notice, election, request or demand by the Company or any
Debentureholder to or upon the Trustee shall be deemed to have been sufficiently
given or made,  for all  purposes,  if given or made in writing at the Corporate
Trust Office of the Trustee.

                  SECTION 13.04.  This  Indenture and  each  Debenture  shall be
deemed to be a contract  made  under the laws of the State of New York,  and for
all  purposes  shall be  construed  in  accordance  with the laws of that State,
without regard to the conflicts of laws principles thereof.

                  SECTION  13.05.  (a)  Upon  any  application  or demand by the
Company to the Trustee to take any action  under any of the  provisions  of this
Indenture,  the Company  shall  furnish to the Trustee an Officer's  Certificate
stating that all conditions precedent provided for in this Indenture relating to
the proposed  action have been complied  with and an Opinion of Counsel  stating
that in the opinion of such  counsel  all such  conditions  precedent  have been
complied with,  except that in the case of any such  application or demand as to
which the furnishing of such documents is specifically required by any provision
of this  Indenture  relating  to  such  particular  application  or  demand,  no
additional certificate or opinion need be furnished.

                  (b) Each certificate or opinion provided for in this Indenture
and  delivered  to the Trustee with  respect to  compliance  with a condition or
covenant in this  Indenture  (other than the  certificate  provided  pursuant to
Section 5.03(d) of this Indenture) shall include (1) a statement that the person
making such  certificate  or opinion has read such covenant or condition;  (2) a
brief statement as to the nature and scope of the  examination or  investigation
upon which the statements or opinions  contained in such  certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

                  SECTION 13.06.  Simultaneously  with  the  execution  of  this
Indenture,  the  Company  shall  deliver  to the  Trustee  an Opinion of Counsel
stating that, in the opinion of such counsel,  (a) this  Indenture has been duly
authorized by and lawfully  executed and delivered on behalf of the Company,  is
in full force and effect and is legal,  valid and  binding  upon the  Company in
accordance  with  its  terms,  except  to  the  extent  limited  by  bankruptcy,
insolvency, reorganization or other laws affecting creditors' rights and (b) the
Debentures  have been  authorized,  executed  and  delivered  by the Company and
constitute  legal,  valid and binding  obligations  of the Company in accordance
with their terms.

                  SECTION  13.07.  Except as provided  pursuant to  Section 2.01
pursuant to a Board Resolution, and as set forth in an Officer's Certificate, or
established in one or more indentures  supplemental  to this  Indenture,  in any
case where the date of maturity of interest or principal of any Debenture or the
date of redemption of any Debenture  shall not be a Business Day then payment of
interest or principal (and premium,  if any) may be made on the next  succeeding
Business  Day with the same force and effect as if made on the  nominal  date of
maturity or  redemption,  and no interest shall accrue for the period after such
nominal  date.  

                  SECTION 13.08. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by operation of
Section 3.18(c) of the Trust Indenture Act, such imposed duties shall control.

                  SECTION  13.09.   This   Indenture  may  be  executed  in  any
number  of  counterparts,   each  of  which  shall  be  an  original;  but  such
counterparts shall together constitute one and the same instrument.

                  SECTION 13.10. In  case  any  one  or  more  of the provisions
contained  in this  Indenture or in the  Debentures  of any series shall for any
reason be held to be invalid,  illegal or  unenforceable  in any  respect,  such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Indenture or of such Debentures,  but this Indenture and such Debentures
shall be construed as if such invalid or illegal or unenforceable  provision had
never been contained herein or therein.

                  SECTION 13.11. The Company will have the right at all times to
assign any of its rights or  obligations  under  this  Indenture  to a direct or
indirect wholly-owned subsidiary of the Company;  provided that, in the event of
any such  assignment,  the Company will remain liable for all such  obligations.
Subject  to the  foregoing,  the  Indenture  is  binding  upon and inures to the
benefit of the parties thereto and their respective  successors and assigns. The
Indenture may not otherwise be assigned by the parties thereto.

                  SECTION 13.12.  The  parties intend that, for each holder of a
Debenture  and each person that  acquires a beneficial  ownership  interest in a
Debenture,  such Debentures shall constitute indebtedness for purposes of United
States federal, state and local taxes.


                                ARTICLE FOURTEEN
                           Subordination of Debentures

                  SECTION  14.01.  The  Company covenants  and  agrees, and each
holder  of  Debentures  issued  hereunder  by his  acceptance  thereof  likewise
covenants  and  agrees,  that all  Debentures  shall be  issued  subject  to the
provisions  of this Article  Fourteen;  and each holder of a Debenture,  whether
upon original issue or upon transfer or assignment  thereof,  accepts and agrees
to be bound by such provisions.

