AMENDED AND RESTATED


                                 TRUST AGREEMENT


                                      among


                 CENTRAL POWER AND LIGHT COMPANY, as Depositor,


                   THE BANK OF NEW YORK, as Property Trustee,

              THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee,


                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                             Dated as of May 1, 1997




                                  CPL CAPITAL I







<PAGE>








                                TABLE OF CONTENTS


                                                                        Page

        ARTICLE I

                                  Defined Terms

        Section 101.   Definitions......................................  2

        ARTICLE II

                           Establishment of the Trust

        Section 201.   Name............................................. 11
        Section 202.   Office of the Delaware Trustee; Principal 
                       Place of Business................................ 11
        Section 203.   Initial Contribution of Trust Property; 
                       Organizational Expenses.......................... 11
        Section 204.   Issuance of the Preferred Securities............. 12
        Section 205.   Issuance of the Common Securities; Subscription
                       and Purchase of Debentures....................... 12
        Section 206.   Declaration of Trust............................. 12
        Section 207.   Authorization to Enter into Certain Transactions. 13
        Section 208.   Assets of Trust.................................. 17
        Section 209.   Title to Trust Property.......................... 17

        ARTICLE III

                                 Payment Account

        Section 301.   Payment Account.................................. 17

        ARTICLE IV

                            Distributions; Redemption

        Section 401.   Distributions.................................... 17
        Section 402.   Redemption....................................... 18
        Section 403.   Subordination of Common Securities............... 20
        Section 404.   Payment Procedures............................... 21
        Section 405.   Tax Returns and Reports.......................... 21
        Section 406.   Payment of Taxes, Duties, Etc. of the Trust...... 22

        ARTICLE V

                          Trust Securities Certificates

        Section 501.   Initial Ownership................................ 22
        Section 502.   The Trust Securities Certificates................ 22
        Section 503.   Execution and Delivery of Trust Securities 
                       Certificates..................................... 22
        Section 505.   Mutilated, Destroyed, Lost or Stolen Trust 
                       Securities Certificates.......................... 24
        Section 506.   Persons Deemed Securityholders................... 24
        Section 507.   Access to List of Securityholders' Names and 
                       Addresses........................................ 24
        Section 508.   Maintenance of Office or Agency.................. 25
        Section 509.   Appointment of Paying Agent...................... 25
        Section 510.   Ownership of Common Securities by Depositor...... 26
        Section 511.   Book-Entry Preferred Securities Certificates;
                       Common Securities Certificate.................... 26
        Section 512.   Notices to Clearing Agency....................... 27
        Section 513.   Definitive Preferred Securities Certificates..... 27
        Section 514.   Rights of Securityholders........................ 28

        ARTICLE VI

                    Acts of Securityholders; Meetings; Voting

        Section 601.   Limitations on Voting Rights..................... 29
        Section 602.   Notice of Meetings............................... 30
        Section 603.   Meetings of Preferred Securityholders............ 30
        Section 604.   Voting Rights.................................... 31
        Section 605.   Proxies, etc..................................... 31
        Section 606.   Securityholder Action by Written Consent......... 31
        Section 607.   Record Date for Voting and Other Purposes........ 32
        Section 608.   Acts of Securityholders.......................... 32
        Section 609.   Inspection of Records............................ 33

        ARTICLE VII

                         Representations and Warranties

        Section 701.   Representations and Warranties of the Bank and 
                       the Property Trustee............................. 33
        Section 702.   Representations and Warranties of the Delaware 
                       Bank and the Delaware Trustee.................... 34
        Section 703.   Representations and Warranties of Depositor...... 35

        ARTICLE VIII

                                  The Trustees

        Section 801.   Certain Duties and Responsibilities.............. 36
        Section 802.   Certain Notices.................................. 38
        Section 803.   Certain Rights of Property Trustee............... 38
        Section 804.   Not Responsible for Recitals or Issuance of 
                       Securities....................................... 40
        Section 805.   May Hold Securities.............................. 40
        Section 806.   Compensation; Indemnity; Fees.................... 40
        Section 807.   Corporate Property Trustee Required; Eligibility
                       of Trustees...................................... 41
        Section 808.   Conflicting Interests............................ 42
        Section 809.   Co-Trustees and Separate Trustee................. 42
        Section 810.   Resignation and Removal; Appointment of 
                       Successor........................................ 43
        Section 811.   Acceptance of Appointment by Successor........... 45
        Section 812.   Merger, Conversion, Consolidation or Succession
                       to Business...................................... 45
        Section 813.   Preferential Collection of Claims Against 
                       Depositor or Trust............................... 46
        Section 814.   Reports by Property Trustee...................... 46
        Section 815.   Reports to the Property Trustee.................. 46
        Section 816.   Evidence of Compliance with Conditions Precedent. 47
        Section 817.   Number of Trustees............................... 47
        Section 818.   Delegation of Power.............................. 47
        Section 819.   Voting........................................... 48

        ARTICLE IX

                       Termination, Liquidation and Merger

        Section 901.   Termination Upon Expiration Date................. 48
        Section 902.   Early Termination................................ 48
        Section 903.   Termination...................................... 48
        Section 904.   Liquidation...................................... 49
        Section 905.   Mergers, Consolidations, Amalgamations or
                       Replacements of the Trust........................ 50

        ARTICLE X

                            Miscellaneous Provisions

        Section 1001.  Limitation of Rights of Securityholders.......... 51
        Section 1002.  Amendment........................................ 52
        Section 1003.  Separability..................................... 53
        Section 1004.  Governing Law.................................... 53
        Section 1005.  Payments Due on Non-Business Day................. 53
        Section 1006.  Successors....................................... 53
        Section 1007.  Headings......................................... 54
        Section 1008.  Reports, Notices and Demands..................... 54
        Section 1009.  Agreement Not to Petition........................ 54
        Section 1010.  Trust Indenture Act; Conflict with Trust 
                       Indenture Act.................................... 55
        Section 1011.  Acceptance of Terms of Trust Agreement, 
                       Guarantee and Indenture.......................... 55
        Section 1012.  Counterparts..................................... 56


Exhibit A      Certificate of Trust
Exhibit B      Form of Certificate Depository Agreement
Exhibit C      Form of Common Securities Certificate
Exhibit D      Form of Expense Agreement
Exhibit E      Form of Preferred Securities


<PAGE>


                                  CPL CAPITAL I


              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

 Trust Indenture                                             Trust Agreement
   Act Section                                                   Section

ss.     310    (a)(1)...........................................  807
               (a)(2)...........................................  807
               (a)(3)...........................................  809
               (a)(4)...........................................  207(a)(ii)
               (b)..............................................  808
ss.     311    (a)..............................................  813
               (b)..............................................  813
ss.     312    (a)..............................................  507
               (b)..............................................  507
               (c)..............................................  507
ss.     313    (a)..............................................  814(a)
               (a)(4)...........................................  814(b)
               (b)..............................................  814(b)
               (c)..............................................  1008
               (d)..............................................  814(c)
ss.     314    (a)..............................................  815
               (b)..............................................  Not Applicable
               (c)(1)...........................................  816
               (c)(2)...........................................  816
               (c)(3)...........................................  Not Applicable
               (d)..............................................  Not Applicable
               (e)..............................................  101, 816
ss.     315    (a)..............................................  801(a), 803(a)
               (b)..............................................  802, 1008
               (c)..............................................  801(a)
               (d)..............................................  801, 803
               (e)..............................................  Not Applicable
ss.     316    (a)..............................................  Not Applicable
               (a)(1)(A)........................................  Not Applicable
               (a)(1)(B)........................................  Not Applicable
               (a)(2)...........................................  Not Applicable
               (b)..............................................  Not Applicable
               (c)..............................................  607
ss.     317    (a)(1)...........................................  Not Applicable
               (a)(2)...........................................  Not Applicable
               (b)..............................................  509
ss.     318    (a)..............................................  1010

        Note:  This reconciliation and tie sheet shall not, for any purpose, be
deemed to be a part of the Trust Agreement.


<PAGE>



               AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 1, 1997,
among (i) Central Power and Light Company, a Texas corporation (including any
successors or assigns, the "Depositor"), (ii) The Bank of New York, a New York
banking corporation duly organized and existing under the laws of the State of
New York, as property trustee (the "Property Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) The Bank of New York (Delaware), a Delaware banking corporation duly
organized and existing under the laws of the State of Delaware, as Delaware
trustee (the "Delaware Trustee," and, in its separate corporate capacity and not
in its capacity as Delaware Trustee, the "Delaware Bank") (iv) Wendy G. Hargus,
an individual, and R. Russell Davis, an individual, each of whose address is c/o
Central Power and Light Company (each an "Administrative Trustee" and
collectively the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.

                              W I T N E S S E T H:

               WHEREAS, the Depositor, the Property Trustee, the Delaware
Trustee, and Wendy G. Hargus, as Administrative Trustee (the "Prior
Administrative Trustee") have heretofore duly declared and established a
business trust pursuant to the Delaware Business Trust Act by the entering into
of that certain Trust Agreement, dated as of January 23, 1997 (the "Original
Trust Agreement"), and by the execution and filing by the Delaware Trustee, the
Property Trustee and the Prior Administrative Trustee with the Secretary of
State of the State of Delaware of the Certificate of Trust, filed on January 24,
1997, the form of which is attached as Exhibit A; and

               WHEREAS, the Depositor, the Delaware Trustee, the Property
Trustee and the Prior Administrative Trustee desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Preferred Securities by the
Trust pursuant to the Underwriting Agreement, (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Debentures and
(iv) the appointment of an additional Administrative Trustee;

               NOW THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, each party, for the benefit of the other
parties and for the benefit of the Securityholders, hereby amends and restates
the Original Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

     Section 101.   DEFINITIONS.

               For all purposes of this Trust Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

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

               (b) all other terms used herein that are defined in the Trust
        Indenture Act, either directly or by reference therein, have the
        meanings assigned to them therein;

               (c) unless the context otherwise requires, any reference to an 
        "Article" or a "Section" refers to an Article or a Section, as the case
        may be, of this Trust Agreement; and

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

               "ACT" has the meaning specified in Section 608.

               "ADDITIONAL AMOUNT" means, with respect to Trust Securities of a
given Liquidation Amount and/or a given period, the amount of additional
interest accrued on interest in arrears and paid by the Depositor on a Like
Amount of Debentures for such period.

               "ADDITIONAL SUMS" has the meaning specified in Section 5.05 of 
the First Supplemental Indenture.

               "ADMINISTRATIVE TRUSTEE" means each of Wendy G. Hargus and R.
Russell Davis, solely in his capacity as Administrative Trustee of the Trust
formed and continued hereunder and not in his individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

               "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

               "BANK" has the meaning specified in the preamble to this Trust 
Agreement.

               "BANKRUPTCY EVENT" means, with respect to any Person:

               (a) the entry of a decree or order by a court having jurisdiction
        in the premises adjudging such Person a bankrupt or insolvent, or
        approving as properly filed a petition seeking liquidation or
        reorganization of or in respect of such Person under the United States
        Bankruptcy Code or any other similar applicable Federal or State law,
        and the continuance of any such decree or order unvacated and unstayed
        for a period of 90 days; or the commencement of an involuntary case
        under the Federal Bankruptcy Code in respect of such Person, which shall
        continue undismissed for a period of 90 days or entry of an order for
        relief in such case; or the entry of a decree or order of a court having
        jurisdiction in the premises for the appointment on the ground of
        insolvency or bankruptcy of a receiver, custodian, liquidator, trustee
        or assignee in bankruptcy or insolvency of such Person 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

               (b) the institution by such Person of proceedings to be
        adjudicated a voluntary bankrupt, or the consent by such Person to the
        filing of a bankruptcy proceeding against it, or the filing by such
        Person of a petition or answer or consent seeking liquidation or
        reorganization under the Federal Bankruptcy Code or other similar
        applicable Federal or State law, or the consent by such Person to the
        filing of any such petition or 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 such Person or of its
        property, or shall make a general assignment for the benefit of
        creditors.

               "BANKRUPTCY LAWS" has the meaning specified in Section 1009.

               "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors, or such committee of the Board of
Directors or officers of the Depositor to which authority to act on behalf of
the Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, and delivered to the appropriate Trustee.

               "BOOK ENTRY PREFERRED SECURITIES CERTIFICATES" means certificates
representing Preferred Securities issued in global, fully registered form to the
Clearing Agency as described in Section 511.

               "BUSINESS DAY" means a day other than (a) a Saturday or Sunday,
(b) a day on which banking institutions in The City of New York are authorized
or required by law or executive order to remain closed, or (c) a day on which
the Property Trustee's Corporate Trust Office or the Corporate Trust Office of
the Debenture Trustee is closed for business.

               "CERTIFICATE DEPOSITORY AGREEMENT" means the agreement among the
Trust, the Depositor and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, relating to the Trust Securities
Certificates, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.

               "CERTIFICATE OF TRUST" means the certificate of trust filed with
the Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.

               "CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Depository Trust
Company will be the initial Clearing Agency.

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

               "CLOSING DATE" means the date of execution and delivery of this 
Trust Agreement.

               "CODE" means the Internal Revenue Code of 1986, as amended.

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

               "COMMON SECURITY" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $25 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

               "COMMON SECURITIES CERTIFICATE" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit C.

               "CORPORATE TRUST OFFICE" means the principal corporate trust
office of the Property Trustee or Debenture Trustee, as the case may be, at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Amended and Restated
Trust Agreement is located at 101 Barclay Street, 21W, New York, New York 10286.

               "DEBENTURE EVENT OF DEFAULT" means an "Event of Default" as 
defined in the Indenture.

               "DEBENTURE REDEMPTION DATE" means, with respect to any Debentures
to be redeemed under the Indenture, the date fixed for redemption under the
Indenture.

               "DEBENTURE TAX EVENT" means a "Tax Event" as defined in the 
Indenture.

               "DEBENTURE TRUSTEE" means The Bank of New York, a New York
banking corporation organized under the laws of the State of New York and any
successor thereto, as trustee under the Indenture.

               "DEBENTURES" means the $154,639,200 aggregate principal amount of
the Depositor's 8.00% Junior Subordinated Deferrable Interest Debentures, Series
A, issued pursuant to the Indenture.

