<PAGE>
 
                                                            EXHIBIT 4 (ll)

                              ENSERCH Corporation

                             OFFICER'S CERTIFICATE


         Robert S. Shapard, the Treasurer of ENSERCH Corporation (the
"Company"), pursuant to the authority granted in the Board Resolutions of the
Company dated December 17, 1997, and Sections 201 and 301 of the Indenture
defined herein, does hereby certify to The Bank of New York (the "Trustee"), as
Trustee under the Indenture of the Company (For Unsecured Debt Securities) dated
as of January 1, 1998 (the "Indenture") that:


1.       The securities of the first series to be issued under the Indenture
         shall be designated "6 1/4% Series A Notes due January 1, 2003" (the
         "Series A Notes"). All capitalized terms used in this certificate which
         are not defined herein but are defined in the Indenture shall have the
         meanings set forth in the Indenture;

         2.       The Series A Notes shall be limited in aggregate principal
                  amount to $125,000,000 at any time Outstanding, except as
                  contemplated in Section 301(b) of the Indenture;

         3.       The Series A Notes shall mature and the principal shall be due
                  and payable together with all accrued and unpaid interest
                  thereon on January 1, 2003;

         4.       The Series A Notes shall bear interest, at the rate of 6 1/4%
                  per annum payable semi-annually on July 1 and January 1 of
                  each year (each, an "Interest Payment Date") commencing July
                  1, 1998. The amount of interest payable for any such period
                  will be computed on the basis of a 360-day year of twelve 30-
                  day months. Interest on the Series A Notes will accrue from
                  the date of issuance thereof but if interest has been paid on
                  such Series A Notes, then from the most recent Interest
                  Payment Date to which interest has been paid or duly provided
                  for. In the event that any Interest Payment Date is not a
                  Business Day, then payment of interest payable on such date
                  will be made on the next succeeding day which is a Business
                  Day (and without any interest or other payment in respect of
                  such delay), with the same force and effect as if made on such
                  Interest Payment Date;

         5.       Each installment of interest on a Series A Note shall be
                  payable to the Person in whose name such Series A Note is
                  registered at the close of business on the 15th day of the
                  calender month next preceding the corresponding Interest
                  Payment Date (the "Regular Record Date") for the Series A
                  Notes. Any installment of interest on the Series A Notes not
                  punctually paid or duly provided for shall forthwith cease to
                  be payable to the Holders of such Series A Notes on such
                  Regular Record Date, and may be paid to the Persons in whose
                  name the Series A Notes are registered at the close of
                  business on a Special Record Date to be fixed by the Trustee
                  for the payment of such Defaulted Interest. Notice of such
                  Defaulted Interest and Special Record Date shall be given to
<PAGE>
 
                  the Holders of the Series A Notes not less than 10 days prior
                  to such Special Record Date, or may be paid at any time in any
                  other lawful manner not inconsistent with the requirements of
                  any securities exchange on which the Series A Notes may be
                  listed, and upon such notice as may be required by such
                  exchange, all as more fully provided in the Indenture;

         6.       The principal and each installment of interest on the Series A
                  Notes shall be payable at, and registration and registration
                  of transfers and exchanges in respect of the Series A Notes
                  may be effected at, the office or agency of the Company in The
                  City of New York; provided that payment of interest may be
                  made at the option of the Company by check mailed to the
                  address of the persons entitled thereto. Notices and demands
                  to or upon the Company in respect of the Series A Notes may be
                  served at the office or agency of the Company in The City of
                  New York. The Corporate Trust Office of the Trustee will
                  initially be the agency of the Company for such payment,
                  registration and registration of transfers and exchanges and
                  service of notices and demands and the Company hereby appoints
                  the Trustee as its agent for all such purposes; provided,
                  however, that the Company reserves the right to change, by one
                  or more Officer's Certificates, any such office or agency and
                  such agent. The Trustee will be the Security Registrar and the
                  Paying Agent for the Series A Notes;

         7.       The Series A Notes will be redeemable as a whole at any time
                  or in part from time to time, at the option of the Company, at
                  a Redemption Price equal to the greater of (i) 100% of the
                  principal amount of such Series A Notes, and (ii) the sum of
                  the present values of the remaining scheduled payments of
                  principal and interest thereon from the Redemption Date to the
                  maturity date, computed by discounting such payments, in each
                  case, to the Redemption Date on a semiannual basis (assuming a
                  360-day year consisting of twelve 30-day months) at the
                  Treasury Rate plus 10 basis points, plus, in each case,
                  accrued interest on the principal amount thereof to the
                  Redemption Date.

                  "Treasury Rate" means, with respect to any Redemption Date,
                  the rate per annum equal to the semiannual equivalent yield to
                  maturity of the Comparable Treasury Issue, assuming a price
                  for the Comparable Treasury Issue (expressed as a percentage
                  of its principal amount) equal to the Comparable Treasury
                  Price for such Redemption Date.

                  "Comparable Treasury Issue" means the United States Treasury
                  security selected by an Independent Investment Banker as
                  having a maturity comparable to the remaining term of the
                  Series A Notes to be redeemed that would be utilized, at the
                  time of selection and in accordance with customary financial
                  practice, in pricing new issues of corporate debt securities
                  of comparable maturity to the remaining term of such Series A
                  Notes. "Independent Investment Banker" means one of the
                  Reference Treasury Dealers appointed by the Trustee after
                  consultation with the Company.

                  "Comparable Treasury Price" means, with respect to any
                  Redemption Date, (i) the average of the bid and asked prices
                  for the Comparable Treasury Issue (expressed in each case as a
                  percentage of its principal amount) on the third business day
                  preceding such Redemption Date, as set forth in the daily
                  statistical release (or any successor

                                      -2-
<PAGE>
 
                  release) published by the Federal Reserve Bank of New York and
                  designated "Composite 3:30 p.m. Quotations for U.S. Government
                  Securities" or (ii) if such release (or any successor release)
                  is not published or does not contain such prices on such
                  business day, the average of the Reference Treasury Dealer
                  Quotations actually obtained by the Trustee for such
                  Redemption Date. "Reference Treasury Dealer Quotations" means,
                  with respect to each Reference Treasury Dealer and any
                  Redemption Date, the average, as determined by the Trustee, of
                  the bid and asked prices for the Comparable Treasury Issue
                  (expressed in each case as a percentage of its principal
                  amount) quoted in writing to the Trustee by such Reference
                  Treasury Dealer at 5:00 p.m. on the third business day
                  preceding such Redemption Date.

                  "Reference Treasury Dealer" means each of Merrill Lynch,
                  Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co.,
                  Lehman Brothers, Inc. and Salomon Brothers Inc and their
                  respective successors; provided, however, that if any of the
                  foregoing shall cease to be a primary U.S. Government
                  securities dealer in New York City (a "Primary Treasury
                  Dealer"), the Company shall substitute therefor another
                  Primary Treasury Dealer.

                  Notice of any redemption of Series A Notes will be mailed at
                  least 30 days but no more than 60 days before the Redemption
                  Date to each holder of Series A Notes to be redeemed.

                  Unless the Company defaults in payment of the Redemption
                  Price, on and after the Redemption Date interest will cease to
                  accrue on the Series A Notes or portions thereof called for
                  redemption.

                  The Company shall deliver to the Trustee before any Redemption
                  Date for Series A Notes its calculation of the Redemption
                  Price applicable to such redemption. Except with respect to
                  the obligations of the Trustee expressly set forth in the
                  foregoing definitions of "Comparable Treasury Issue" and
                  "Comparable Treasury Price," the Trustee shall be under no
                  duty to inquire into, may presume the correctness of, and
                  shall be fully protected in acting upon the Company's
                  calculation of any Redemption Price of the Series A Notes.

                  In lieu of stating the Redemption Price, notices of redemption
                  of Series A Notes shall state substantially the following:
                  "The Redemption Price of the Series A Notes to be redeemed
                  shall equal the greater of (i) 100% of the principal amount of
                  such Series A Notes, and (ii) the sum of the present values of
                  the remaining scheduled payments of principal and interest
                  thereon from the Redemption Date to the maturity date,
                  computed by discounting such payments, in each case, to the
                  Redemption Date on a semiannual basis (assuming a 360-day year
                  consisting of twelve 30-day months) at the Treasury Rate (as
                  defined in the Indenture) plus 10 basis points."

                  Except as provided herein, Article Four of the Indenture shall
                  apply to redemptions of Series A Notes.

                                      -3-
<PAGE>
 
         8.       The Series A Notes will be originally issued in global form
                  payable to Cede & Co. and will, unless and until the Series A
                  Notes are exchanged in whole or in part for certificated
                  Series A Notes registered in the names of various beneficial
                  holders thereof (in accordance with the conditions set forth
                  in the legend appearing in the form of the Series A Notes,
                  hereto attached as Exhibit A), contain restrictions on
                  transfer, substantially as described in such form;

         9.       No service charge shall be made for the registration of
                  transfer or exchange of the Series A Notes; provided, however,
                  that the Company may require payment of a sum sufficient to
                  cover any tax or other governmental charge that may be imposed
                  in connection with the exchange or transfer;

         10.      If the Company shall make any deposit of money and/or Eligible
                  Obligations with respect to any Series A Notes, or any portion
                  of the principal amount thereof, as contemplated by Section
                  701 of the Indenture, the Company shall not deliver an
                  Officer's Certificate described in clause (z) in the first
                  paragraph of said Section 701 unless the Company shall also
                  deliver to the Trustee, together with such Officer's
                  Certificate, either:

                           (A) an instrument wherein the Company,
                  notwithstanding the satisfaction and discharge of its
                  indebtedness in respect of the Series A Notes, shall assume
                  the obligation (which shall be absolute and unconditional) to
                  irrevocably deposit with the Trustee or Paying Agent such
                  additional sums of money, if any, or additional Eligible
                  Obligations (meeting the requirements of Section 701), if any,
                  or any combination thereof, at such time or times, as shall be
                  necessary, together with the money and/or Eligible Obligations
                  theretofore so deposited, to pay when due the principal of and
                  premium, if any, and interest due and to become due on such
                  Series A Notes or portions thereof, all in accordance with and
                  subject to the provisions of said Section 701; provided,
                  however, that such instrument may state that the obligation of
                  the Company to make additional deposits as aforesaid shall be
                  subject to the delivery to the Company by the Trustee of a
                  notice asserting the deficiency accompanied by an opinion of
                  an independent public accountant of nationally recognized
                  standing, selected by the Trustee, showing the calculation
                  thereof; or

                           (B) an Opinion of Counsel to the effect that, as a
                  result of a change in law occurring after the date of this
                  certificate, the Holders of such Series A Notes, or portions
                  of the principal amount thereof, will not recognize income,
                  gain or loss for United States federal income tax purposes as
                  a result of the satisfaction and discharge of the Company's
                  indebtedness in respect thereof and will be subject to United
                  States federal income tax on the same amounts, at the same
                  times and in the same manner as if such satisfaction and
                  discharge had not been effected.

         11.      The Series A Notes shall have such other terms and provisions
                  as are provided in the form set forth in Exhibit A hereto, and
                  shall be issued in substantially such form;

                                      -4-
<PAGE>
 
         12.      The undersigned has read all of the covenants and conditions
                  contained in the Indenture relating to the issuance of the
                  Series A Notes and the definitions in the Indenture relating
                  thereto and in respect of which this certificate is made;

         13.      The statements contained in this certificate are based upon
                  the familiarity of the undersigned with the Indenture, the
                  documents accompanying this certificate, and upon discussions
                  by the undersigned with officers and employees of the Company
                  familiar with the matters set forth herein;

         14.      In the opinion of the undersigned, he has made such
                  examination or investigation as is necessary to enable him to
                  express an informed opinion whether or not such covenants and
                  conditions have been complied with; and

         15.      In the opinion of the undersigned, such conditions and
                  covenants and conditions precedent, if any (including any
                  covenants compliance with which constitutes a condition
                  precedent) to the authentication and delivery of the Series A
                  Notes requested in the accompanying Company Order have been
                  complied with.

                                      -5-
<PAGE>
 
         IN WITNESS WHEREOF, I have executed this Officer's Certificate this
30th day of January, 1998.



                                               /s/ Robert S. Shapard
                                        ------------------------------------
                                                  Robert S. Shapard
                                                      Treasurer

                                      -6-
<PAGE>
 
No._______________
Cusip No.__________

                                                            EXHIBIT A

                        [FORM OF FACE OF SERIES A NOTE]



                 [(SEE LEGEND AT THE END OF THIS SECURITY FOR
             RESTRICTIONS ON TRANSFERABILITY AND CHANGE OF FORM)]

                              ENSERCH CORPORATION

                    6 1/4% SERIES A NOTES DUE JANUARY 1, 2003

         ENSERCH CORPORATION, a corporation duly organized and existing under
the laws of the State of Texas (herein referred to as the "Company", which term
includes any successor Person under the Indenture), for value received, hereby
promises to pay to [Cede & Co.] or registered assigns, the principal sum of
_______________________________________________Dollars on January 1, 2003, and
to pay interest on said principal sum, semi-annually on July 1 and January 1 of
each year, commencing July 1, 1998, at the rate of 6 1/4% per annum until the
principal hereof is paid or made available for payment. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day months. Interest on the Securities of this series will
accrue from January 30, 1998, to the first Interest Payment Date, and thereafter
will accrue from the last Interest Payment Date to which interest has been paid
or duly provided for. In the event that any Interest Payment Date is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of such delay) with the same force and effect as if made on
the Interest Payment Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the 15th day of the calendar month next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture referred to on the reverse hereof.

                  Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in The City of New York, the State of New York in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, provided, however, that, at the
option of the Company, interest on this Security may be paid by check mailed to
the address of the person entitled thereto, as such address shall appear on the
Security Register.


<PAGE>
 
                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

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

                                             ENSERCH CORPORATION


                                             By:_______________________

ATTEST:


____________________________


                    [FORM OF CERTIFICATE OF AUTHENTICATION]

                         CERTIFICATE OF AUTHENTICATION

Dated:

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

                                             THE BANK OF NEW YORK, as Trustee


                                             By:_______________________
                                                  Authorized Signatory


                                      -2-

<PAGE>
 
                      [FORM OF REVERSE OF SERIES A NOTE]


                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of January 1, 1998 (herein, together
with any amendments thereto, called the "Indenture", which term shall have the
meaning assigned to it in such instrument), between the Company and The Bank of
New York, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer's Certificate filed with
the Trustee on January 30, 1998 creating the series designated on the face
hereof, for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $125,000,000.

                  The Securities of this series will be redeemable as a whole at
any time or in part from time to time, at the option of the Company, at a
Redemption Price equal to the greater of (i) 100% of the principal amount of
such Securities of this series, and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon from the
Redemption Date to the maturity date, computed by discounting such payments, in
each case, to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points,
plus, in each case, accrued interest on the principal amount thereof to the
Redemption Date.

                  "Treasury Rate" means, with respect to any Redemption Date,
                  the rate per annum equal to the semiannual equivalent yield to
                  maturity of the Comparable Treasury Issue, assuming a price
                  for the Comparable Treasury Issue (expressed as a percentage
                  of its principal amount) equal to the Comparable Treasury
                  Price for such Redemption Date.

                  "Comparable Treasury Issue" means the United States Treasury
                  security selected by an Independent Investment Banker as
                  having a maturity comparable to the remaining term of the
                  Securities of this series to be redeemed that would be
                  utilized, at the time of selection and in accordance with
                  customary financial practice, in pricing new issues of
                  corporate debt securities of comparable maturity to the
                  remaining term of such Securities of this series. "Independent
                  Investment Banker" means one of the Reference Treasury Dealers
                  appointed by the Trustee after consultation with the Company.

                  "Comparable Treasury Price" means, with respect to any
                  Redemption Date, (i) the average of the bid and asked prices
                  for the Comparable Treasury Issue (expressed in each case as a
                  percentage of its principal amount) on the third business day
                  preceding such Redemption Date, as set forth in the daily
                  statistical release (or any successor release) published by
                  the Federal Reserve Bank of New York and designated "Composite
                  3:30 p.m. Quotations for U.S. Government Securities" or (ii)
                  if such release (or any successor release) is not published or
                  does not contain such prices on such business day, the average
                  of the Reference Treasury Dealer Quotations actually obtained
                  by the Trustee for such Redemption Date. "Reference Treasury
                  Dealer Quotations" means, with respect to each Reference
                  Treasury Dealer and any Redemption Date, the average, as
                  determined by the Trustee, of the bid and asked prices for the
                  Comparable Treasury Issue (expressed in each case as a
                  percentage of its


                                      -3-
<PAGE>
 
                  principal amount) quoted in writing to the Trustee by such
                  Reference Treasury Dealer at 5:00 p.m. on the third business
                  day preceding such Redemption Date.

                  "Reference Treasury Dealer" means each of Merrill Lynch,
                  Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co.,
                  Lehman Brothers, Inc. and Salomon Brothers Inc. and their
                  respective successors; provided, however, that if any of the
                  foregoing shall cease to be a primary U.S. Government
                  securities dealer in New York City (a "Primary Treasury
                  Dealer"), the Company shall substitute therefor another
                  Primary Treasury Dealer.

                  Notice of any redemption will be mailed at least 30 days but
                  no more than 60 days before the Redemption Date to each holder
                  of Securities of this series to be redeemed.

                  Unless the Company defaults in payment of the Redemption
                  Price, on and after the Redemption Date interest will cease to
                  accrue on the Securities of this series or portions thereof
                  called for redemption.

                  The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security upon compliance with certain
conditions set forth in the Indenture, including the Officer's Certificate
described above.

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of all series to be affected. The
Indenture contains provisions permitting the Holders of a majority in aggregate
principal amount of the Securities of all series then Outstanding to waive
compliance by the Company with certain restrictive provisions of the Indenture.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of a majority in aggregate principal
amount of the Securities of all series at the time Outstanding in respect of
which an Event of Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing a


                                      -4-
<PAGE>
 
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

                  The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor and of
authorized denominations, as requested by the Holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
absolute owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

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

                                      -5-
<PAGE>
 
                                    [LEGEND

         Unless and until this Security is exchanged in whole or in part for
certificated Securities registered in the names of the various beneficial
holders hereof as then certified to the Trustee by The Depository Trust Company
(55 Water Street, New York, New York) or its successor (the "Depositary"), this
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

         Unless this certificate is presented by an authorized representative of
the Depositary to the Company or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is registered in the name
of Cede & Co., or such other name as requested by an authorized representative
of the Depositary and any amount payable thereunder is made payable to Cede &
Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.

         This Security may be exchanged for certificated Securities registered
in the names of the various beneficial owners hereof if (a) the Depositary is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, or (b) the Company
elects to issue certificated Securities to beneficial owners. Any such exchange
shall be made upon receipt by the Trustee of a Company Order therefor and
certificated Securities of this series shall be registered in such names and in
such denominations as shall be certified to the Company and the Trustee by the
Depositary.]