                  The  payment of the  principal  of and  premium,  if any,  and
interest on all  Debentures  issued  hereunder  shall,  to the extent and in the
manner  hereinafter set forth, be subordinated and junior in right of payment to
the prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this Indenture or thereafter incurred.

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

                  SECTION 14.02.  In  the event and  during the  continuation of
any default in the payment of principal, premium, interest or any payment due on
any Senior Indebtedness continuing beyond the period of grace, if any, specified
in the  instrument  evidencing  such  Senior  Indebtedness  (and the Trustee has
received  written  notice  thereof  from the  Company or one or more  holders of
Senior  Indebtedness or their  representative or  representatives or a trustee),
unless  and until  such  default  shall  have been cured or waived or shall have
ceased to exist,  and in the event that the maturity of any Senior  Indebtedness
has been accelerated  because of a default (and the Trustee has received written
notice thereof from the Company or one or more holders of Senior Indebtedness or
their representative or representatives or a trustee),  then no payment shall be
made by the Company  with respect to the  principal  (including  redemption  and
sinking fund payments) of or premium, if any, or interest on the Debentures.

                  In the event that,  notwithstanding the foregoing, any payment
shall be received by the Trustee or any holder when such  payment is  prohibited
by the preceding  paragraph of this Section 14.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior  Indebtedness or their respective  representatives,  or to the trustee or
trustees under any indenture  pursuant to which any of such Senior  Indebtedness
may have been issued, as their respective  interests may appear, but only to the
extent that the holders of the Senior  Indebtedness (or their  representative or
representatives  or a trustee) notify the Trustee within 90 days of such payment
of the  amounts  then due and  owing  on the  Senior  Indebtedness  and only the
amounts  specified in such notice to the Trustee shall be paid to the holders of
Senior Indebtedness.

                  SECTION  14.03.   Upon  any   payment   by  the  Company,   or
distribution of assets of the Company of any kind or character, whether in cash,
property  or  securities,   to  creditors  upon  any  dissolution,   winding-up,
liquidation or reorganization  of the Company,  whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all amounts due
or to become due upon all Senior  Indebtedness  shall first be paid in full,  or
payment thereof  provided for in money in accordance with its terms,  before any
payment is made on account of the principal (and premium, if any) or interest on
the  Debentures;  and upon  any such  dissolution,  winding-up,  liquidation  or
reorganization,  any  payment by the  Company or  distribution  of assets of the
Company of any kind or character,  whether in cash,  property or securities,  to
which the holders of the Debentures or the Trustee would be entitled, except for
the provisions of this Article  Fourteen,  shall be paid by the Company,  by any
receiver,  trustee in  bankruptcy,  liquidating  trustee,  agent or other person
making such payment or distribution,  by the holders of the Debentures or by the
Trustee  under this  Indenture if received by them or it directly to the holders
of Senior  Indebtedness (pro rata to such holders on the basis of the respective
amounts  of Senior  Indebtedness  held by such  holders,  as  calculated  by the
Company)  or their  representative  or  representatives,  or to the  trustee  or
trustees under any indenture  pursuant to which any  instruments  evidencing any
Senior  Indebtedness  may have been issued,  as their  respective  interests may
appear, to the extent necessary to pay all Senior Indebtedness in full, in money
or money's worth,  after giving effect to any concurrent payment or distribution
to or for the holders of Senior Indebtedness, before any payment or distribution
is made to the holders of Debentures or to the Trustee.

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

                  For  purposes  of this  Article  Fourteen,  the words,  "cash,
property or  securities"  shall not be deemed to include  shares of stock of the
Company as reorganized or readjusted,  or securities of the Company or any other
corporation  provided  for by a plan  of  reorganization  or  readjustment,  the
payment of which is subordinated at least to the extent provided in this Article
Fourteen  with  respect  to  the   Debentures  to  the  payment  of  all  Senior
Indebtedness which may at the time be outstanding;  provided that (i) the Senior
Indebtedness is assumed by the new corporation,  if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of the Senior
Indebtedness  are not,  without  the  consent of such  holders,  altered by such
reorganization  or readjustment.  The  consolidation of the Company with, or the
merger  of  the  Company  into,  another   corporation  or  the  liquidation  or
dissolution of the Company  following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and  conditions  provided  for in Article Ten hereof shall not be deemed a
dissolution,  winding-up, liquidation or reorganization for the purposes of this
Section 14.03 if such other corporation shall, as a part of such  consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article Ten
hereof.  Nothing in Section 14.02 or in this Section 14.03 shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 7.06.