               "DEFINITIVE PREFERRED SECURITIES CERTIFICATES" means either or
both (as the context requires) of (a) Preferred Securities Certificates issued
as Book-Entry Preferred Securities Certificates as provided in Section 511(a)
and (b) Preferred Securities Certificates issued in certificated, fully
registered form as provided in Section 513.

               "DELAWARE BANK" has the meaning specified in the preamble to this
Trust Agreement.

               "DELAWARE BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. (ss.) 3801, ET SEQ., as it may be amended from time to
time.

               "DELAWARE TRUSTEE" means the commercial bank or trust company
identified as the "Delaware Trustee" in the preamble to this Trust Agreement
solely in its capacity as Delaware Trustee of the Trust formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor trustee appointed as herein provided.

               "DEPOSITOR" has the meaning specified in the preamble to this 
Trust Agreement.

               "DISTRIBUTION DATE" has the meaning specified in Section 401(a).

               "DISTRIBUTIONS" means amounts payable in respect of the Trust
Securities as provided in Section 401.

               "EVENT OF DEFAULT" means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

               (a)     the occurrence of a Debenture Event of Default; or

               (b)     default by the Trust in the payment of any Distribution 
        when it becomes due and payable, and continuation of such default for a
        period of 30 days; or

               (c)     default by the Trust in the payment of any Redemption 
        Price of any Trust Security when it becomes due and payable; or

               (d) default in the performance, or breach, in any material
        respect, of any covenant or warranty of the Trustees in this Trust
        Agreement (other than a covenant or warranty a default in the
        performance of which or the breach of which is dealt with in clause (b)
        or (c), above) and continuation of such default or breach for a period
        of 60 days after there has been given, by registered or certified mail,
        to the defaulting Trustee or Trustees by the Holders of at least 33% in
        aggregate liquidation preference of the Outstanding Preferred Securities
        a written notice specifying such default or breach and requiring it to
        be remedied and stating that such notice is a "Notice of Default"
        hereunder; or

               (e) the occurrence of a Bankruptcy Event with respect to the
        Property Trustee and the failure by the Depositor to appoint a successor
        Property Trustee within 60 days thereof.

               "EXCHANGE ACT" means the Securities Exchange Act of 1934, as 
amended.

               "EXPENSE AGREEMENT" means the Agreement as to Expenses and
Liabilities between the Depositor and the Trust, substantially in the form
attached as Exhibit D, as amended from time to time.

               "EXPIRATION DATE" has the meaning specified in Section 901.

               "EXTENSION PERIOD" has the meaning specified in Section 4.01 of 
the First Supplemental Indenture.

               "FIRST SUPPLEMENTAL INDENTURE" means the First Supplemental
Indenture dated as of May 1, 1997 between the Depositor and the Debenture
Trustee, as Trustee.

               "GLOBAL DEBENTURE" has the meaning specified in the Indenture.

               "GUARANTEE" means the Guarantee Agreement executed and delivered
by the Depositor and The Bank of New York, as trustee, contemporaneously with
the execution and delivery of this Trust Agreement, for the benefit of the
holders of the Preferred Securities, as amended from time to time.

               "INDENTURE" means the Indenture, dated as of May 1, 1997, as
supplemented by the First Supplemental Indenture, between the Depositor and the
Debenture Trustee, as trustee, as amended or supplemented from time to time.

               "INVESTMENT COMPANY EVENT" means the receipt by the Trust of an
Opinion of Counsel, rendered by a law firm having a recognized national tax and
securities law practice, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), the Trust is or will be considered an
"investment company" that is required to be registered under the 1940 Act, which
Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Preferred Securities under this Trust Agreement.

               "LIEN" means any lien, pledge, charge, encumbrance, mortgage,
deed of trust, adverse ownership interest, hypothecation, assignment, security
interest or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever.

               "LIKE AMOUNT" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture and the proceeds of which will be used to pay the Redemption Price of
such Trust Securities and (b) with respect to a distribution of Debentures to
Holders of Trust Securities in connection with a termination or liquidation of
the Trust, Debentures having a principal amount equal to the Liquidation Amount
of the Trust Securities of the Holder to whom such Debentures are distributed.

               "LIQUIDATION AMOUNT" means the stated amount of $25 per Trust 
Security.

               "LIQUIDATION DATE" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 904(a).

               "LIQUIDATION DISTRIBUTION" has the meaning specified in Section 
904(d).

               "1940 ACT" means the Investment Company Act of 1940, as amended.

               "OFFICER'S CERTIFICATE" means a certificate signed by the
President, a General Manager, the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of
the Depositor, and delivered to the appropriate Trustee. The officer signing an
Officer's Certificate given pursuant to Section 816 shall be the principal
executive, financial or accounting officer of the Depositor. Any Officer's
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include:

               (a)     a statement that the officer signing the Officer's 
        Certificate has read the covenant or condition and the definitions 
        relating thereto;

               (b)     a brief statement of the nature and scope of the 
        examination or investigation undertaken by the officer in rendering the
        Officer's Certificate;

               (c) a statement that the officer has made such examination or
        investigation as, in such officer's opinion, is necessary to enable such
        officer to express an informed opinion as to whether or not such
        covenant or condition has been complied with; and

               (d)     a statement as to whether, in the opinion of the officer,
        such condition or covenant has been complied with.

               "OPINION OF COUNSEL" means a written opinion of counsel, who may
be counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Depositor, but not an employee of any thereof, and who shall be reasonably
acceptable to the Property Trustee.

               "ORIGINAL TRUST AGREEMENT" has the meaning specified in the 
recitals to this Trust Agreement.

               "OUTSTANDING", when used with respect to Preferred Securities,
means, as of the date of determination, all Preferred Securities theretofore
executed and delivered under this Trust Agreement, EXCEPT:

               (a)     Preferred Securities theretofore canceled by the Property
Trustee or delivered to the Property Trustee for cancellation;

               (b) Preferred Securities for whose payment or redemption money in
        the necessary amount has been theretofore deposited with the Property
        Trustee or any Paying Agent for the Holders of such Preferred
        Securities; PROVIDED that, if such Preferred Securities are to be
        redeemed, notice of such redemption has been duly given pursuant to this
        Trust Agreement; and

               (c) Preferred Securities which have been paid or in exchange for
        or in lieu of which other Preferred Securities have been executed and
        delivered pursuant to Sections 504, 505, 511 and 513;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that such Trustee knows to be so owned shall
be so disregarded and (b) the foregoing shall not apply at any time when all of
the outstanding Preferred Securities are owned by the Depositor, one or more of
the Trustees and/or any such Affiliate. Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.

               "OWNER" means each Person who is the beneficial owner of a Book
Entry Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as
reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing
Agency).

               "PAYING AGENT" means any paying agent or co-paying agent
appointed pursuant to Section 509 and shall initially be the Bank.

               "PAYMENT ACCOUNT" means a segregated non-interest-bearing
corporate trust account maintained by the Property Trustee with the Bank in its
trust department for the benefit of the Securityholders in which all amounts
paid in respect of the Debentures will be held and from which the Property
Trustee shall make payments to the Securityholders in accordance with Sections
401 and 402.

               "PERSON" means any individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

               "PREFERRED SECURITY" means an undivided beneficial interest in
the assets of the Trust, having a Liquidation Amount of $25 and having the
rights provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

               "PREFERRED SECURITIES CERTIFICATE" means a certificate evidencing
that a Person is a Holder of Preferred Securities, substantially in the form
attached as Exhibit E.

               "PROPERTY TRUSTEE" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust heretofore formed and
continued hereunder and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

               "REDEMPTION DATE" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; PROVIDED that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

               "REDEMPTION PRICE" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities.

               "RELEVANT TRUSTEE" shall have the meaning specified in Section 
810.

               "SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the
respective meanings specified in Section 504.

               "SECURITYHOLDER" or "HOLDER" means a Person in whose name a Trust
Security or Trust Securities is registered in the Securities Register; any such
Person is a beneficial owner within the meaning of the Delaware Business Trust
Act. If such Person is the Clearing Agency or its nominee, this shall not
prevent the Owners from having an undivided beneficial interest in the assets of
the Trust.

               "TAX EVENT" means the receipt by the Trust of an Opinion of
Counsel, rendered by a law firm having a recognized national tax and securities
practice, to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States, or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities under this Trust Agreement, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days after the date of such Opinion
of Counsel, subject to United States federal income tax with respect to income
received or accrued on the Debentures, (ii) interest payable by the Depositor on
the Debentures is not, or within 90 days after the date of such Opinion of
Counsel, will not be, deductible by the Depositor, in whole or in part, for
United States federal income tax purposes or (iii) the Trust is, or will be
within 90 days after the date of such Opinion of Counsel, subject to more than a
de minimis amount of other taxes, duties, assessments or other governmental
charges.

               "TRUST" means the Delaware business trust created and continued
hereby and identified on the cover page to this Trust Agreement.

               "TRUST AGREEMENT" means this Amended and Restated Trust
Agreement, as the same may be modified, amended or supplemented in accordance
with the applicable provisions hereof, including all exhibits hereto, including,
for all purposes of this Trust Agreement and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Trust Agreement and any such modification, amendment or
supplement, respectively.

               "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed;
PROVIDED, HOWEVER, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

               "TRUST PROPERTY" means (a) the Debentures, (b) the rights of the
Property Trustee under the Guarantee, (c) any cash on deposit in, or owing to,
the Payment Account and (d) all proceeds and rights in respect of the foregoing
and any other property and assets for the time being held or deemed to be held
by the Property Trustee pursuant to the trusts of this Trust Agreement.

               "TRUST SECURITY" means any one of the Common Securities or the 
Preferred Securities.

               "TRUST SECURITIES CERTIFICATE" means any one of the Common
Securities Certificates or the Preferred Securities Certificates.

               "TRUSTEES" means, collectively, the Property Trustee, the 
Delaware Trustee and the Administrative Trustees.

               "UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated
as of May 8, 1997, among the Trust, the Depositor and the Underwriters named
therein.


                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

               Section 201.   NAME.

               The Trust created and continued hereby shall be known as "CPL
Capital I," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

               Section 202. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF 
                            BUSINESS.

               The address of the Delaware Trustee in the State of Delaware is
c/o The Bank of New York (Delaware), 23 White Clay Center, Newark, Delaware
19711, Attention: Corporate Trust Administration, or such other address in the
State of Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal executive office of the Trust
is c/o Central Power and Light Company, 539 North Carancahua Street, Corpus
Christi, Texas 78401-2802.

               Section 203. INITIAL CONTRIBUTION OF TRUST PROPERTY; 
                            ORGANIZATIONAL EXPENSES.

               The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

               Section 204. ISSUANCE OF THE PREFERRED SECURITIES.

               On April 30, 1997 the Depositor, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver in accordance with the
Underwriting Agreement Preferred Securities Certificates, registered in the name
of the nominee of the initial Clearing Agency, in an aggregate amount of
6,000,000 Preferred Securities having an aggregate Liquidation Amount of
$150,000,000, against receipt of the aggregate purchase price of such Preferred
Securities of $150,000,000, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee.

               Section 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION
                            AND PURCHASE OF DEBENTURES.

               Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 502 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
185,568 Common Securities having an aggregate Liquidation Amount of $4,639,200
against payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to
$154,639,200, and, in satisfaction of the purchase price for such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
sum of $154,639,200.

               Section 206. DECLARATION OF TRUST.

               The exclusive purposes and functions of the Trust are (a) to
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Debentures, and (b) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it will hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Business Trust Act.

               Section 207. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

               (a) The Trustees shall conduct the affairs of the Trust in
        accordance with the terms of this Trust Agreement. Subject to the
        limitations set forth in paragraph (b) of this Section and Article VIII,
        and in accordance with the following provisions (i) and (ii), the
        Administrative Trustees shall have the authority to enter into all
        transactions and agreements determined by the Administrative Trustees to
        be appropriate in exercising the authority, express or implied,
        otherwise granted to the Administrative Trustees under this Trust
        Agreement, and to perform all acts in furtherance thereof, including
        without limitation, the following:

                       (i) As among the Trustees, each Administrative Trustee,
               acting singly or jointly, shall have the power and authority to
               act on behalf of the Trust with respect to the following matters:

                              (A) the issuance and sale of the Trust Securities;

                              (B) to cause the Trust to enter into, and to
                       execute, deliver and perform on behalf of the Trust, the
                       Expense Agreement and the Certificate Depository
                       Agreement and such other agreements or documents as may
                       be necessary or desirable in connection with the purposes
                       and function of the Trust;

                              (C) assisting in the registration of the Preferred
                       Securities under the Securities Act of 1933, as amended,
                       and under state securities or blue sky laws, and the
                       qualification of this Trust Agreement as a trust
                       indenture under the Trust Indenture Act;

                              (D) assisting in the listing of the Preferred
                       Securities upon such securities exchange or exchanges as
                       shall be determined by the Depositor and the registration
                       of the Preferred Securities under the Securities Exchange
                       Act of 1934, as amended, and the preparation and filing
                       of all periodic and other reports and other documents
                       pursuant to the foregoing;

                              (E) the sending of notices (other than notices of
                       default) and other information regarding the Trust
                       Securities and the Debentures to the Securityholders in
                       accordance with this Trust Agreement;

                              (F) the appointment of a Paying Agent, 
                       authenticating agent and Securities Registrar in 
                       accordance with this Trust Agreement;

                              (G) to the extent provided in this Trust
                       Agreement, the winding up of the affairs of and
                       liquidation of the Trust and the preparation, execution
                       and filing of the certificate of cancellation with the
                       Secretary of State of the State of Delaware;

                              (H) to take all action that may be necessary or
                       appropriate for the preservation and the continuation of
                       the Trust's valid existence, rights, franchises and
                       privileges as a statutory business trust under the laws
                       of the State of Delaware and of each other jurisdiction
                       in which such existence is necessary to protect the
                       limited liability of the Holders of the Preferred
                       Securities or to enable the Trust to effect the purposes
                       for which the Trust was created; and

                              (I) the taking of any action incidental to the
                       foregoing as the Administrative Trustees may from time to
                       time determine is necessary or advisable to give effect
                       to the terms of this Trust Agreement for the benefit of
                       the Securityholders (without consideration of the effect
                       of any such action on any particular Securityholder).

                       (ii) As among the Trustees, the Property Trustee shall
               have the power, duty and authority to act on behalf of the Trust
               with respect to the following matters:

                              (A)     the establishment of the Payment Account;

                              (B)     the receipt of the Debentures;

                              (C)     the collection of interest, principal and
                       any other payments made in respect of the Debentures in 
                       the Payment Account;

                              (D)     the distribution of amounts owed to the 
                       Securityholders in respect of the Trust Securities in 
                       accordance with the terms of this Trust Agreement;

                              (E)     the exercise of all of the rights, powers
                       and privileges of a holder of the Debentures;

                              (F) the sending of notices of default and other
                       information regarding the Trust Securities and the
                       Debentures to the Securityholders in accordance with this
                       Trust Agreement;

                              (G)     the distribution of the Trust Property in
                       accordance with the terms of this Trust Agreement;

                              (H)     to the extent provided in this Trust 
                       Agreement, the winding up of the affairs of and 
                       liquidation of the Trust;

                              (I) after an Event of Default, the taking of any
                       action incidental to the foregoing as the Property
                       Trustee may from time to time determine is necessary or
                       advisable to give effect to the terms of this Trust
                       Agreement and protect and conserve the Trust Property for
                       the benefit of the Securityholders (without consideration
                       of the effect of any such action on any particular
                       Securityholder);

                              (J)     registering transfers of the Trust 
                       Securities in accordance with this Trust Agreement; and

                              (K) except as otherwise provided in this Section
                       207(a)(ii), the Property Trustee shall have none of the
                       duties, liabilities, powers or the authority of the
                       Administrative Trustees set forth in Section 207(a)(i).

                       (b) So long as this Trust Agreement remains in effect,
               the Trust (or the Trustees acting on behalf of the Trust) shall
               not undertake any business, activities or transaction except as
               expressly provided herein or contemplated hereby. In particular,
               the Trustees shall not (i) acquire any investments or engage in
               any activities not authorized by this Trust Agreement, (ii) sell,
               assign, transfer, exchange, mortgage, pledge, set-off or
               otherwise dispose of any of the Trust Property or interests
               therein, including to Securityholders, except as expressly
               provided herein, (iii) take any action that would cause the Trust
               to fail or cease to qualify as a "grantor trust" for United
               States federal income tax purposes, (iv) incur any indebtedness
               for borrowed money or issue any other debt or (v) take or consent
               to any action that would result in the placement of a Lien on any
               of the Trust Property. The Administrative Trustees shall defend
               all claims and demands of all Persons at any time claiming any
               Lien on any of the Trust Property adverse to the interest of the
               Trust or the Securityholders in their capacity as
               Securityholders.

                       (c) In connection with the issue and sale of the
               Preferred Securities, the Depositor shall have the right and
               responsibility to assist the Trust with respect to, or effect on
               behalf of the Trust, the following (and any actions taken by the
               Depositor in furtherance of the following prior to the date of
               this Trust Agreement are hereby ratified and confirmed in all
               respects):

                              (i) the preparation and filing by the Trust with
                       the Commission and the execution on behalf of the Trust
                       of a registration statement on the appropriate form in
                       relation to, among other securities, the Preferred
                       Securities and the Debentures, including any amendments
                       thereto;

                              (ii) the determination of the states in which to
                       take appropriate action to qualify or register for sale
                       all or part of the Preferred Securities, the Debentures
                       and the Guarantee and to do any and all such acts, other
                       than actions which must be taken by or on behalf of the
                       Trust, and advise the Trustees of actions they must take
                       on behalf of the Trust, and prepare for execution and
                       filing any documents to be executed and filed by the
                       Trust or on behalf of the Trust, as the Depositor deems
                       necessary or advisable in order to comply with the
                       applicable laws of any such States;

                              (iii) the preparation for filing by the Trust and
                       execution on behalf of the Trust of an application to the
                       New York Stock Exchange or any other national stock
                       exchange or other organizations for listing upon notice
                       of issuance of any Preferred Securities or Debentures, if
                       applicable, and to file or cause an Administrative
                       Trustee to file thereafter with such exchange or
                       organization such notifications and documents as may be
                       necessary from time to time;

                              (iv) the preparation for filing by the Trust with
                       the Commission and the execution on behalf of the Trust
                       of a registration statement on Form 8-A relating to the
                       registration of the Preferred Securities or Debentures,
                       if applicable, under Section 12(b) or 12(g) of the
                       Exchange Act, including any amendments thereto;

                              (v)     the negotiation of the terms of, and the 
                       execution and delivery of, the Underwriting Agreement 
                       providing for the sale of the Preferred Securities; and

                              (vi)    the taking of any other actions necessary
                       or desirable to carry out any of the foregoing 
                       activities.

                       (d) Notwithstanding anything herein to the contrary, the
               Administrative Trustees are authorized and directed to conduct
               the affairs of the Trust and to operate the Trust so that the
               Trust will not be deemed to be an "investment company" required
               to be registered under the 1940 Act, will be classified as a
               "grantor trust" and not as an association taxable as a
               corporation for United States federal income tax purposes and so
               that the Debentures will be treated as indebtedness of the
               Depositor for United States federal income tax purposes. In this
               connection, subject to Section 1002, the Depositor and the
               Administrative Trustees are authorized to take any action, not
               inconsistent with applicable law or this Trust Agreement, that
               each of the Depositor and the Administrative Trustees determines
               in their discretion to be necessary or desirable for such
               purposes.

               Section 208.   ASSETS OF TRUST.

               The assets of the Trust shall consist of the Trust Property.

               Section 209.   TITLE TO TRUST PROPERTY.

               Legal title to all Trust Property shall be vested at all times in
the Property Trustee (in its capacity as such) and shall be held and
administered by the Property Trustee for the benefit of the Securityholders in
accordance with this Trust Agreement.


                                   ARTICLE III

                                 PAYMENT ACCOUNT

               Section 301.   PAYMENT ACCOUNT.

               (a) On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Securityholders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.

               (b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of or interest on, and any
other payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

               Section 401.   DISTRIBUTIONS.

               (a) Distributions on the Trust Securities shall be cumulative,
and will accumulate whether or not there are funds of the Trust available for
the payment of Distributions. Distributions shall accumulate from May 14, 1997,
and, except during any Extension Period with respect to the Debentures, shall be
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year, commencing on June 30, 1997. If any date on which a Distribution
is otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) with the same force and effect as if made on such date (each date on
which distributions are payable in accordance with this Section 401(a) a
"Distribution Date").

               (b) The Trust Securities represent undivided beneficial interests
in the Trust Property, and, as a practical matter, the Distributions on the
Trust Securities shall be payable at a rate of 8.00% per annum of the
Liquidation Amount of the Trust Securities. The amount of Distributions payable
for any full period shall be computed on the basis of a 360-day year of twelve
30-day months. The amount of Distributions for any partial period shall be
computed on the basis of the number of days elapsed in a 360-day year of twelve
30-day months. During any Extension Period with respect to the Debentures,
Distributions on the Preferred Securities will be deferred for a period equal to
the Extension Period. The amount of Distributions payable for any period shall
include the Additional Amounts, if any.

               (c) Distributions on the Trust Securities shall be made by the
Property Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds then on hand and
immediately available in the Payment Account for the payment of such
Distributions.

               (d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities and, if the Preferred Securities
are in book-entry form and registered to the Clearing Agency or its nominee,
will be paid by the Clearing Agency or its nominee to the Owners thereof, on the
relevant record date, which shall be one Business Day prior to such Distribution
Date; PROVIDED, HOWEVER, that in the event that the Preferred Securities do not
remain in book-entry-only form, the relevant record date shall be the date 15
days prior to the relevant Distribution Date.

               Section 402.   REDEMPTION.

               (a) On each Debenture Redemption Date and on the stated maturity
of the Debentures, the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

               (b) Notice of redemption shall be given by the Property Trustee
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date to each Holder of Trust Securities to be
redeemed, at such Holder's address appearing in the Security Register. The
Trustee shall have no responsibility for the accuracy of any CUSIP number
contained in such notice. All notices of redemption shall state:

                       (i)    the Redemption Date;

                       (ii)   the Redemption Price;

                       (iii)  the CUSIP number;

                       (iv)   if less than all the Outstanding Trust Securities
are to be redeemed, the identification and the total Liquidation Amount of the 
particular Trust Securities to be redeemed; and

                       (v)    that on the Redemption Date the Redemption Price 
will become due and payable upon each such Trust Security to be redeemed and 
that distributions thereon will cease to accumulate on and after said date.

               (c) The Trust Securities redeemed on each Redemption Date shall
be redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Debentures. Redemptions of the Trust Securities shall be made and
the Redemption Price shall be payable on each Redemption Date only to the extent
that the Trust has immediately available funds then on hand and available in the
Payment Account for the payment of such Redemption Price.

               (d) If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 12:00 noon, New York City time, on
the Redemption Date, subject to Section 402(c), the Property Trustee will, so
long as the Preferred Securities are in book-entry-only form, deposit with the
Clearing Agency for the Preferred Securities funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the holders thereof.
If the Preferred Securities are no longer in book-entry-only form, the Property
Trustee, subject to Section 402(c), will deposit with the Paying Agent funds
sufficient to pay the applicable Redemption Price and will give the Paying Agent
irrevocable instructions and authority to pay the Redemption Price to the
Holders thereof upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Register for the
Trust Securities on the relevant record dates for the related Distribution
Dates. If notice of redemption shall have been given and funds deposited as
required, then upon the date of such deposit, all rights of Securityholders
holding Trust Securities so called for redemption will cease, except the right
of such Securityholders to receive the Redemption Price and any Distribution
payable on or prior to the Redemption Date, but without interest, and such
Securities will cease to be Outstanding. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities called
for redemption is improperly withheld or refused and not paid either by the
Trust or by the Depositor pursuant to the Guarantee, Distributions on such Trust
Securities will continue to accrue, at the then applicable rate, from the
Redemption Date originally established by the Trust for such Trust Securities to
the date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of calculating
the Redemption Price.

               (e) Payment of the Redemption Price on the Trust Securities shall
be made to the recordholders thereof as they appear on the Securities Register
for the Trust Securities on the relevant record date, which shall be one
Business Day prior to the relevant Redemption Date; PROVIDED, HOWEVER, that in
the event that the Preferred Securities do not remain in book-entry-only form,
the relevant record date shall be the date fifteen days prior to the relevant
Redemption Date.

               (f) Subject to Section 403(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected on a PRO RATA basis not more than 60 days prior to the
Redemption Date by the Property Trustee from the Outstanding Preferred
Securities not previously called for redemption, by such method (including,
without limitation, by lot) as the Property Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $25 or an integral multiple of $25 in excess thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger than $25.
The Property Trustee shall promptly notify the Security Registrar in writing of
the Preferred Securities selected for redemption and, in the case of any
Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities which has been or is to be redeemed.

               Section 403.  SUBORDINATION OF COMMON SECURITIES.

               (a) Payment of Distributions (including Additional Sums, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 402(f), pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
Trust Securities; PROVIDED, HOWEVER, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Sums, if applicable) on, or Redemption Price of, any Common Security,
and no other payment on account of the redemption, liquidation or other
acquisition of Common Securities, shall be made unless payment in full in cash
of all accumulated and unpaid Distributions (including Additional Sums, if
applicable) on all Outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the Redemption
Price the full amount of such Redemption Price on all Outstanding Preferred
Securities then called for redemption, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be applied
to the payment in full in cash of all Distributions (including Additional Sums,
if applicable) on, or the Redemption Price of, Preferred Securities then due and
payable.

               (b) In the case of the occurrence of any Event of Default
resulting from a Debenture Event of Default, the Holder of Common Securities
will be deemed to have waived any right to act with respect to any such Event of
Default under this Trust Agreement until the effect of all such Events of
Default with respect to the Preferred Securities shall have been cured, waived
or otherwise eliminated. Until any such Event of Default under this Trust
Agreement with respect to the Preferred Securities shall have been so cured,
waived or otherwise eliminated, the Property Trustee shall act solely on behalf
of the Holders of the Preferred Securities and not the Holder of the Common
Securities, and only the Holders of the Preferred Securities will have the right
to direct the Property Trustee to act on their behalf.

               Section 404.   PAYMENT PROCEDURES.

        Payments of Distributions (including Additional Sums, if applicable) in
respect of the Preferred Securities shall be made by check mailed to the address
of the Person entitled thereto as such address shall appear on the Securities
Register or, if the Preferred Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately available
funds, which shall credit the relevant Persons' accounts at such Clearing Agency
on the applicable distribution dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Common Securityholder.

               Section 405.   TAX RETURNS AND REPORTS.

        The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States federal, state and local tax
and information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal Revenue Service
form required to be filed in respect of the Trust in each taxable year of the
Trust and (b) prepare and furnish (or cause to be prepared and furnished) to
each Securityholder the appropriate Internal Revenue Service form required to be
furnished to such Securityholder or the information required to be provided on
such form. The Administrative Trustees shall provide the Depositor with a copy
of all such returns and reports promptly after such filing or furnishing. The
Property Trustee shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to Securityholders under the Trust Securities.

               Section 406.   PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

               Upon receipt under the Debentures of Additional Sums, the
Property Trustee at the direction of an Administrative Trustee or Depositor
shall promptly pay any taxes, duties or governmental charges of whatsoever
nature (other than withholding taxes) imposed on the Trust by the United States
or any other taxing authority.


                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

               Section 501.   INITIAL OWNERSHIP.

               Upon the creation of the Trust and the contribution by the
Depositor pursuant to Section 203 and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are outstanding,
the Depositor shall be the sole beneficial owner of the Trust.

               Section 502.   THE TRUST SECURITIES CERTIFICATES.

               The Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of $25 Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual signature of at
least one Administrative Trustee. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504, 511
and 513.

               Section 503.   EXECUTION AND DELIVERY OF TRUST SECURITIES 
                              CERTIFICATES.

