SOUTHWESTERN ELECTRIC POWER COMPANY


                                       AND


                              THE BANK OF NEW YORK,


                                   AS TRUSTEE







                                    INDENTURE


                             DATED AS OF MAY 1, 1997






                         JUNIOR SUBORDINATED DEBENTURES


















                              CROSS-REFERENCE TABLE


  Section of
  Trust Indenture Act                             Section of
    OF 1939, AS AMENDED                            INDENTURE

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





                               TABLE OF CONTENTS*


                                                              PAGE

     RECITALS.................................................  1

     ARTICLE ONE
                            Definitions.......................  2

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

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

     SECTION 2.01.............................................  6
     SECTION 2.02.............................................  8
     SECTION 2.03.............................................  8
     SECTION 2.04............................................. 11
     SECTION 2.05............................................. 12
     SECTION 2.06............................................. 13
     SECTION 2.07............................................. 14
     SECTION 2.08............................................. 15
     SECTION 2.09............................................. 15
     SECTION 2.10............................................. 15
     SECTION 2.11............................................. 16
     SECTION 2.12.  .......................................... 19
     SECTION 2.13............................................. 19

     ARTICLE THREE
       Redemption of Debentures and Sinking Fund Provisions... 20

     SECTION 3.01............................................. 20
     SECTION 3.02............................................. 20
     SECTION 3.03............................................. 21
     SECTION 3.04............................................. 22
     SECTION 3.05............................................. 22
     SECTION 3.06............................................. 22
-----------
*        This Table of Contents does not constitute part of the Indenture and
         should not have any bearing upon the interpretation of any of its terms
         or provisions.

     ARTICLE FOUR
                Particular Covenants of the Company........... 23

     SECTION 4.01............................................. 23
     SECTION 4.02............................................. 23
     SECTION 4.03............................................. 23
     SECTION 4.04............................................. 25
     SECTION 4.05............................................. 25
     SECTION 4.06............................................. 25

     ARTICLE FIVE
        Debentureholders' Lists and Reports by the Company
                          and the Trustee..................... 26

     SECTION 5.01............................................. 26
     SECTION 5.02............................................. 26
     SECTION 5.03............................................. 28
     SECTION 5.04............................................. 29

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

     SECTION 6.01............................................. 30
     SECTION 6.02............................................. 33
     SECTION 6.03............................................. 35
     SECTION 6.04............................................. 35
     SECTION 6.05............................................. 36
     SECTION 6.06............................................. 36
     SECTION 6.07............................................. 37
     SECTION 6.08............................................. 38

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

     SECTION 7.01............................................. 38
     SECTION 7.02............................................. 40
     SECTION 7.03............................................. 42
     SECTION 7.04............................................. 42
     SECTION 7.05............................................. 42
     SECTION 7.06............................................. 43
     SECTION 7.07............................................. 43
     SECTION 7.08............................................. 44
     SECTION 7.09............................................. 44
     SECTION 7.10............................................. 44
     SECTION 7.11............................................. 46
     SECTION 7.12............................................. 47
     SECTION 7.13............................................. 48

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

     SECTION 8.01............................................. 48
     SECTION 8.02............................................. 49
     SECTION 8.03............................................. 49
     SECTION 8.04............................................. 49
     SECTION 8.05............................................. 50

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

     SECTION 9.01............................................. 50
     SECTION 9.02............................................. 52
     SECTION 9.03............................................. 53
     SECTION 9.04............................................. 53
     SECTION 9.05............................................. 53

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

     SECTION 10.01............................................ 53
     SECTION 10.02............................................ 54
     SECTION 10.03............................................ 55

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

     SECTION 11.01............................................ 55
     SECTION 11.02............................................ 56
     SECTION 11.03............................................ 57
     SECTION 11.04............................................ 58
     SECTION 11.05............................................ 58
     SECTION 11.06............................................ 58

     ARTICLE TWELVE
         Immunity of Incorporators, Stockholders, Officers
                           and Directors...................... 58

     SECTION 12.01............................................ 58

     ARTICLE THIRTEEN
                     Miscellaneous Provisions................. 59

     SECTION 13.01............................................ 59
     SECTION 13.02............................................ 59
     SECTION 13.03............................................ 59
     SECTION 13.04............................................ 60
     SECTION 13.05............................................ 60
     SECTION 13.06............................................ 60
     SECTION 13.07............................................ 61
     SECTION 13.08............................................ 61
     SECTION 13.09............................................ 61
     SECTION 13.10............................................ 61
     SECTION 13.11............................................ 61
     SECTION 13.12............................................ 61

     ARTICLE FOURTEEN
                    Subordination of Debentures............... 62

     SECTION 14.01............................................ 62
     SECTION 14.02............................................ 62
     SECTION 14.03............................................ 63
     SECTION 14.04............................................ 64
     SECTION 14.05............................................ 65
     SECTION 14.06............................................ 65
     SECTION 14.07............................................ 66
     SECTION 14.08............................................ 67