                  SECTION 14.04.  Subject  to the  payment in full of all Senior
Indebtedness, the rights of the holders of the Debentures shall be subrogated to
the  rights of the  holders  of  Senior  Indebtedness  to  receive  payments  or
distributions of cash,  property or securities of the Company  applicable to the
Senior Indebtedness until the principal of (and premium, if any) and interest on
the Debentures shall be paid in full; and, for the purposes of such subrogation,
no payments or  distributions  to the holders of the Senior  Indebtedness of any
cash,  property  or  securities  to which the holders of the  Debentures  or the
Trustee would be entitled  except for the  provisions of this Article  Fourteen,
and no payment over pursuant to the provisions of this Article  Fourteen,  to or
for the  benefit  of the  holders  of  Senior  Indebtedness  by  holders  of the
Debentures or the Trustee,  shall,  as between the Company,  its creditors other
than  holders of Senior  Indebtedness,  and the  holders of the  Debentures,  be
deemed  to be a  payment  by  the  Company  to  or  on  account  of  the  Senior
Indebtedness.  It is understood that the provisions of this Article Fourteen are
and are intended  solely for the purposes of defining the relative rights of the
holders  of the  Debentures,  on the one hand,  and the  holders  of the  Senior
Indebtedness on the other hand.

                  Nothing  contained  in this  Article  Fourteen or elsewhere in
this Indenture or in the  Debentures is intended to or shall impair,  as between
the Company,  its creditors other than the holders of Senior  Indebtedness,  and
the holders of the Debentures,  the obligation of the Company, which is absolute
and unconditional, to pay to the holders of the Debentures the principal of (and
premium,  if any) and  interest  on the  Debentures  as and when the same  shall
become due and  payable in  accordance  with their  terms,  or is intended to or
shall affect the relative  rights of the holders of the Debentures and creditors
of the  Company  other than the  holders of the Senior  Indebtedness,  nor shall
anything  herein or therein  prevent the Trustee or the holder of any  Debenture
from exercising all remedies otherwise  permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article Fourteen
of the holders of Senior Indebtedness in respect of cash, property or securities
of the Company received upon the exercise of any such remedy.

                  Upon any  payment  or  distribution  of assets of the  Company
referred to in this Article Fourteen,  the Trustee,  subject to the provision of
Section 7.01, and the holders of the  Debentures  shall be entitled to rely upon
any order or decree made by any court of  competent  jurisdiction  in which such
dissolution,  winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver,  trustee in bankruptcy,  liquidation  trustee,
agent or other  person  making such  payment or  distribution,  delivered to the
Trustee or to the holders of the  Debentures,  for the purposes of  ascertaining
the persons  entitled to  participate in such  distribution,  the holders of the
Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Fourteen.

                  SECTION 14.05.   Each  holder  of  a  Debenture  by acceptance
thereof  authorizes  and directs  the Trustee in his,  her or its behalf to take
such action as may be necessary or appropriate  to effectuate the  subordination
provided in this Article Fourteen and appoints the Trustee his  attorney-in-fact
for any and all such purposes.

                  SECTION  14.06.   The   Company  shall   give  prompt  written
notice to a Responsible  Officer of the Trustee of any fact known to the Company
which would prohibit the making of any payment of monies to or by the Trustee or
paying agent in respect of the  Debentures  pursuant to the  provisions  of this
Article Fourteen. Notwithstanding the provisions of this Article Fourteen or any
other  provision  of this  Indenture,  the  Trustee  shall not be  charged  with
knowledge of the  existence of any facts which would  prohibit the making of any
payment  of  monies  to or by the  Trustee  or paying  agent in  respect  of the
Debentures pursuant to the provisions of this Article Fourteen, unless and until
a Responsible  Officer of the Trustee shall have received written notice thereof
at the  Corporate  Trust  Office of the Trustee  from the Company or a holder or
holders of Senior  Indebtedness  or from any  trustee  therefor;  and before the
receipt of any such written  notice,  the Trustee,  subject to the provisions of
Section  7.01,  shall be entitled  in all  respects to assume that no such facts
exist;  provided that if the Trustee shall not have received the notice provided
for in this  Section  14.06 at least two  Business  Days  prior to the date upon
which  by the  terms  hereof  any  money  may  become  payable  for any  purpose
(including,  without limitation, the payment of the principal of (or premium, if
any) or interest on any  Debenture),  then,  anything  herein  contained  to the
contrary  notwithstanding,  the Trustee  shall have full power and  authority to
receive  such  money and to apply the same to the  purposes  for which they were
received,  and shall not be affected by any notice to the contrary  which may be
received by it within two Business Days prior to such date.