               On the Closing Date, the Administrative Trustees shall cause
Trust Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 204 and 205, to be executed on behalf of the Trust by at least one of
the Administrative Trustees and delivered to or upon the written order of the
Depositor, signed by its President, General Manager, the Treasurer or any
Assistant Treasurer without further corporate action by the Depositor, in
authorized denominations.

               Section 504.   REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
                              SECURITIES CERTIFICATES.

               The Depositor shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 508, a register or registers for the
purpose of registering Trust Securities Certificates and transfers and exchanges
of Preferred Securities Certificates (herein referred to as the "Securities
Register") in which the registrar designated by the Depositor (the "Securities
Registrar"), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of Preferred Securities Certificates and Common
Securities Certificates (subject to Section 510 in the case of the Common
Securities Certificates) and registration of transfers and exchanges of
Preferred Securities Certificates as herein provided. The Property Trustee shall
be the initial Securities Registrar.

               Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
508, the Administrative Trustees or any one of them shall execute and deliver,
in the name of the designated transferee or transferees, one or more new
Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by such Administrative
Trustee or Trustees. The Securities Registrar shall not be required to register
the transfer of any Preferred Securities that have been called for redemption.
At the option of a Holder, Preferred Securities Certificates may be exchanged
for other Preferred Securities Certificates in authorized denominations of the
same class and of a like aggregate Liquidation Amount upon surrender of the
Preferred Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 508.

               Every Preferred Securities Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Property Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Preferred Securities Certificate surrendered for registration
of transfer or exchange shall be canceled and subsequently disposed of by the
Property Trustee in accordance with its customary practice. The Trust shall not
be required to (i) issue, register the transfer of, or exchange any Preferred
Securities during a period beginning at the opening of business 15 calendar days
before the date of mailing of a notice of redemption of any Preferred Securities
called for redemption and ending at the close of business on the day of such
mailing or (ii) register the transfer of or exchange any Preferred Securities so
selected for redemption, in whole or in part, except the unredeemed portion of
any such Preferred Securities being redeemed in part.

               No service charge shall be made for any registration of transfer
or exchange of Preferred Securities Certificates, but the Securities Registrar
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

               Section 505.   MUTILATED, DESTROYED, LOST OR STOLEN TRUST 
                              SECURITIES CERTIFICATES.

               If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or the Securities Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Trust Securities
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an undivided beneficial interest in the assets of the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

               Section 506.  PERSONS DEEMED SECURITYHOLDERS.

               The Trustees, the Paying Agent and the Securities Registrar shall
treat the Person in whose name any Trust Securities Certificate shall be
registered in the Securities Register as the owner of such Trust Securities
Certificate for the purpose of receiving Distributions and for all other
purposes whatsoever, and neither the Trustees nor the Securities Registrar shall
be bound by any notice to the contrary. Nothing in this provision shall be
construed to prevent the Owners from having an undivided beneficial interest in
the assets of the Trust.

               Section 507.  ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND 
                             ADDRESSES.

               At any time when the Property Trustee is not also acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished (a) to the Property Trustee, semi-annually on or before
January 15 and July 15 in each year, a list, in such form as the Property
Trustee may reasonably require, of the names and addresses of the
Securityholders as of the most recent Record Date and (b) to the Property
Trustee, promptly after receipt by any Administrative Trustee or the Depositor
of a request therefor from the Property Trustee in order to enable the Property
Trustee to discharge its obligations under this Trust Agreement, in each case to
the extent such information is in the possession or control of the
Administrative Trustees or the Depositor and is not identical to a previously
supplied list or has not otherwise been received by the Property Trustee in its
capacity as Securities Registrar. The rights of Securityholders to communicate
with other Securityholders with respect to their rights under this Trust
Agreement or under the Trust Securities, and the corresponding rights of the
Trustee shall be as provided in the Trust Indenture Act. Each Holder, by
receiving and holding a Trust Securities Certificate, and each owner shall be
deemed to have agreed not to hold the Depositor, the Property Trustee or the
Administrative Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

               Section 508.   MAINTENANCE OF OFFICE OR AGENCY.

               The Administrative Trustees shall maintain in The City of New
York, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate the principal corporate trust office of the Property Trustee, 101
Barclay Street, New York, NY 10286, as the principal corporate trust office for
such purposes. The Administrative Trustees shall give prompt written notice to
the Depositor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

               Section 509.  APPOINTMENT OF PAYING AGENT. 

               The Paying Agent shall make Distributions to Securityholders from
the Payment Account and if the Preferred Securities are held in book-entry form
and registered to the Clearing Agency or its nominee, the Clearing Agency or its
nominee will in turn make Distributions to the Owners thereof, and the Paying
Agent shall report the amounts of such distributions to the Property Trustee and
the Administrative Trustees. Any Paying Agent shall have the revocable power to
withdraw funds from the Payment Account for the purpose of making the
Distributions referred to above. The Administrative Trustees may revoke such
power and remove the Paying Agent if such Trustees determine in their sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Trust Agreement in any material respect. The Paying Agent shall
initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee, and acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to
the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other paying agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

               Section 510.  OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

               On the Closing Date, the Depositor shall acquire and retain
beneficial and record ownership of the Common Securities. To the fullest extent
permitted by law, any attempted transfer of the Common Securities (other than a
transfer in connection with a merger or consolidation of the Depositor into
another corporation or transfer of assets substantially as an entirety pursuant
to Section 10.01 of the Indenture) shall be void. The Administrative Trustees
shall cause each Common Securities Certificate issued to the Depositor to
contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE".

               Section 511.   BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; 
                              COMMON SECURITIES CERTIFICATE.

               (a) The Preferred Securities Certificates, upon original
issuance, will be issued in the form of a typewritten Preferred Securities
Certificate or Certificates representing Book-Entry Preferred Securities
Certificates, to be delivered to or held on behalf of The Depository Trust
Company, the initial Clearing Agency, by, or on behalf of, the Trust. Such
Book-Entry Preferred Securities Certificate or Certificates shall initially be
registered on the Securities Register in the name of Cede & Co., the nominee of
the initial Clearing Agency, and no beneficial owner will receive a Definitive
Preferred Securities Certificate representing such beneficial owner's interest
in such Preferred Securities, except as provided in Section 513. Unless and
until Definitive Preferred Securities Certificates have been issued to
beneficial owners pursuant to Section 513:

                       (i)    the provisions of this Section 511(a) shall be in
               full force and effect;

                       (ii) the Securities Registrar, the Paying Agent and the
               Trustees shall be entitled to deal with the Clearing Agency for
               all purposes of this Trust Agreement relating to the Book Entry
               Preferred Securities Certificates (including the payment of the
               Liquidation Amount of and Distributions on the Book-Entry
               Preferred Securities) as the sole Holder of Book-Entry Preferred
               Securities and shall have no obligations to deal with the Owners
               thereof;

                       (iii) to the extent that the provisions of this Section
               511 conflict with any other provisions of this Trust Agreement,
               the provisions of this Section 511 shall control; and

                       (iv) the rights of the Owners of the Book-Entry Preferred
               Securities Certificates shall be exercised only through the
               Clearing Agency and shall be limited to those established by law
               and agreements between such Owners and the Clearing Agency and/or
               the Clearing Agency Participants. Pursuant to the Certificate
               Depository Agreement, unless and until Definitive Preferred
               Securities Certificates are issued pursuant to Section 513, the
               initial Clearing Agency will make book-entry transfers among the
               Clearing Agency Participants and receive and transmit payments on
               the Preferred Securities to such Clearing Agency Participants.
               Any Clearing Agency designated pursuant hereto will not be deemed
               an agent of the Trustees for any purpose.

               (b) A single Common Securities Certificate representing the
Common Securities shall be issued to the Depositor in the form of a definitive
Common Securities Certificate.

               Section 512.   NOTICES TO CLEARING AGENCY.

               To the extent that a notice or other communication to the Owners
is required under this Trust Agreement, unless and until Definitive Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
513, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

               Section 513.  DEFINITIVE PREFERRED SECURITIES CERTIFICATES.

               If (a) the Depositor advises the Trustees in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Preferred Securities Certificates, and the
Depositor is unable to locate a qualified successor, (b) the Depositor at its
option advises the Trustees in writing that it elects to terminate the
book-entry system through the Clearing Agency, or (c) after the occurrence of a
Debenture Event of Default, Owners of Preferred Securities Certificates
representing beneficial interests aggregating at least a majority of the
Liquidation Amount advise the Property Trustee in writing that the continuation
of a book-entry system through the Clearing Agency is no longer in the best
interests of the Owners of Preferred Securities Certificates, then the Property
Trustee shall notify the Clearing Agency, and the Clearing Agency shall notify
all Owners of Preferred Securities Certificates, of the occurrence of any such
event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Property Trustee of the typewritten Preferred
Securities Certificate or Certificates representing the Book-Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall
be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Preferred Securities Certificates, the Trustees shall
recognize the Holders of the Definitive Preferred Securities Certificates as
Securityholders. The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

               Section 514.   RIGHTS OF SECURITYHOLDERS.

               (a) The legal title to the Trust Property is vested exclusively
in the Property Trustee (in its capacity as such) in accordance with Section
209, and the Securityholders and/or Owners shall not have any right or title
therein other than the rights conferred by their Trust Securities and they shall
have no right to call for any partition or division of property, profits or
rights of the Trust except as described below. The Trust Securities shall be
personal property giving only the rights specifically set forth therein and in
this Trust Agreement. The Trust Securities shall have no preemptive or similar
rights. When issued and delivered to Holders of the Preferred Securities against
payment of the purchase price therefor, the Preferred Securities will be fully
paid and nonassessable interests in the Trust. The Holders of the Preferred
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

               (b) (i) For so long as any Preferred Securities remain
Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee fails
or the holders of not less than 33% in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of at least 33% in Liquidation Amount
of the Preferred Securities then Outstanding shall have such right by a notice
in writing to the Depositor and the Debenture Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the
Debentures shall become immediately due and payable, provided that the payment
of principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

                       (ii) The provisions of subsection (b)(i), however, are
               subject to the condition that if, at any time after such a
               declaration of acceleration with respect to the Debentures has
               been made, and before a judgment or decree for payment of the
               money due has been obtained by the Debenture Trustee as provided
               in the Indenture, the Depositor shall pay or shall deposit with
               the Debenture Trustee a sum sufficient to pay all amounts
               required to be paid pursuant to Section 6.01(c) of the Indenture
               with respect to a rescission and annulment of such a declaration
               and any and all Events of Default with respect to the Debentures,
               other than nonpayment of principal on Debentures which shall have
               not have become due by their terms, shall have been remedied or
               waived as provided in Section 6.06 of the Indenture, then the
               Holders of a majority in Liquidation Amount of the Preferred
               Securities, by written notice to the Depositor and the Debenture
               Trustee, may rescind and annul such declaration and its
               consequences, but no such rescission and annulment shall extend
               to or shall affect any subsequent default, or shall impair any
               right consequent thereon.

               (c) For so long as any Preferred Securities remain Outstanding,
if, upon a Debenture Event of Default, the Debenture Trustee fails to proceed to
enforce any right available to the Holders of the Debentures for 60 days, the
Holders of at least 33% in Liquidation Amount of the Preferred Securities then
Outstanding shall, to the fullest extent permitted by law, have the right to
directly institute proceedings for enforcement of such rights.

               (d) For so long as any Preferred Securities remain Outstanding,
to the fullest extent permitted by law, upon the occurrence of a Debenture Event
of Default specified in Section 6.01(a)(1) or 6.01(a)(2) of the Indenture, any
Holder of Preferred Securities shall have the right to institute a proceeding
directly against the Depositor for enforcement of payment to such Holder of the
principal of or interest on Debentures having a principal amount equal to the
Liquidation Amount of the Preferred Securities of such Holder after the due date
specified for such payment in the Debentures. Except as set forth in Section
514(b), (c) and (d), the Holders of Preferred Securities shall have no right to
exercise directly any right or remedy available to the holders of, or in respect
of, the Debentures.

               (e) The Depositor will be subrogated to the rights of the Holder
of the Preferred Securities to the extent of any payment made by the Depositor
to any such Holder of Preferred Securities pursuant to Section 514(c) or (d)
hereof.


                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

               Section 601.   LIMITATIONS ON VOTING RIGHTS.

               (a) Except as provided in this Section, in Sections 514, 810 and
1002 and in the Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

               (b) So long as any Debentures are held by the Property Trustee,
the Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Article Six of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a majority in Liquidation Amount of all
Outstanding Preferred Securities; PROVIDED, HOWEVER, that where a consent under
the Indenture would require the consent of each Holder of Outstanding Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each holder of Preferred Securities. The Trustees
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Outstanding Preferred Securities, except by a subsequent vote of
the Holders of the Outstanding Preferred Securities. The Property Trustee shall
notify each Holder of the Outstanding Preferred Securities of any notice of
default received from the Debenture Trustee with respect to the Debentures. In
addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Trustees shall, at
the expense of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that the Trust will continue to be classified as a
"grantor trust" and not as an association taxable as a corporation for United
States federal income tax purposes on account of such action.

               (c) If any proposed amendment to the Trust Agreement provides
for, or the Trustees otherwise propose to effect, (i) any action that would
adversely affect in any material respect the powers, preferences or special
rights of the Preferred Securities, whether by way of amendment to the Trust
Agreement or otherwise, or (ii) the dissolution, winding-up or termination of
the Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Preferred Securities as a class will be entitled to vote
on such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a majority in
Liquidation Amount of the Outstanding Preferred Securities. No amendment to this
Trust Agreement may be made if, as a result of such amendment, the Trust would
cease to be classified as a "grantor trust" or would be classified as an
association taxable as a corporation for United States federal income tax
purposes.

               Section 602.   NOTICE OF MEETINGS.

               Notice of all meetings of the Preferred Securityholders, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 1008 to each Preferred Securityholder of record, at
his registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

               Section 603.  MEETINGS OF PREFERRED SECURITYHOLDERS.

               No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Securityholders to
vote on any matter upon the written request of the Preferred Securityholders of
33% of the Preferred Securities (based upon their aggregate Liquidation Amount)
and the Administrative Trustees or the Property Trustee may, at any time in
their discretion, call a meeting of Preferred Securityholders to vote on any
matters as to which the Preferred Securityholders are entitled to vote.

               Preferred Securityholders of record of 50% of the Outstanding
Preferred Securities (based upon their aggregate Liquidation Amount), present in
person or by proxy, shall constitute a quorum at any meeting of Securityholders.

               If a quorum is present at a meeting, an affirmative vote by the
Preferred Securityholders of record present, in person or by proxy, holding more
than a majority of the Preferred Securities (based upon their aggregate
Liquidation Amount) held by the Preferred Securityholders of record present,
either in person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.

               Section 604.   VOTING RIGHTS.

               Securityholders shall be entitled to one vote for each $25 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

               Section 605.   PROXIES, ETC.

               At any meeting of Securityholders, any Securityholder entitled to
vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Administrative
Trustees, or with such other officer or agent of the Trust as the Administrative
Trustees may direct, for verification prior to the time at which such vote shall
be taken. When Trust Securities are held jointly by several persons, any one of
them may vote at any meeting in person or by proxy in respect of such Trust
Securities, but if more than one of them shall be present at such meeting in
person or by proxy, and such joint owners or their proxies so present disagree
as to any vote to be cast, such vote shall not be received in respect of such
Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and, the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

               Section 606.   SECURITYHOLDER ACTION BY WRITTEN CONSENT.

               Any action which may be taken by Securityholders at a meeting may
be taken without a meeting if Securityholders holding more than a majority of
all Outstanding Trust Securities (based upon their aggregate Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their aggregate Liquidation
Amount).

               Section 607.   RECORD DATE FOR VOTING AND OTHER PURPOSES.

               For the purposes of determining the Securityholders who are
entitled to notice of and to vote at any meeting or by written consent, or to
participate in any Distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Administrative Trustees may from time to time
fix a date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

               Section 608.   ACTS OF SECURITYHOLDERS.

               Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Trust Agreement to be
given, made or taken by Securityholders or Owners may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Securityholders or Owners in person or by an agent duly appointed in
writing; and, except as otherwise expressly provided herein, such action shall
become effective when such instrument or instruments are delivered to an
Administrative Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Securityholders or Owners signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Trust Agreement and (subject to Section
801) conclusive in favor of the Trustees, if made in the manner provided in this
Section.

               The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which any Trustee receiving the same deems sufficient.

               Whether a Person is a Holder of Preferred Securities shall be
proved by the Securities Register.

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

               Without limiting the foregoing, a Securityholder entitled
hereunder to take any action hereunder with regard to any particular Trust
Security may do so with regard to all or any part of the Liquidation Amount of
such Trust Security or by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any part of such
Liquidation Amount.

               A Securityholder may institute a legal proceeding directly
against the Depositor under the Guarantee to enforce its rights under the
Guarantee without first instituting a legal proceeding against the Guarantee
Trustee (as defined in the Guarantee), the Trust or any Person.

               Section 609.   INSPECTION OF RECORDS.

               Upon reasonable notice to the Administrative Trustees and the
Property Trustee, the records of the Trust shall be open to inspection by
Securityholders during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.


                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

               Section 701.   REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE
                              PROPERTY TRUSTEE.

               The Bank and the Property Trustee, each severally on behalf of
and as to itself, as of the date hereof, and each Successor Property Trustee at
the time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (the term "Bank" being used to refer to such
Successor Property Trustee in its separate corporate capacity) hereby represents
and warrants (as applicable) for the benefit of the Depositor and the
Securityholders that:

               (a)     the Bank is a New York banking corporation duly 
organized, validly existing and in good standing under the laws of the State of
New York;

               (b) the Bank has full corporate power, authority and legal right
to execute, deliver and perform its obligations under this Trust Agreement and
has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

               (c) this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and constitutes the valid and legally binding
agreement of the Property Trustee enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

               (d) the execution, delivery and performance by the Property
Trustee of this Trust Agreement has been duly authorized by all necessary
corporate or other action on the part of the Property Trustee and does not
require any approval of stockholders of the Bank and such execution, delivery
and performance will not (i) violate the Bank's charter or by-laws, (ii) violate
any provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of, any Lien on any
properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee or the Bank is a party or by which it is bound, or
(iii) violate any law, governmental rule or regulation of the United States or
the State of New York , as the case may be, governing the banking or trust
powers of the Bank or the Property Trustee (as appropriate in context) or any
order, judgment or decree applicable to the Property Trustee or the Bank;

               (e) neither the authorization, execution or delivery by the
Property Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Property Trustee contemplated herein or therein requires the
consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or agency
under any existing federal law governing the banking or trust powers of the Bank
or the Property Trustee, as the case may be, under the laws of the United States
or the State of New York; and

               (f) there are no proceedings pending or, to the best of the
Property Trustee's knowledge, threatened against or affecting the Bank or the
Property Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Property Trustee to enter into or perform its obligations as
one of the Trustees under this Trust Agreement.

               Section 702. REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK
                            AND THE DELAWARE TRUSTEE.

               The Delaware Bank and the Delaware Trustee, each severally on
behalf of and as to itself, as of the date hereof, and each Successor Delaware
Trustee at the time of the Successor Delaware Trustee's acceptance of
appointment as Delaware Trustee hereunder (the term "Delaware Bank" being used
to refer to such Successor Delaware Trustee in its separate corporate capacity),
hereby represents and warrants (as applicable) for the benefit of the Depositor
and the Securityholders that:

               (a)     the Delaware Bank is a Delaware banking corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware;

               (b) the Delaware Bank has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this Trust
Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Agreement;

               (c) this Trust Agreement has been duly authorized, executed and
delivered by the Delaware Trustee and constitutes the valid and legally binding
agreement of the Delaware Trustee enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

               (d) the execution, delivery and performance by the Delaware
Trustee of this Trust Agreement has been duly authorized by all necessary
corporate or other action on the part of the Delaware Trustee and does not
require any approval of stockholders of the Delaware Bank and such execution,
delivery and performance will not (i) violate the Delaware Bank's charter or
by-laws, (ii) violate any provision of, or constitute, with or without notice or
lapse of time, a default under, or result in the creation or imposition of, any
Lien on any properties included in the Trust Property pursuant to the provisions
of, any indenture, mortgage, credit agreement, license or other agreement or
instrument to which the Delaware Bank or the Delaware Trustee is a party or by
which it is bound, or (iii) violate any law, governmental rule or regulation of
the United States or the State of Delaware, as the case may be, governing the
banking or trust powers of the Delaware Bank or the Delaware Trustee (as
appropriate in context) or any order, judgment or decree applicable to the
Delaware Bank or the Delaware Trustee;

               (e) neither the authorization, execution or delivery by the
Delaware Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Delaware Trustee contemplated herein or therein requires the
consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or agency
under any existing federal law governing the banking or trust powers of the
Delaware Bank or the Delaware Trustee, as the case may be, under the laws of the
United States or the State of Delaware; and

               (f) there are no proceedings pending or, to the best of the
Delaware Trustee's knowledge, threatened against or affecting the Delaware Bank
or the Delaware Trustee in any court or before any governmental authority,
agency or arbitration board or tribunal which, individually or in the aggregate,
would materially and adversely affect the Trust or would question the right,
power and authority of the Delaware Trustee to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.

               Section 703.   REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

               The Depositor hereby represents and warrants for the benefit of
the Securityholders that:

               (a) the Trust Securities Certificates issued on the Closing Date
on behalf of the Trust have been duly authorized and will have been, duly and
validly executed, issued and delivered by the Administrative Trustees pursuant
to the terms and provisions of, and in accordance with the requirements of, this
Trust Agreement and the Securityholders will be, as of such date, entitled to
the benefits of this Trust Agreement; and

               (b) there are no taxes, fees or other governmental charges
payable by the Trust (or the Trustees on behalf of the Trust) under the laws of
the State of Delaware or any political subdivision thereof in connection with
the execution, delivery and performance by the Bank, the Property Trustee or the
Delaware Trustee, as the case may be, of this Trust Agreement.


                                  ARTICLE VIII

                                  THE TRUSTEES

               Section 801.  CERTAIN DUTIES AND RESPONSIBILITIES.

               (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section.
To the extent that, at law or in equity, an Administrative Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or to
the Securityholders, such Administrative Trustee shall not be liable to the
Trust or to any Securityholder for such Administrative Trustee's good faith
reliance on the provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Securityholders to replace such other duties and
liabilities of the Administrative Trustees.

               (b) All payments made by the Property Trustee or a Paying Agent
in respect of the Trust Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Securityholder, by its acceptance of a Trust Security, agrees that it will
look solely to the revenue and proceeds from the Trust Property to the extent
legally available for distribution to it as herein provided and that the
Trustees are not personally liable to it for any amount distributable in respect
of any Trust Security or for any other liability in respect of any Trust
Security. This Section 801(b) does not limit the liability of the Trustees
expressly set forth elsewhere in this Trust Agreement or, in the case of the
Property Trustee, in the Trust Indenture Act.

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

                       (i) the Property Trustee shall not be liable for any
               error of judgment made in good faith by an authorized officer of
               the Property Trustee, unless it shall be proved that the Property
               Trustee was negligent in ascertaining the pertinent facts;

                       (ii) the Property 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 Liquidation Amount of the Trust Securities
               relating to the time, method and place of conducting any
               proceeding for any remedy available to the Property Trustee, or
               exercising any trust or power conferred upon the Property Trustee
               under this Trust Agreement;

                       (iii) the Property Trustee's sole duty with respect to
               the custody, safe keeping and physical preservation of the
               Debentures and the Payment Account shall be to deal with such
               Property in a similar manner as the Property Trustee deals with
               similar property for its own account, subject to the protections
               and limitations on liability afforded to the Property Trustee
               under this Trust Agreement and the Trust Indenture Act;

                       (iv) the Property Trustee shall not be liable for any
               interest on any money received by it except as it may otherwise
               agree with the Depositor and money held by the Property Trustee
               need not be segregated from other funds held by it except in
               relation to the Payment Account maintained by the Property
               Trustee pursuant to Section 301 and except to the extent
               otherwise required by law; and

                       (v) the Property Trustee shall not be responsible for
               monitoring the compliance by the Administrative Trustees or the
               Depositor with their respective duties under this Trust
               Agreement, nor shall the Property Trustee be liable for the
               negligence, default or misconduct of the Administrative Trustees
               or the Depositor.

               Section 802.   CERTAIN NOTICES.

               (a) Within 15 Business Days after the occurrence of any Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 1008, notice of
such Event of Default to the Securityholders, the Administrative Trustees and
the Depositor, unless such Event of Default shall have been cured or waived. For
purposes of this Section the term "Event of Default" means any event that is, or
after notice or lapse of time or both would become, an Event of Default.

               (b) The Administrative Trustees shall transmit, to the
Securityholders in the manner and to the extent provided in Section 1008, notice
of the Depositor's election to begin or further extend an Extension Period on
the Debentures (unless such election shall have been revoked) within the time
specified for transmitting such notice to the holders of the Debentures pursuant
to the Indenture.

               Section 803.  CERTAIN RIGHTS OF PROPERTY TRUSTEE.

               Subject to the provisions of Section 801:

               (a) the Property Trustee may rely and shall be protected in
acting or refraining from acting in good faith upon any resolution, Opinion of
Counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties.

               (b) if (i) in performing its duties under this Trust Agreement
the Property Trustee is required to decide between alternative courses of action
or (ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; PROVIDED, HOWEVER, that if the
Property Trustee does not receive such instructions of the Depositor within ten
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than two Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

               (c)     any direction or act of the Depositor or the 
Administrative Trustees contemplated by this Trust Agreement shall be 
sufficiently evidenced by an Officer's Certificate;

               (d) whenever in the administration of this Trust Agreement, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad faith on its part, request and conclusively rely upon an Officer's
Certificate which, upon receipt of such request, shall be promptly delivered by
the Depositor or the Administrative Trustees;

               (e) the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any filing
under tax or securities laws) or any rerecording, refiling or reregistration
thereof;

               (f) the Property Trustee may consult with counsel of its choice
(which counsel may be counsel to the Depositor or any of its Affiliates) and the
advice of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon and in accordance with such advice, such counsel
may be counsel to the Depositor or any of its Affiliates, and may include any of
its employees; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

               (g) the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Trust Agreement at the request
or direction of any of the Securityholders pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;

               (h) the Property 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, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more
Securityholders, but the Property Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit;

               (i) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, PROVIDED that the Property Trustee shall be responsible for
its own negligence or recklessness with respect to selection of any agent or
attorney appointed by it hereunder;

               (j) whenever in the administration of this Trust Agreement the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request instructions from the Holders of the Trust Securities
which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such
remedy, right or action, (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received, and (iii) shall
be protected in acting in accordance with such instructions; and

               (k) except as otherwise expressly provided by this Trust
Agreement, the Property Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this Trust Agreement.

No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

               Section 804.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF 
                             SECURITIES.

               The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Trust, and the Trustees do
not assume any responsibility for their correctness. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Debentures.

               Section 805.   MAY HOLD SECURITIES.

               Any Trustee or any other agent of any Trustee or the Trust, in
its individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 808 and 813 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

               Section 806.  COMPENSATION; INDEMNITY; FEES.

               The Depositor agrees:

               (a) to pay to the Trustees from time to time reasonable
        compensation for all services rendered by them hereunder (which
        compensation shall not be limited by any provision of law in regard to
        the compensation of a trustee of an express trust);

               (b) except as otherwise expressly provided herein, to reimburse
        the Trustees upon request for all reasonable expenses, disbursements and
        advances incurred or made by the Trustees in accordance with any
        provision of this Trust Agreement (including the reasonable compensation
        and the expenses and disbursements of its agents and counsel), except
        any such expense, disbursement or advance as may be attributable to such
        Trustee's negligence, bad faith or willful misconduct (or, in the case
        of the Administrative Trustees, any such expense, disbursement or
        advance as may be attributable to his or her gross negligence, bad faith
        or willful misconduct); and

               (c) to indemnify each of the Trustees or any predecessor Trustee
        for, and to hold the Trustees harmless against, any loss, damage,
        claims, liability, penalty or expense incurred without negligence or bad
        faith on its part, arising out of or in connection with the acceptance
        or administration of this Trust Agreement, including the costs and
        expenses of defending itself against any claim or liability in
        connection with the exercise or performance of any of its powers or
        duties hereunder.

               No Trustee may claim any lien or charge on any Trust Property as
a result of any amount due pursuant to this Section 806.

               Section 807.  CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
                             TRUSTEES.

               (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee with respect to the
Trust Securities shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

               (b) There shall at all times be one or more Administrative
Trustees hereunder with respect to the Trust Securities. Each Administrative
Trustee shall be either a natural person who is at least 21 years of age or a
legal entity that shall act through one or more persons authorized to bind that
entity.

               (c) There shall at all times be a Delaware Trustee with respect
to the Trust Securities. The Delaware Trustee shall either be (i) a natural
person who is at least 21 years of age and a resident of the State of Delaware
or (ii) a legal entity with its principal place of business in the State of
Delaware and that otherwise meets the requirements of applicable Delaware law
that shall act through one or more persons authorized to bind such entity.

               Section. 808.   CONFLICTING INTERESTS.

               If the Property Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Property 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
Trust Agreement.

               Section 809.  CO-TRUSTEES AND SEPARATE TRUSTEE.

               Unless an Event of Default shall have occurred and be continuing,
at any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor shall have power to appoint,
and upon the written request of the Property Trustee, the Depositor shall for
such purpose join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to appoint,
one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Depositor does not join
in such appointment within 15 days after the receipt by it of a request so to
do, or in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make such appointment. Any co-trustee
or separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

               Should any written instrument from the Depositor be required by
any co-trustee or separate trustee so appointed for more fully confirming to
such co-trustee or separate trustee such property, title, right, or power, any
and all such instruments shall, on request, be executed, acknowledged, and
delivered by the Depositor.

               Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
terms, namely:

               (a) The Trust Securities shall be executed and delivered and all
        rights, powers, duties and obligations hereunder in respect of the
        custody of securities, cash and other personal property held by, or
        required to be deposited or pledged with, the Trustees specified
        hereunder, shall be exercised, solely by such Trustees and not by such
        co-trustee or separate trustee.

               (b) The rights, powers, duties and obligations hereby conferred
        or imposed upon the Property Trustee in respect of any property covered
        by such appointment shall be conferred or imposed upon and exercised or
        performed by the Property Trustee or by the Property Trustee and such
        co-trustee or separate trustee jointly, as shall be provided in the
        instrument appointing such co-trustee or separate trustee, except to the
        extent that under any law of any jurisdiction in which any particular
        act is to be performed, the Property Trustee shall be incompetent or
        unqualified to perform such act, in which event such rights, powers,
        duties and obligations shall be exercised and performed by such
        co-trustee or separate trustee.

               (c) The Property Trustee at any time, by an instrument in writing
        executed by it, with the written concurrence of the Depositor, may
        accept the resignation of or remove any co-trustee or separate trustee
        appointed under this Section, and, in case a Debenture Event of Default
        has occurred and is continuing, the Property Trustee shall have power to
        accept the resignation of, or remove, any such co-trustee or separate
        trustee without the concurrence of the Depositor. Upon the written
        request of the Property Trustee, the Depositor shall join with the
        Property Trustee in the execution, delivery and performance of all
        instruments and agreements necessary or proper to effectuate such
        resignation or removal. A successor to any co-trustee or separate
        trustee so resigned or removed may be appointed in the manner provided
        in this Section 809.

               (d) No co-trustee or separate trustee hereunder shall be
        personally liable by reason of any act or omission of the Property
        Trustee or any other trustee hereunder.

               (e)     The Property Trustee shall not be liable by reason of any
        act of a co-trustee or separate trustee.

               (f) Any Act of Holders delivered to the Property Trustee shall be
        deemed to have been delivered to each such co-trustee and separate
        trustee.

               Section 810.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

               No resignation or removal of any Trustee (the "Relevant Trustee")
and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 811.

               Subject to the immediately preceding paragraph, the Relevant
Trustee may resign at any time with respect to the Trust Securities by giving
written notice thereof to the Securityholders. If the instrument of acceptance
by the successor Trustee required by Section 811 shall not have been delivered
to the Relevant Trustee within 30 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent jurisdiction for the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

               Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time.

               If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Debenture Event of Default shall have occurred and
be continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 811. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and is continuing, the Preferred Securityholders, by Act of the
Securityholders of a majority in Liquidation Amount of the Preferred Securities
then Outstanding delivered to the retiring Relevant Trustee, shall promptly
appoint a successor Relevant Trustee or Trustees with respect to the Trust
Securities and the Trust, and such successor Trustee shall comply with the
applicable requirements of Section 811. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when a Debenture Event of Default shall have occurred and be continuing,
the Common Securityholder, by Act of the Common Securityholder delivered to an
Administrative Trustee, shall promptly appoint a successor Administrative
Trustee or Administrative Trustees with respect to the Trust Securities and the
Trust, and such successor Administrative Trustee or Administrative Trustees
shall comply with the applicable requirements of Section 811. If no successor
Relevant Trustee with respect to the Trust Securities shall have been so
appointed by the Common Securityholder or the Preferred Securityholders and
accepted appointment in the manner required by Section 811, any Securityholder
who has been a Securityholder of Trust Securities for at least six months may,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Relevant Trustee with
respect to the Trust Securities.

               The Property Trustee shall give notice of each resignation and
each removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

               Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee
who is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (a) the unanimous act of remaining Administrative
Trustees if there are at least two of them or (b) otherwise by the Depositor
(with the successor in each case being a Person who satisfies the eligibility
requirement for Administrative Trustees set forth in Section 807).

               Section 811.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

               In case of the appointment hereunder of a successor Relevant
Trustee with respect to the Trust Securities and the Trust, the retiring
Relevant Trustee and each successor Relevant Trustee with respect to the Trust
Securities shall execute and deliver an amendment hereto wherein each successor
Relevant Trustee shall accept such appointment and which (a) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Relevant Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities and
the Trust and (b) shall add to or change any of the provisions of this Trust
Agreement as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Relevant Trustee, it being understood
that nothing herein or in such amendment shall constitute such Relevant Trustees
co-trustees of the same trust and that each such Relevant Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Relevant Trustee and upon the
execution and delivery of such amendment the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee with respect to the Trust Securities and the
Trust; but, on request of the Trust or any successor Relevant Trustee such
retiring Relevant Trustee shall duly assign, transfer and deliver to such
successor Relevant Trustee all Trust Property, all proceeds thereof and money
held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

               Upon request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the immediately preceding paragraph, as the case may be.

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

               Section 812.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                             BUSINESS.

               Any Person into which the Property Trustee, the Delaware Trustee
or any Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

               Section 813.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR
                             OR TRUST.

               If and when the Property Trustee or the Delaware Trustee shall be
or become a creditor of the Depositor or the Trust (or any other obligor upon
the Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or Trust (or any such
other obligor).

               Section 814.   REPORTS BY PROPERTY TRUSTEE.

               (a) Not later than November 1 of each year commencing with
November 1, 1997 the Property Trustee shall transmit to all Securityholders in
accordance with Section 1008, and to the Depositor, a brief report dated as of
such September 1 with respect to:

                       (i) its eligibility under Section 807 or, in lieu
        thereof, if to the best of its knowledge it has continued to be eligible
        under said Section, a written statement to such effect; and

                       (ii) any change in the property and funds in its
        possession as Property Trustee since the date of its last report and any
        action taken by the Property Trustee in the performance of its duties
        hereunder which it has not previously reported and which in its opinion
        materially affects the Trust Securities.

               (b) In addition the Property Trustee shall transmit to
Securityholders such reports concerning the Property Trustee and its actions
under this Trust Agreement as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

               (c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with each national
securities exchange or other organization upon which the Trust Securities are
listed, with the Commission and with the Depositor.

               Section 815.   REPORTS TO THE PROPERTY TRUSTEE.

               The Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314(a) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.

               Section 816.   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

               Each of the Depositor and the Administrative Trustees on behalf
of the Trust shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Trust Agreement that
relate to any of the matters set forth in Section 314 (c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an
Officer's Certificate.

               Section 817.   NUMBER OF TRUSTEES.

               (a) The number of Trustees shall be four, provided that the
Holder of all of the Common Securities by written instrument may increase or
decrease the number of Administrative Trustees. The Property Trustee and the
Delaware Trustee may be the same Person.

               (b) If a Trustee ceases to hold office for any reason and the
number of Administrative Trustees is not reduced pursuant to Section 817(a), or
if the number of Trustees is increased pursuant to Section 817(a), a vacancy
shall occur. The vacancy shall be filled with a Trustee appointed in accordance
with Section 810.

               (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 810, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

               Section 818.   DELEGATION OF POWER.

               (a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 207(a); and

               (b) The Administrative Trustees shall have power to delegate from
time to time to such of their number or to the Depositor the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

               Section 819.   VOTING.

               Except as otherwise provided in this Trust Agreement, the consent
or approval of the Administrative Trustees shall require consent or approval by
not less than a majority of the Administrative Trustees.

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

               Section 901.   TERMINATION UPON EXPIRATION DATE.

               Unless earlier terminated, the Trust shall automatically
terminate on April 30, 2042 (the "Expiration Date") subject to distribution of
the Trust Property in accordance with Section 904.

               Section 902.   EARLY TERMINATION.

               The first to occur of any of the following events is an "Early
Termination Event":

               (a)     the occurrence of a Bankruptcy Event in respect of, or 
        the dissolution or liquidation of, the Depositor;

               (b) delivery of written direction to the Property Trustee by the
        Depositor at any time (which direction is wholly optional and within the
        discretion of the Depositor) to terminate the Trust and distribute the
        Debentures to Securityholders in exchange for the Preferred Securities
        in accordance with Section 904;

               (c)     the redemption of all of the Preferred Securities in 
        connection with the redemption of all of the Debentures; and

               (d)     an order for dissolution of the Trust shall have been 
        entered by a court of competent jurisdiction.

               Section 903.   TERMINATION.

               The respective obligations and responsibilities of the Trustees
and the Trust created and continued hereby shall terminate upon the latest to
occur of the following: (a) the distribution by the Property Trustee to
Securityholders upon the liquidation of the Trust pursuant to Section 904, or
upon the redemption of all of the Trust Securities pursuant to Section 402, of
all amounts required to be distributed hereunder upon the final payment of the
Trust Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Administrative Trustees, including
the performance of any tax reporting obligations with respect to the Trust or
the Securityholders.

               Section 904.   LIQUIDATION.

               (a) If an Early Termination Event specified in clause (a), (b),
or (d) of Section 902 occurs or upon the Expiration Date, the Trust shall be
liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Securityholder or if the Preferred
Securities are held in book-entry form, to each Owner through the Clearing
Agency or its nominee, a Like Amount of Debentures, subject to Section 904(d).
Notice of liquidation shall be given by the Property Trustee by first-class
mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to
the Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All notices of liquidation shall:

                       (i)    state the Liquidation Date;

                       (ii) state that from and after the Liquidation Date, the
               Trust Securities will no longer be deemed to be Outstanding and
               any Trust Securities Certificates not surrendered for exchange
               will be deemed to represent a Like Amount of Debentures; and

                       (iii) provide such information with respect to the
               mechanics by which Holders may exchange Trust Securities
               certificates for Debentures, or if Section 904(d) applies receive
               a Liquidation Distribution, as the Administrative Trustees or the
               Property Trustee shall deem appropriate.

               (b) Except where Section 902(c) or 904(d) applies, in order to
effect the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

               (c) Except where Section 902(c) or 904(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates (or, at the election of the Depositor a Global
Debenture, subject to the provisions of the Indenture) representing a Like
Amount of Debentures will be issued to holders of Trust Securities Certificates
upon surrender of such certificates to the Administrative Trustees or their
agent for exchange, (iii) the Depositor shall use its reasonable efforts to have
the Debentures listed on the New York Stock Exchange or on such other securities
exchange or other organization as the Preferred Securities are then listed or
traded, (iv) any Trust Securities Certificates not so surrendered for exchange
will be deemed to represent a Like Amount of Debentures, accruing interest at
the rate provided for in the Debentures from the last Distribution Date on which
a Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal will be made to holders of Trust Securities
Certificates with respect to such Debentures) and (v) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.

               (d) In the event that, notwithstanding the other provisions of
this Section 904, whether because of an order for dissolution entered by a court
of competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, Securityholders or if the
Preferred Securities are held in book-entry form, Owners through the Clearing
Agency or its nominee, will be entitled to receive out of the assets of the
Trust available for distribution to Securityholders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the Liquidation Amount per Trust Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such dissolution, winding-up or termination, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The holder of the Common Securities will be entitled
to receive Liquidation Distributions upon any such dissolution, winding-up or
termination pro rata (determined as aforesaid) with Holders of Preferred
Securities, except that, if a Debenture Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities.

               Section 905.   MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR 
                              REPLACEMENTS OF THE TRUST.

               The Trust may not merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 905. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the holders of the Preferred
Securities, the Trust may merge with or into, consolidate, amalgamate, be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to a trust organized as such under the laws of any state;
PROVIDED, that (i) such successor entity either (a) expressly assumes all of the
obligations of the Trust with respect to the Preferred Securities or (b)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities (the "Successor Securities) so long
as the Successor Securities rank the same as the Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing substantially the same powers and duties as the Property
Trustee as the holder of the Debentures, (iii) the Successor Securities are
listed or traded, or any Successor Securities will be listed or traded upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed, if any, (iv)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not cause the Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the Preferred Securities (including any
Successor Securities) in any material respect, (vi) such successor entity has a
purpose substantially identical to that of the Trust, (vii) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Depositor has received an Opinion of Counsel to the effect that (a) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the holders
of the Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an "investment company" under the 1940
Act and (viii) the Depositor owns all of the Common Securities of such successor
entity and guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
holders of 100% in Liquidation Amount of the Preferred Securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to any other Person or
permit any other Person to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or the successor entity to be classified as other than a
"grantor trust" for United States federal income tax purposes.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

               Section 1001.   LIMITATION OF RIGHTS OF SECURITYHOLDERS.

               The death or incapacity of any Person having an interest,
beneficial or otherwise, in Trust Securities shall not operate to terminate this
Trust Agreement, nor entitle the legal representatives or heirs of such Person
or any Securityholder for such Person, to claim an accounting, take any action
or bring any proceeding in any court for a partition or winding-up of the
arrangements contemplated hereby, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.

               Section 1002.  AMENDMENT.

               (a) This Trust Agreement may be amended from time to time by the
Administrative Trustees and the Depositor, without the consent of any
Securityholders, (i) as provided in Section 811 with respect to acceptance of
appointment by a successor Trustee, (ii) to cure any ambiguity, correct or
supplement any provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters or
questions arising under this Trust Agreement, that shall not be inconsistent
with the other provisions of this Trust Agreement, or (iii) to modify, eliminate
or add to any provisions of this Trust Agreement to such extent as shall be
necessary to ensure that the Trust will be classified for United States federal
income tax purposes as a "grantor trust" at all times that any Trust Securities
are outstanding or to ensure that the Trust will not be required to register as
an "investment company" under the 1940 Act; PROVIDED, HOWEVER, that in the case
of clause (ii), such action shall not adversely affect in any material respect
the interests of any Securityholder, and any amendments of this Trust Agreement
shall become effective when notice thereof is given to the Securityholders.

               (b) Except as provided in Section 601(c) or Section 1002(c)
hereof, any provision of this Trust Agreement may be amended by the
Administrative Trustees and the Depositor (i) with the consent of Trust
Securityholders representing not less than a majority (based upon Liquidation
Amounts) of the Trust Securities then Outstanding and (ii) upon receipt by the
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's status as a "grantor trust" for United States
federal income tax purposes or the Trust's exemption from status of an
"investment company" under the 1940 Act.

               (c) In addition to and notwithstanding any other provision in
this Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 603 or 606 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 603 or 606 hereof), this
paragraph (c) of this Section 1002 may not be amended.

               (d) Notwithstanding any other provisions of this Trust Agreement,
no Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an "investment company" under the 1940 Act or to fail or cease to be
classified as a "grantor trust" for United States federal income tax purposes.

               (e) Notwithstanding anything in this Trust Agreement to the
contrary, without the consent of the Depositor, this Trust Agreement may not be
amended in a manner which imposes any additional obligation on the Depositor.

               (f) In the event that any amendment to this Trust Agreement is
made, the Administrative Trustees shall promptly provide to the Depositor a copy
of such amendment.

               (g) Neither the Property Trustee nor the Delaware Trustee shall
be required to enter into any amendment to this Trust Agreement which affects
its own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officer's
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

               Section 1003.  SEPARABILITY.

               In case any provision in this Trust Agreement or in the Trust
Securities Certificates shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

               Section 1004.  GOVERNING LAW.

               THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF
THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST
AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES).

               Section 1005.   PAYMENTS DUE ON NON-BUSINESS DAY.

               If the date fixed for any payment on any Trust Security shall be
a day that is not a Business Day, then such payment need not be made on such
date but may be made on the next succeeding day which is a Business Day (except
as otherwise provided in Sections 401(a) and 402(d)), with the same force and
effect as though made on the date fixed for such payment, and no distribution
shall accumulate thereon for the period after such date.

               Section 1006.  SUCCESSORS.

               This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article Ten of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

               Section 1007.  HEADINGS.

               The Article and Section headings are for convenience only and
shall not affect the construction of this Trust Agreement.

               Section 1008.  REPORTS, NOTICES AND DEMANDS.

               Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Central Power and
Light Company, c/o Central and South West Corporation, 1616 Woodall Rodgers
Freeway, Dallas, Texas 75202, Attention: Director, Finance, facsimile no: (214)
777-1223. Any notice to Preferred Securityholders shall also be given to such
owners as have, within two years preceding the giving of such notice, filed
their names and addresses with the Property Trustee for that purpose. Such
notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

               Any notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon the Trust, the Property Trustee or the Administrative Trustees shall be
given in writing addressed (until another address is published by the Trust) as
follows: (a) with respect to the Property Trustee to The Bank of New York, 101
Barclay Street, New York, New York 10286, Attention: Corporate Trust Trustee
Administration; (b) with respect to the Delaware Trustee, to 23 White Clay
Center, Newark, New Castle County, Delaware 19711, Attention: Corporate Trust
Trustee Administration; and (c) with respect to the Administrative Trustees, to
them at the address above for notices to the Depositor, marked "Attention:
Administrative Trustees of CPL Capital I." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.

               Section 1009.  AGREEMENT NOT TO PETITION.

               Each of the Trustees and the Depositor agree for the benefit of
the Securityholders that, until at least one year and one day after the Trust
has been terminated in accordance with Article IX, they shall not file, or join
in the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 1009, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor (which expense shall be paid prior to the filing), it shall
file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Depositor against the Trust or the commencement
of such action and raise the defense that the Depositor has agreed in writing
not to take such action and should be stopped and precluded therefrom. The
provisions of this Section 1009 shall survive the termination of this Trust
Agreement.

               Section 1010.   TRUST INDENTURE ACT; CONFLICT WITH TRUST 
                               INDENTURE ACT.

               (a) This Trust Agreement is subject to the provisions of the
Trust Indenture Act that are required to be part of this Trust Agreement and
shall, to the extent applicable, be governed by such provisions.

               (b)     The Property Trustee shall be the only Trustee which is a
trustee for the purposes of the Trust Indenture Act.

               (c) If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required
provision shall control. If any provision of this Trust Agreement modifies or
excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Trust Agreement
as so modified or to be excluded, as the case may be.

               (d) The application of the Trust Indenture Act to this Trust
Agreement shall not affect the nature of the Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

               Section 1011.  ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE
                              AND INDENTURE.

               THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.

               Section 1012. COUNTERPARTS.


               This Trust Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all counterparts shall together constitute but one and the same instrument.

                             CENTRAL POWER AND LIGHT COMPANY


                             By:    _________________________________
                                    Name:    Wendy G. Hargus
                                    Title:    Treasurer

                             THE BANK OF NEW YORK
                             as Property Trustee



                             By:    _________________________________
                                    Name:
                                    Title:

                             THE BANK OF NEW YORK (DELAWARE)
                             as Delaware Trustee


                             By:    _________________________________
                                    Name:
                                    Title:




                             Wendy G. Hargus, as Administrative Trustee




                             R. Russell Davis, as Administrative Trustee









                                                                      EXHIBIT A




                              CERTIFICATE OF TRUST

                                       OF

                                  CPL CAPITAL I


               THIS CERTIFICATE OF TRUST of CPL Capital I (the "Trust"), dated
________ __, 1997, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. ss. 3801 et seq.).

               1.      Name.  The name of the business trust being formed hereby
is CPL Capital I.

               2. Delaware Trustee. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware are The
Bank of New York (Delaware), 23 White Clay Center, Newark, New Castle County,
Delaware 19711.

               3.      Counterparts.  This Certificate of Trust may be executed
in one or more counterparts, all of which together constitute one and the same 
instrument.

               4.      Effective Date.  This Certificate of Trust shall be 
effective as of its filing.

               IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.


                                   THE BANK OF NEW YORK,
                                   as Trustee



                                   By _____________________________________
                                      Name:
                                      Title:




                                   THE BANK OF NEW YORK (DELAWARE)
                                   as Trustee




                                   By _____________________________________
                                      Name:
                                      Title:




                                Wendy G. Hargus, not in her individual capacity,
                                but solely as Administrative Trustee










                                                                      EXHIBIT B


                                                                 ________, 1997





The Depository Trust Company, 
55 Water Street, 49th Floor, 
New York, New York 10041-0099.

Attention:[             ]
           General Counsel's Office


Re:     CPL Capital I Cumulative
        QUARTERLY INCOME PREFERRED SECURITIES, SERIES A

Ladies and Gentlemen:

               The purpose of this letter is to set forth certain matters
relating to the issuance and deposit with The Depository Trust Company
("DEPOSITORY TRUST COMPANY") of CPL Capital I [ ]% Cumulative Quarterly Income
Preferred Securities, Series A (the "Preferred Securities"), of CPL Capital I, a
Delaware business trust (the "Issuer"), created pursuant to a Trust Agreement
between Central Power and Light Company, a Texas corporation ("CPL"), The Bank
of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee and the Administrative Trustees named therein. The payment of
distributions on the Preferred Securities and payments due upon liquidation of
Issuer or redemption of the Preferred Securities, to the extent the Issuer has
funds available for the payment thereof, are guaranteed by CPL to the extent set
forth in a Guarantee Agreement dated [ ], 1997 by CPL with respect to the
Preferred Securities. CPL and the Issuer propose to sell the Preferred
Securities to certain Underwriters (the "Underwriters") pursuant to an
Underwriting Agreement dated [ ], 1997 by and among the Underwriters, the Issuer
and CPL, and the Underwriters wish to take delivery of the Preferred Securities
through DEPOSITORY TRUST COMPANY. The Bank of New York acting as transfer agent
and registrar with respect to the Preferred Securities (the "Transfer Agent and
Registrar").

               To induce DEPOSITORY TRUST COMPANY to accept the Preferred
Securities as eligible for deposit at DEPOSITORY TRUST COMPANY, and to act in
accordance with DEPOSITORY TRUST COMPANY's rules with respect to the Preferred
Securities, the Issuer, the Transfer Agent and Registrar and DEPOSITORY TRUST
COMPANY agree among each other as follows:

               1. Prior to the closing of the sale of the Preferred Securities
to the Underwriters, which is expected to occur on or about [ ], 1997, there
shall be deposited with DEPOSITORY TRUST COMPANY one or more global certificates
(individually and collectively, the "Global Certificate") registered in the name
of DEPOSITORY TRUST COMPANY's Preferred Securities nominee, Cede & Co.,
representing an aggregate of [ ] Preferred Securities and bearing the following
legend:

               Unless this certificate is presented by an authorized
               representative of The Depository Trust Company, a New York
               corporation ("DEPOSITORY TRUST COMPANY"), to Issuer or its agent
               for registration of transfer, exchange, or payment, and any
               certificate issued is registered in the name of Cede & Co. or in
               such other name as is requested by an authorized representative
               of DEPOSITORY TRUST COMPANY (and any payment is made to Cede &
               Co. or to such other entity as is requested by an authorized
               representative of DEPOSITORY TRUST COMPANY), ANY TRANSFER,
               PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
               PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
               & Co., has an interest herein.

               2. The Amended and Restated Trust Agreement of the Issuer
provides for the voting by holders of the Preferred Securities under certain
limited circumstances. The Issuer shall establish a record date for such
purposes and shall, to the extent possible, give DEPOSITORY TRUST COMPANY notice
of such record date not less than 15 calendar days in advance of such record
date.

               3. In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation of
all or any part of the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DEPOSITORY TRUST COMPANY a notice of
such event at least 5 business days prior to the effective date of such event.

               4. In the event of distribution on, or an offering or issuance of
rights with respect to, the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DEPOSITORY TRUST COMPANY a notice
specifying: (a) the amount of and conditions, if any, applicable to the payment
of any such distribution or any such offering or issuance of rights; (b) any
applicable expiration or deadline date, or any date by which any action on the
part of the holders of Preferred Securities is required; and (c) the date any
required notice is to be mailed by or on behalf of the Issuer to holders of
Preferred Securities or published by or on behalf of the Issuer (whether by mail
or publication, the "Publication Date"). Such notice shall be sent to DEPOSITORY
TRUST COMPANY by a secure means (E.G., legible telecopy, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DEPOSITORY TRUST COMPANY's possession no later than the close of business
on the business day before the Publication Date. The Issuer or the Transfer
Agent and Registrar will forward such notice either in a separate secure
transmission for each CUSIP number or in a secure transmission of multiple CUSIP
numbers (if applicable) that includes a manifest or list of each CUSIP number
submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of such
notice.) The Publication Date shall be not less than 30 calendar days nor more
than 60 calendar days prior to the payment of any such distribution or any such
offering or issuance of rights with respect to the Preferred Securities. After
establishing the amount of payment to be made on the Preferred Securities, the
Issuer or the Transfer Agent and Registrar will notify DEPOSITORY TRUST
COMPANY's Dividend Department of such payment 5 business days prior to payment
date. The notices provided for in this paragraph shall be sent as described in
Section 9.

               5. In the event of a redemption by the Issuer of the Preferred
Securities, notice specifying the terms of the redemption and the Publication
Date of such notice shall be sent by the Issuer or the Transfer Agent and
Registrar to DEPOSITORY TRUST COMPANY not less than 30 calendar days prior to
such event by a secure means in the manner set forth in paragraph 4. Such
redemption notice shall be sent to DEPOSITORY TRUST COMPANY's Call Notification
Department at (516) 227-4164 or (516) 227-4190, and receipt of such notice shall
be confirmed by telephoning (516) 227-4070. Notice by mail or by any other means
shall be sent to:

               Call Notification Department
               The Depository Trust Company
               711 Stewart Avenue
               Garden City, New York  11530-4719

               6. In the event of any invitation to tender the Preferred
Securities, notice specifying the terms of the tender and the Publication Date
of such notice shall be sent by the Issuer or the Transfer Agent and Registrar
to DEPOSITORY TRUST COMPANY by a secure means and in a timely manner as
described in paragraph 4. Notices to DEPOSITORY TRUST COMPANY pursuant to this
paragraph and notices of other corporate actions (including mandatory tenders,
exchanges and capital changes), shall be sent, unless notification to another
department is expressly provided for herein, by telecopy to DEPOSITORY TRUST
COMPANY's Reorganization Department at (212) 709-1093 or (212) 709-1094 and
receipt of such notice shall be confirmed by telephoning (212) 709-6884, or by
mail or any other means to:

               Manager, Reorganization Department
               Reorganization Window
               The Depository Trust Company
               7 Hanover Square, 23rd Floor
               New York, New York  10004-2695

               7. All notices and payment advices sent to DEPOSITORY TRUST
COMPANY shall contain the CUSIP number or numbers of the Preferred Securities
and the accompanying designation of the Preferred Securities, which, as of the
date of this letter, is "CPL Capital I [ ]% Cumulative Quarterly Income
Preferred Securities, Series A."

               8. The Issuer or the Transfer Agent and Registrar shall provide
automated notification of CUSIP-level detail for Distribution payments to
DEPOSITORY TRUST COMPANY no later than noon (Eastern Time) on the payment date.

               9. Distribution payments shall be received by Cede & Co. as
nominee of DEPOSITORY TRUST COMPANY, or its registered assigns, in same-day
funds or the equivalent no later than 2:30 p.m. (Eastern Time) on each payment
date. Absent any other arrangements between the Issuer and DEPOSITORY TRUST
COMPANY, such funds shall be wired as follows:

                       The Chase Manhattan Bank
                       ABA 021000128
                       For credit to A/C The Depository Trust Company
                       Dividend Deposit Account 066-026776

The Issuer or the Transfer Agent and Registrar shall provide Distribution
payment information to a standard announcement service subscribed to by
DEPOSITORY TRUST COMPANY. In the unlikely event that no such service exists, the
Issuer agrees that it or the Transfer Agent and Registrar shall provide this
information directly to DEPOSITORY TRUST COMPANY in advance of the Distribution
payment date as soon as the information is available. This information should be
conveyed directly to DEPOSITORY TRUST COMPANY electronically. If electronic
transmission is not available, such information should be sent by telecopy to
DEPOSITORY TRUST COMPANY's Dividend Department at (212) 709-1723 or (212)
709-1686, and receipt of such notices shall be confirmed by telephoning (212)
709-1270. Notices to DEPOSITORY TRUST COMPANY pursuant to the above by mail or
by any other means shall be sent to:

                       Manager: Announcements
                       Dividend Department
                       The Depository Trust Company
                       7 Hanover Square, 22nd Floor
                       New York, NY 10004-2695

               10.     DEPOSITORY TRUST COMPANY shall receive maturity and
redemption payments and CUSIP-level detail on the payable date in same day funds
by 2:30 p.m. (Eastern Time).  Absent any other arrangements between the Transfer
Agent and Registrar and DEPOSITORY TRUST COMPANY, such payments shall be wired 
as follows:

                       The Chase Manhattan Bank
                       ABA 021000128
                       For credit to A/C The Depository Trust Company
                       Redemption Account 066-027306

in accordance with existing SDFS payment procedures in the manner set forth in
DEPOSITORY TRUST COMPANY's SDFS PAYING AGENT OPERATING PROCEDURES, a copy of
which has previously been furnished to the Transfer Agent and Registrar.

               11. DEPOSITORY TRUST COMPANY shall receive all reorganization
payments and CUSIP-level detail resulting from corporation actions (such as
tender offers or mergers) on the first payable date in same-day funds by 2:30
p.m. (Eastern Time). Absent any other arrangements between the Transfer Agent
and Registrar and DEPOSITORY TRUST COMPANY, such payments shall be wired as
follows:

                       The Chase Manhattan Bank
                       ABA 021000128
                       For credit to A/C The Depository Trust Company
                       Reorganization Account 066-027608

               12. DEPOSITORY TRUST COMPANY may by prior written notice direct
the Issuer and the Transfer Agent and Registrar to use any other telecopy number
or address of DEPOSITORY TRUST COMPANY as the number or address to which notices
or payments may be sent.

               13. In the event of a conversion, redemption, or any other
similar transaction (E.G., tender made and accepted in response to the Issuer's
or the Transfer Agent and Registrar's invitation) necessitating a reduction in
the aggregate number of Preferred Securities outstanding evidenced by the Global
Certificate, DEPOSITORY TRUST COMPANY, in its discretion: (a) may request the
Issuer or the Transfer Agent and Registrar to issue and countersign a new Global
Certificate; or (b) may make an appropriate notation on the Global Certificate
indicating the date and amount of such reduction.

               14. DEPOSITORY TRUST COMPANY may discontinue its services as a
securities depositary with respect to the Preferred Securities at any time by
giving at least 90 days' prior written notice to the Issuer and the Transfer
Agent and Registrar (at which time DEPOSITORY TRUST COMPANY will confirm with
the Issuer or the Transfer Agent and Registrar the aggregate number of Preferred
Securities deposited with it) and discharging its responsibilities with respect
thereto under applicable law. Under such circumstances, the Issuer may determine
to make alternative arrangements for book-entry settlement for the Preferred
Securities, make available one or more separate global certificates evidencing
Preferred Securities to any Participant having Preferred Securities credited to
its DEPOSITORY TRUST COMPANY account, or issue definitive Preferred Securities
to the beneficial holders thereof, and in any such case, DEPOSITORY TRUST
COMPANY agrees to cooperate fully with the Issuer and the Transfer Agent and
Registrar and to return the Global Certificate, duly endorsed for transfer as
directed by the Issuer or the Transfer Agent and Registrar, together with any
other documents of transfer reasonably requested by the Issuer or the Transfer
Agent and Registrar.

               15. In the event that the Issuer determines that beneficial
owners of Preferred Securities shall be able to obtain definitive Preferred
Securities, the Issuer or the Transfer Agent and Registrar shall notify
DEPOSITORY TRUST COMPANY of the availability of certificates. In such event, the
Issuer or the Transfer Agent and Registrar shall issue, transfer and exchange
certificates in appropriate amounts, as required by DEPOSITORY TRUST COMPANY and
others, and DEPOSITORY TRUST COMPANY agrees to cooperate fully with the Issuer
and the Transfer Agent and Registrar and to return the Global Certificate, duly
endorsed for transfer as directed by the Issuer or the Transfer Agent and
Registrar, together with any other documents of transfer reasonably requested by
the Issuer or the Transfer Agent and Registrar.

               16. The Issuer: (a) understands that DEPOSITORY TRUST COMPANY has
no obligation to, and will not, communicate to its Participants or to any person
having an interest in the Preferred Securities any information contained in the
Preferred Security certificate(s); and (b) acknowledges that neither DEPOSITORY
TRUST COMPANY's Participants nor any person having an interest in the Preferred
Securities shall be deemed to have notice of the provisions of the Preferred
Security certificate(s) by virtue of submission of such certificate(s) to
DEPOSITORY TRUST COMPANY.

               17. This letter may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



        Nothing herein shall be deemed to require the Transfer Agent and
Registrar to advance funds on behalf of CPL Capital I.

                                        Very truly yours,

                                        CPL CAPITAL I
                                        (As Issuer)


                                        By
                                            Name: [            ]
                                            Title: Administrative Trustee

                                        THE BANK OF NEW YORK,
                                        AS PROPERTY TRUSTEE


                                        (As Transfer Agent and Registrar)


                                        By:
                                             Name:
                                             Title:

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By
    Authorized Officer




                                                                      EXHIBIT C
                      THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number                                  Number of Common Securities
        C-1
                    Certificate Evidencing Common Securities

                                       of

                                  CPL Capital I

                             [ ]% Common Securities
                  (liquidation amount $25 per Common Security)

               CPL Capital I, a statutory business trust created under the laws
of the State of Delaware (the "Trust") hereby certifies that Central Power and
Light Company (the "Holder") is the registered owner of
______________________________________ (_______________) common securities of
the Trust representing undivided beneficial interests in the assets of the Trust
and designated the [ ]% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). In accordance with Section 510 of the Trust
Agreement (as defined below) the Common Securities are not transferable and any
attempted transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of [ ], 1997, as the same may be amended from time to time (the "Trust
Agreement"), including the designation of the terms of the Common Securities as
set forth therein. The Trust will furnish a copy of the Trust Agreement to the
Holder without charge upon written request to the Trust at its principal place
of business or registered office.

               Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder.

               IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this ________ day of ______, _____.

                                                     CPL CAPITAL I


                                                     By:
                                                         Name:
                                                         Administrative Trustee




                                                                      EXHIBIT D


                    AGREEMENT AS TO EXPENSES AND LIABILITIES



               AGREEMENT dated as of [ ], 1997, between Central Power and Light
Company, a Texas corporation ("CPL"), and CPL Capital I, a Delaware business
trust (the "Trust").

               WHEREAS, the Trust intends to issue its Common Securities (the
"Common Securities") to, and receive Debentures (as defined in the Trust
Agreement) from, CPL and to issue and sell [ ]% Cumulative Quarterly Income
Preferred Securities, Series A (the "Preferred Securities") with such powers,
preferences and special rights and restrictions as are set forth in the Amended
and Restated Trust Agreement of the Trust dated as of [ ], 1997 as the same may
be amended from time to time (the "Trust Agreement");

               WHEREAS, CPL will directly or indirectly own all of the Common 
Securities of Trust and will issue the Debentures;

               NOW, THEREFORE, in consideration of the purchase by each holder
of the Preferred Securities, which purchase CPL hereby agrees shall benefit CPL
and which purchase CPL acknowledges will be made in reliance upon the execution
and delivery of this Agreement, CPL, including in its capacity as holder of the
Common Securities, and the Trust hereby agree as follows:

                                    ARTICLE I

               Section 1.1.   GUARANTEE BY CPL.

               Subject to the terms and conditions hereof, CPL, including in its
capacity as holder of the Common Securities, hereby irrevocably and
unconditionally guarantees to each person or entity to whom the Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment,
when and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust, other than obligations of the Trust to pay to holders
of any Preferred Securities or other similar interests in the Trust the amounts
due such holders pursuant to the terms of the Preferred Securities or such other
similar interests, as the case may be. This Agreement is intended to be for the
benefit of, and to be enforceable by, all such Beneficiaries, whether or not
such Beneficiaries have received notice hereof.

               Section 1.2.   TERM OF AGREEMENT.

               This Agreement shall terminate and be of no further force and
effect upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the date on which there
are no Beneficiaries remaining; PROVIDED, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Preferred Securities or any Beneficiary must restore payment
of any sums paid under the Preferred Securities, under any Obligation, under the
Guarantee Agreement dated the date hereof by CPL and The Bank of New York as
guarantee trustee or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.

               Section 1.3.   WAIVER OF NOTICE.

               CPL hereby waives notice of acceptance of this Agreement and of
any Obligation to which it applies or may apply, and CPL hereby waives
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

               Section 1.4.   NO IMPAIRMENT.

               The obligations, covenants, agreements and duties of CPL under
this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

               (a)     the extension of time for the payment by the Trust of all
or any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;

               (b) any failure, omission, delay or lack of diligence on the part
of the Beneficiaries to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

               (c) the voluntary or involuntary liquidation, dissolution, sale
of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt of, or other similar proceedings affecting, the Trust or any of the
assets of the Trust.

There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, CPL with respect to the happening of any of the foregoing.

               Section 1.5.   ENFORCEMENT.

               A Beneficiary may enforce this Agreement directly against CPL and
CPL waives any right or remedy to require that any action be brought against the
Trust or any other person or entity before proceeding against CPL.

                                   ARTICLE II

               Section 2.1.   BINDING EFFECT.

               All guarantees and agreements contained in this Agreement shall
bind the successors, assigns, receivers, trustees and representatives of CPL and
shall inure to the benefit of the Beneficiaries.

               Section 2.2.   AMENDMENT.

               So long as there remains any Beneficiary or any Preferred
Securities of any series are outstanding, this Agreement shall not be modified
or amended in any manner adverse to such Beneficiary or to the holders of the
Preferred Securities.

               Section 2.3.   NOTICES.

               Any notice, request or other communication required or permitted
to be given hereunder shall be given in writing by delivering the same against
receipt therefor by facsimile transmission (confirmed by mail), telex or by
registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed or upon receipt of an answer-back, if sent by telex):

               CPL Capital I
               c/o The Bank of New York
               101 Barclay Street
               New York, NY 10286
               Facsimile No:  (212) 815-5915
               Attention: Corporate Trust Trustee Administration

               Central Power and Light Company
               c/o Central and South West Corporation
               1616 Woodall Rodgers Freeway
               Dallas, Texas 75202
               Facsimile No: (214) 777-1223
               Attention:  Director, Finance

               Section 2.4 This agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York (without regard
to conflict of laws principles).

               THIS AGREEMENT is executed as of the day and year first above
written.

                                       CENTRAL POWER AND LIGHT COMPANY


                                       By:
                                                Name:    [                 ]
                                                Title:   Treasurer


                                       CPL CAPITAL I



                                       By:
                                                Name:  [                 ]
                                                Title:    Administrative Trustee






                                                                      EXHIBIT E


               IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT -
This Preferred Security is a Global Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository. This
Preferred Security is exchangeable for Preferred Securities registered in the
name of a person other than the Depository or its nominee only in the limited
circumstances described in the Trust Agreement (as defined below) and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

               Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York) to
CPL Capital I or its agent for registration of transfer, exchange or payment,
and any Preferred Security issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

    Certificate Number                           Number of Preferred Securities
           P-
                                                      CUSIP NO. [         ]

                   Certificate Evidencing Preferred Securities

                                       of

                                  CPL Capital I

             [ ]% Cumulative Quarterly Income Preferred Securities,
                                    Series A
               (liquidation preference $25 per Preferred Security)

               CPL Capital I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that _____________ (the
"Holder") is the registered owner of ________ (______) preferred securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated CPL Capital I [ ]% Cumulative Quarterly Income Preferred
Securities, Series A (liquidation preference $25 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 504 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of [ ], 1997, as the same may be amended
from time to time (the "Trust Agreement"), including the designation of the
terms of Preferred Securities as set forth therein. The Holder is entitled to
the benefits of the Guarantee Agreement entered into by Central Power and Light
Company, a Texas corporation, and The Bank of New York, as guarantee trustee,
dated as of [ ], 1997 (the "Guarantee"), to the extent provided therein. The
Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.

               Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder.

               IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this__________ day of ___________, _____.

                                  CPL CAPITAL I


                                  By:
                                         Name:
                                         Title:     Administrative Trustee





                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security to:


------------------------------------------------------------------------------

------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)


------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------
(Insert address and zip code of assignee)

and irrevocably appoints

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of the 
Trust.  The agent may substitute another to act for him or her.


Date:

Signature:
(Sign exactly as your name appears on the other side of this Preferred 
Securities Certificate)

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCK BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
SEC RULE 17Ad-15.