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

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

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

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

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE
                                   Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (8) the obligation, if any, of the Company to redeem or purchase
     Debentures of that series pursuant to any sinking fund or analogous
     provisions (including payments made in cash in anticipation of future
     sinking fund obligations) or at the option of a holder thereof and the
     period or periods within which, the price or prices at which and the terms
     and conditions upon which, Debentures of that series shall be redeemed or
     purchased, in whole or in part, pursuant to such obligation;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                  ARTICLE THREE
       Redemption of Debentures and Sinking Fund Provisions

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

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

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

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

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

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

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

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

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

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

          Section 3.06. Not less than 45 days prior to each sinking fund payment
date for any series of Debentures, the Company will deliver to the Trustee an
Officer's Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by delivering and crediting Debentures
of that series pursuant to Section 3.05 and the basis for such credit and will,
together with such Officer's Certificate, deliver to the Trustee any Debentures
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Debentures to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02. Such notice having been duly
given, the redemption of such Debentures shall be made upon the terms and in the
manner stated in Section 3.03.

                                  ARTICLE FOUR
                Particular Covenants of the Company

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

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

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

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

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

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

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

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

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

          (c) Anything in this Section to the contrary notwithstanding, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.06 and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such sums.

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

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

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

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

          Section 5.01. The Company will furnish or cause to be furnished to the
Trustee (a) on a quarterly basis on each regular record date (as defined in
Section 2.03) a list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of each series of Debentures as of such
regular record date; provided that the Company shall not be obligated to furnish
or cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Company and
(b) at such other times as the Trustee may request in writing within 30 days
after the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, no such list need be furnished for any series for
which the Trustee shall be the Debenture Registrar.

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

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

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

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

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

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

          (e) Each and every holder of the Debentures, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any paying agent nor any Debenture Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Debentures in accordance with the provisions of
Section 5.02(c), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 5.02(c).

          Section 5.03. (a) The Company covenants and agrees to file with the
Trustee, within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          FIRST:  To the payment of costs and expenses of
     collection and of all amounts payable to the Trustee
     under Section 7.06;

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

          THIRD:  To the Company.

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

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

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

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

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

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

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

          Section 6.08. All parties to this Indenture agree, and each holder of
any Debentures by his or her acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, any suit instituted by any Debentureholder, or group of
Debentureholders, holding more than 10% in aggregate principal amount of the
outstanding Debentures of any series, or any suit instituted by any
Debentureholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Debenture of such series, on or after the
respective due dates expressed in such Debenture or established pursuant to this
Indenture.

                                  ARTICLE SEVEN
                             Concerning the Trustee

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

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

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

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

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

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

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the holders of not less than a majority in principal amount of the
     Debentures of any series at the time outstanding relating to the time,
     method and place of conducting any proceeding for any remedy available to
     the Trustee, or exercising any trust or power conferred upon the Trustee
     under this Indenture with respect to the Debentures of that series; and

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

          (c) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.01.

          Section 7.02. Except as otherwise provided in Section 7.01:

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

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

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

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

          (e) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Debentureholders, pursuant to the provisions of this
Indenture, unless such Debentureholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing herein contained shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Debentures (which has not been cured
or waived) to exercise with respect to Debentures of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

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

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

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

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

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

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

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

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

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

          Section 7.05. Subject to the provisions of Section 11.06, all moneys
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree with the Company to pay thereon.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (b) In case of the appointment hereunder of a successor trustee with
respect to the Debentures of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Debentures of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which shall (1)
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debentures of that
or those series to which the appointment of such successor trustee relates, (2)
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Debentures of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Debentures of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debentures of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Debentures of that or those series to
which the appointment of such successor trustee relates.

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

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

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

          Section 7.12. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Debentures shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Debentures
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Debentures.

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

                                  ARTICLE EIGHT
                         Concerning the Debentureholders

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

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

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

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

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

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

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

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

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


                                  ARTICLE NINE
                             Supplemental Indentures

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

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

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

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

          (d) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Debenture outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision.

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

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

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

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

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

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

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

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

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


                                   ARTICLE TEN
                         Consolidation, Merger and Sale

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

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

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

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

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


                                 ARTICLE ELEVEN
                    Satisfaction and Discharge of Indenture;
                                Unclaimed Moneys

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

          (a)  both

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

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

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

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

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

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

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

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

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

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

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

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


                                 ARTICLE TWELVE
                Immunity of Incorporators, Stockholders, Officers
                                  and Directors

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


                                ARTICLE THIRTEEN
                            Miscellaneous Provisions

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

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

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

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

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

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

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

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

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

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

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

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

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


                                ARTICLE FOURTEEN
                           Subordination of Debentures

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                   SOUTHWESTERN ELECTRIC POWER COMPANY



                                   By:
                                         Wendy G. Hargus, Treasurer


Attest:


By:
    Marilyn Kirkland, Secretary



                                    THE BANK OF NEW YORK
                                        as Trustee


                                    By:
                                    Its:

Attest:


By:
Its:




STATE OF                 )
                         ) ss.
COUNTY OF                )

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

     Witness my hand and official seal.


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



STATE OF                 )
                         ) ss.
COUNTY OF                )

          On this day of , 1997 before me personally appeared Marilyn S.
Kirkland proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that
she executed the same in her authorized capacity and that by her signature on
the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

     Witness my hand and official seal.



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