                  The Trustee,  subject to the provisions of Section 7.01, shall
be  entitled  to rely on the  delivery  to it of a  written  notice  by a person
representing  himself  to be a holder of Senior  Indebtedness  (or a trustee  on
behalf of such holder) to establish  that such notice has been given by a holder
of Senior  Indebtedness or a trustee on behalf of any such holder or holders. In
the event that the Trustee  determines  in good faith that  further  evidence is
required  with  respect  to the  right  of any  person  as a  holder  of  Senior
Indebtedness  to  participate  in any payment or  distribution  pursuant to this
Article Fourteen, the Trustee may request such person to furnish evidence to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such person,  the extent to which such person is entitled to participate
in such payment or  distribution  and any other facts pertinent to the rights of
such person under this Article  Fourteen,  and if such evidence is not furnished
the Trustee may defer any payment to such person pending judicial  determination
as to the right of such person to receive such payment.

                  SECTION 14.07. The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article  Fourteen in respect of any
Senior  Indebtedness  at any time  held by it,  to the same  extent as any other
holder of Senior  Indebtedness,  and nothing in this Indenture shall deprive the
Trustee or any Authenticating Agent of any of its rights as such holder.

                  With  respect  to the  holders  of  Senior  Indebtedness,  the
Trustee  undertakes  to  perform or to observe  only such of its  covenants  and
obligations  as are  specifically  set forth in this  Article  Fourteen,  and no
implied  covenants  or  obligations  with  respect  to  the  holders  of  Senior
Indebtedness shall be read into this Indenture against the Trustee.  The Trustee
shall  not be  deemed  to owe  any  fiduciary  duty  to the  holders  of  Senior
Indebtedness  and,  subject to the provisions of Section 7.01, the Trustee shall
not be liable  to any  holder  of  Senior  Indebtedness  if it shall pay over or
deliver to holders  of  Debentures,  the  Company or any other  person  money or
assets to which any holder of Senior Indebtedness shall be entitled by virtue of
this Article Fourteen or otherwise.

                  SECTION  14.08.  No right of any  present or future  holder of
any Senior Indebtedness to enforce subordination as herein provided shall at any
time in any way be  prejudiced  or  impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith,  by any such
holder,  or by any  noncompliance by the Company with the terms,  provisions and
covenants of this Indenture,  regardless of any knowledge thereof which any such
holder may have or otherwise be charged with.

                  Without in any way limiting the  generality  of the  foregoing
paragraph,  the holders of Senior Indebtedness may, at any time and from time to
time,  without  the  consent of or notice to the  Trustee or the  holders of the
Debentures,  without  incurring  responsibility to the holders of the Debentures
and without impairing or releasing the subordination provided in this Article or
the  obligations  hereunder of the holders of the  Debentures  to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment  or extend the time of payment  of, or renew or alter,
Senior  Indebtedness,  or otherwise  amend or  supplement  in any manner  Senior
Indebtedness or any instrument  evidencing the same or any agreement under which
Senior Indebtedness is outstanding;  (ii) sell,  exchange,  release or otherwise
deal  with  any  property  pledged,   mortgaged  or  otherwise  securing  Senior
Indebtedness;  (iii) release any person liable in any manner for the  collection
of Senior Indebtedness;  and (iv) exercise or refrain from exercising any rights
against the Company and any other person.

                  The Bank of New York, as Trustee, hereby accepts the trusts in
this Indenture declared and provided,  upon the terms and conditions hereinabove
set forth.


<PAGE>


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


                                 CENTRAL POWER AND LIGHT COMPANY



                                 By:
                                    Wendy G. Hargus, Treasurer


Attest:


By:
   Brenda Snider, Secretary



                                        THE BANK OF NEW YORK
                                              as Trustee


                                      By:
                                         Its:

Attest:


By:
   Its:



<PAGE>






STATE OF                            )
                                    ) ss.
COUNTY OF                           )

                  On May 14, 1997 before me personally appeared Wendy G. Hargus,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the person whose name is subscribed to the within instrument and acknowledged
to me that she executed  the same in her  authorized  capacity,  and that by her
signature on the instrument  the person,  or the entity upon behalf of which the
person acted, executed the instrument.

         Witness my hand and official seal.


                                     ------------------------------
                                     Signature of Notary Public
                                     My Commission Expires:


<PAGE>



STATE OF                            )
                                    ) ss.
COUNTY OF                           )

                  On this day of before me personally  appeared  proved to me on
the basis of satisfactory  evidence to be the person whose name is subscribed to
the within  instrument and  acknowledged  to me that he executed the same in his
authorized  capacity and that by his signature on the instrument the person,  or
the entity upon behalf of which the person acted, executed the instrument.

         Witness my hand and official seal.



                                    ---------------------------
                                    Signature of Notary Public
                                    My Commission Expires: