EXHIBIT 4(e)

                         CENTRAL POWER AND LIGHT COMPANY

                                       and

                            THE BANK OF NEW YORK,
                                   AS TRUSTEE

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


                          SECOND SUPPLEMENTAL INDENTURE

                          Dated as of February 16, 2000


                          Supplemental to the Indenture
                        dated as of November 15, 1999


                          Floating Rate Notes Due 2002
<PAGE>

            SECOND  SUPPLEMENTAL  INDENTURE,  dated  as of  February  16,  2000,
between  CENTRAL  POWER AND LIGHT  COMPANY,  a  corporation  duly  organized and
existing under the laws of the State of Texas (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 under the Original  Indenture  referred to
below (the "Trustee").

                             RECITALS OF THE COMPANY

            The Company has heretofore  executed and delivered to the Trustee an
indenture dated as of November 15, 1999 (the "Original  Indenture"),  to provide
for the issuance from time to time of its  debentures,  notes or other evidences
of  indebtedness  (the  "Senior  Notes"),  the form and terms of which are to be
established as set forth in Section 201 and 301 of the Original Indenture.

            Section 901 of the Original Indenture provides,  among other things,
that the Company and the Trustee may enter into  indentures  supplemental to the
Original Indenture for, among other things, the purpose of establishing the form
and terms of the Senior Notes of any series as permitted in Sections 201 and 301
of the Original Indenture.

            The  Company  desires to create a series of the  Senior  Notes in an
aggregate  principal amount of up to $150,000,000 to be designated the "Floating
Rate Notes Due 2002" (the "Floating Rate Notes"),  and all action on the part of
the Company necessary to authorize the issuance of the Floating Rate Notes under
the Original  Indenture  and this Second  Supplemental  Indenture  has been duly
taken.

            All acts and things necessary to make the Floating Rate Notes,  when
executed  by the Company  and  completed,  authenticated  and  delivered  by the
Trustee as  provided in the  Original  Indenture  and this  Second  Supplemental
Indenture,  the valid and binding  obligations  of the Company and to constitute
these  presents  a  valid  and  binding  supplemental  indenture  and  agreement
according to its terms, have been done and performed.

            NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

That in  consideration of the premises and of the acceptance and purchase of the
Floating Rate Notes by the Holders  thereof and of the  acceptance of this trust
by the Trustee, the Company covenants and agrees with the Trustee, for the equal
benefit of the Holders of the Floating Rate Notes, as follows:


                                   ARTICLE ONE

                                   Definitions

      The use of the terms and  expressions  herein  is in  accordance  with the
definitions,  uses and constructions contained in the Original Indenture and the
form of the Floating Rate Notes attached hereto as Exhibit A.


                                   ARTICLE TWO

            Terms and Issuance of the Floating Rate Notes Due 2002

SECTION 201. Issue of Floating Rate Notes.

      A series of Senior  Notes which shall be  designated  the  "Floating  Rate
Notes Due 2002" shall be executed, authenticated and delivered from time to time
in accordance  with the  provisions of, and shall in all respects be subject to,
the terms,  conditions and covenants of, the Original  Indenture and this Second
Supplemental  Indenture  (including  the form of  Global  Security  set forth in
Exhibit A hereto).  The  aggregate  principal  amount of the Floating Rate Notes
which  may  be  authenticated  and  delivered  under  this  Second  Supplemental
Indenture  shall not,  except as  permitted  by the  provisions  of the Original
Indenture, exceed $150,000,000.

SECTION 202. Form of Floating Rate Notes; Incorporation of Terms.

            The form of the Floating  Rate Notes shall be  substantially  in the
form of Exhibit A attached  hereto.  The terms of such  Floating  Rate Notes are
herein  incorporated  by  reference  and are  part of this  Second  Supplemental
Indenture.

SECTION 203. Depositary for Global Securities.

            The Depositary for any Global Securities of the series of which this
Floating Rate Note is a part shall be the  Depository  Trust Company in The City
of New York.

SECTION 204. Restrictions on Liens.

      The covenant  contained in Section 1007 of the Original Indenture shall be
applicable to the Floating Rate Notes.

SECTION 205. Place of Payment.

            The Place of Payment in respect of the  Floating  Rate Notes will be
at the principal  office or place of business of the Trustee or its successor in
trust under the Indenture,  which, at the date hereof, is located at 101 Barclay
Street, New York, NY 10286, Attention: Corporate Trust Trustee.


                                  ARTICLE THREE

                                  Miscellaneous

SECTION 301. Execution as Supplemental Indenture.

            This  Second  Supplemental   Indenture  is  executed  and  shall  be
construed  as an  indenture  supplemental  to the  Original  Indenture  and,  as
provided in the Original Indenture,  this Second Supplemental  Indenture forms a
part thereof.

SECTION 302. Conflict with Trust Indenture Act.

            If any provision hereof limits,  qualifies or conflicts with another
provision  hereof  which is required to be included in this Second  Supplemental
Indenture by any of the  provisions  of the Trust  Indenture  Act, such required
provision shall control.

SECTION 303. Effect of Headings.

            The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.

SECTION 304. Successors and Assigns.

            All  covenants  and   agreements  by  the  Company  in  this  Second
Supplemental  Indenture  shall  bind its  successors  and  assigns,  whether  so
expressed or not.

SECTION 305. Separability Clause.

            In case any  provision in this Second  Supplemental  Indenture or in
the  Floating  Rate  Notes  shall be  invalid,  illegal  or  unenforceable,  the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

SECTION 306. Benefits of Second Supplemental Indenture.

            Nothing in this Second  Supplemental  Indenture  or in the  Floating
Rate Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors  hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Second Supplemental Indenture.

SECTION 307. Execution and Counterparts.

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



            IN WITNESS  WHEREOF,  the  parties  hereto  have  caused this Second
Supplemental  Indenture to be duly executed and their respective corporate seals
to be  hereunto  affixed  and  attested,  all as of the day and year first above
written.


                                    CENTRAL POWER AND LIGHT COMPANY

                                    By______________________________
                                      Name:
                                     Title:
Attest:


-------------------------
Name:
Title:
                                    THE BANK OF NEW YORK,
                                   as Trustee


                                    By______________________________
                                      Name:
                                     Title:
Attest:


-------------------------
Name:
Title:

<PAGE>

STATE OF _________)
                  : ss.:
COUNTY OF ________)


            On the ____ day of  __________,  2000,  before  me  personally  came
_______________________,  to me known,  who, being by me duly sworn,  did depose
and say that she is a ______________ of Central Power and Light Company,  one of
the corporations described in and which executed the foregoing instrument;  that
he knows the seal of said corporation;  that the seal affixed to said instrument
is such  corporate  seal;  that it was so affixed by  authority  of the Board of
Directors  of said  corporation,  and that he signed  his name  thereto  by like
authority.

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


STATE OF NEW YORK )
                  : ss.:
COUNTY OF NEW YORK)


            On the ____ day of  ___________,  2000,  before me  personally  came
____________,  to me known, who, being by me duly sworn, did depose and say that
he is a ______________ of The Bank of New York, a New York banking  corporation,
one  of  the  corporations   described  in  and  which  executed  the  foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said  instrument is such corporate  seal; that it was so affixed by authority of
the Board of Directors of said corporation,  and that he signed his name thereto
by like authority.


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


<PAGE>

                                                                       EXHIBIT A
                        [Form of Face of Global Security]


      THIS  SECURITY IS A GLOBAL  SECURITY  WITHIN THE MEANING OF THE  INDENTURE
HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN THE NAME OF A  DEPOSITARY  OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON  OTHER THAN THE  DEPOSITARY  OR ITS NOMINEE  ONLY IN THE
LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE  INDENTURE,  AND NO  TRANSFER  OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE  DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR  ANOTHER  NOMINEE  OF THE  DEPOSITARY)  MAY BE  REGISTERED  EXCEPT IN LIMITED
CIRCUMSTANCES.

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



                         CENTRAL POWER AND LIGHT COMPANY

                          Floating Rate Notes Due 2002


No. 1
                                                                  $150,000,000
                                                           CUSIP NO. 155033BU6

      CENTRAL POWER AND LIGHT COMPANY, a corporation duly organized and existing
under the laws of the State of Texas (the  "Company",  which term  includes  any
successor  corporation under the Indenture  hereinafter  referred to), for value
received,  hereby  promises to pay to Cede & Co.,  or  registered  assigns,  the
principal  sum of ONE  HUNDRED  AND  FIFTY  MILLION  DOLLARS  ($150,000,000)  on
February  22, 2002 (the "Final  Maturity"),  and to pay  interest  thereon  from
February  23,  2000 or from  the  most  recent  Interest  Payment  Date to which
interest has been paid or duly  provided  for,  quarterly in arrears on February
22; May 22, August 22, and November 22 in each year, commencing May 22, 2000, at
the rate of  LIBOR  plus  0.45%,  until  the  principal  hereof  is paid or made
available for payment.

      The calculation agent,  initially The Bank of New York, will calculate the
interest  rate on this  Security.  The interest rate will be equal to LIBOR plus
0.45%.  The interest rate in effect for the period from February 23, 2000 to May
22, 2000,  the initial  Interest  Reset Date,  will be LIBOR,  as  determined on
February 18, 2000,  plus 0.45% (the "Initial  Interest  Rate").  The calculation
agent will reset the interest rate on each Interest  Payment Date (each such day
an "Interest Reset Date").  The second London Business Day preceding an Interest
Reset Date will be the "Interest  Determination  Date" for that  Interest  Reset
Date. The interest rate in effect on each day that is not an Interest Reset Date
will be the  interest  rate  determined  as of the Interest  Determination  Date
pertaining to the immediately  preceding  Interest Reset Date. The interest rate
in effect on any day that is an Interest  Reset Date will be the  interest  rate
determined  as of the Interest  Determination  Date  pertaining to that Interest
Reset  Date,  except  that the  interest  rate in effect for the period from and
including February 23, 2000 to the first Interest Reset Date will be the Initial
Interest Rate. The amount of interest payable for any period will be computed on
the basis of a  360-day  year for the  actual  number  of days  elapsed.  If any
Interest  Payment  Date (other than the Stated  Maturity  hereof or a Redemption
Date herefor) would  otherwise be a day that is not a Business Day, the Interest
Payment Date will be postponed to the next succeeding  Business Day, except that
if such Business Day falls in the next succeeding  calendar month, such Interest
Payment  Date shall be the  immediately  preceding  Business  Day. If the Stated
Maturity  hereof or any  Redemption  Date  herefor is not a Business  Day,  then
payment of principal and 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 any such  delay),  in each case with the same force and
effect as if made on such date.  A "Business  Day" shall mean any day,  except a
Saturday,  a Sunday or a legal  holiday in The City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close;  provided that the day is also a London  Business Day.  "London  Business
Day" means any day on which  dealings in United States dollars are transacted in
the London interbank market.

      The  calculation  agent  will  determine  "LIBOR" in  accordance  with the
following provisions:

(i)   With respect to any Interest Determination Date, LIBOR will be the rate
            for deposits in United States dollars having a maturity of three
            months commencing on the first day of the applicable Interest
            Period that appears on Telerate Page 3750 as of 11:00 a.m.,
            London time, on that Interest Determination Date.  If no rate
            appears, LIBOR, in respect to that Interest Determination Date,
            will be determined in accordance with the provisions described in
            (ii) below.

(ii)        With  respect  to an  Interest  Determination  Date on which no rate
            appears  on  Telerate  Page 3750,  as  specified  in (i) above,  the
            calculation  agent will request the principal London offices of each
            of four major reference  banks in the London  interbank  market,  as
            selected by the calculation  agent, to provide the calculation agent
            with its offered quotation for deposits in United States dollars for
            the  period  of three  months,  commencing  on the  first day of the
            applicable  Interest Period,  to prime banks in the London interbank
            market at  approximately  11:00 a.m.,  London time, on that Interest
            Determination  Date and in a principal amount that is representative
            for a single  transaction in United States dollars in that market at
            that time. If at least two  quotations  are provided,  then LIBOR on
            that  Interest  Determination  Date will be the  arithmetic  mean of
            those  quotations.  If fewer than two quotations are provided,  then
            LIBOR on the Interest Determination Date will be the arithmetic mean
            of the rates quoted at approximately  11:00 a.m., in The City of New
            York, on the Interest Determination Date by three major banks in The
            City of New York  selected  by the  calculation  agent  for loans in
            United  States  dollars  to  leading   European   banks,   having  a
            three-month   maturity   and  in  a   principal   amount   that   is
            representative  for a single transaction in United States dollars in
            that  market  at that  time;  provided,  however,  that if the banks
            selected by the  calculation  agent are not providing  quotations in
            the manner  described by this sentence,  LIBOR determined as of that
            Interest Determination Date will be LIBOR in effect on that Interest
            Determination Date.

      "Telerate  Page  3750",  means the  display  designated  as "Page 3750" on
Bridge Telerate,  Inc., or any successor service,  for the purpose of displaying
the London interbank rates of major banks for United States dollars.

      "Interest  Period" means the period from and including  February 23, 2000,
to,  and  excluding,  the first  Interest  Payment  Date  thereafter  from,  and
including, the immediately preceding Interest Payment Date to which interest has
been paid or duly provided for to, but excluding, the next Interest Payment Date
or the Maturity hereof, as the case may be.

      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 fifteenth  calendar day immediately  preceding the
Interest  Payment Date (whether or not a Business Day). 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 said Indenture.

      Payment of the principal of (and premium, if any) and any interest on this
Security will be made at the office or agency of the Company maintained for that
purpose  in the  Borough  of  Manhattan,  The City 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  payment of interest  may be made by check  mailed to the
address  of the Person  entitled  thereto as such  address  shall  appear in the
Security Register.

      This Security has initially been issued in the form of a Global  Security,
and the Company has  initially  designated  The  Depository  Trust  Company (the
"Depositary,"  which  term  shall  include  any  successor  depositary)  as  the
depositary for this Security. For as long as this Security or any portion hereof
is issued in such form, and notwithstanding the previous paragraph, all payments
of interest,  principal and other amounts in respect of this Security or portion
thereof shall be made to the  Depositary  or its nominee in accordance  with its
Applicable  Procedures,  in the coin or currency  specified above and as further
provided on the reverse hereof.

      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,  Central  Power and Light  Company  has  caused  this
instrument to be duly executed under its corporate seal.

Dated: ___________

                                          CENTRAL POWER AND LIGHT COMPANY


                                          By __________________
                                             Name:
                                             Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Dated:______________                      THE BANK OF NEW YORK,
                                          A NEW YORK BANKING CORPORATION,
                                          as Trustee


                                          By_______________________
                                            Authorized Signatory

<PAGE>

                      [Form of Reverse of Global Security]

                         CENTRAL POWER AND LIGHT COMPANY

                         FLOATING RATE NOTES DUE 2002


      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  November  15,  1999,  as amended  and
supplemented from time to time (herein 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 Indenture), as to which Indenture and all indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders 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
$150,000,000.  The provisions of this Security,  together with the provisions of
the Indenture,  shall govern the rights,  obligations,  duties and immunities of
the Holder, the Company and the Trustee with respect to this Security,  provided
that, if any provision of this Security necessarily conflicts with any provision
of the  Indenture,  the provision of this Security  shall be  controlling to the
fullest extent permitted under the Indenture.

      The Securities of this series are subject to redemption upon not less than
30 nor more than 60 days'  notice by mail to the Holders of such  Securities  at
their  addresses in the  Security  Register for such series at the option of the
Company,  in whole or in part, from time to time on any Interest Payment Date on
or after February 22, 2001 at a Redemption Price,  equal to the principal amount
of the  Securities of this series to be redeemed  plus  interest  accrued to the
Redemption Date (the "Redemption Price").

      If notice has been given as  provided in the  Indenture  and funds for the
redemption of any  Securities  (or any portion  thereof)  called for  redemption
shall  have been made  available  on the  Redemption  Date  referred  to in such
notice,  such Securities (or any portion thereof) will cease to bear interest on
the date fixed for such  redemption  specified in such notice and the only right
of the Holders of such  Securities  will be to receive payment of the Redemption
Price.

      In the event of  redemption  of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

      The Securities of this series will not be subject to any sinking fund.

      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.

      Interest  payments with respect to this Security will be computed and paid
on the basis of a 360-day year for the actual number of days elapsed.

      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 each  series to be affected  (voting as a class).  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
compliance  by the Company with certain  provisions of the Indenture and 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.

      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.

      This Security shall be exchangeable for Securities registered in the names
of Persons other than the Depositary  with respect to such series or its nominee
only as provided in the Indenture. This Security shall be so exchangeable if (x)
the  Depositary  notifies the Company that it is unwilling or unable to continue
as  Depositary  for such  series or at any time  ceases to be a clearing  agency
registered as such under the  Securities  Exchange Act of 1934,  (y) the Company
executes  and delivers to the Trustee an Officers'  Certificate  providing  that
this Security shall be so  exchangeable  or (z) there shall have occurred and be
continuing  an Event of Default with respect to the  Securities  of such series.
Securities so issued in exchange for this  Security  shall be  exchangeable  for
definitive  Securities  in registered  form of the same series,  having the same
interest  rate, if any, and maturity and having the same terms as this Security,
in  authorized  denominations  and in the  aggregate  having the same  principal
amount as this Security and  registered in such names as the Depositary for such
Global Security shall direct.

      As provided in the  Indenture and subject to certain  limitations  therein
set forth,  the transfer of a Security of the Series of which this Security is a
part is  registrable in the Security  Register,  upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place
where the  principal  of and any  premium  and  interest  on this  Security  are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form  satisfactory  to the Company and the Security  Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing,  and thereupon one
or  more  new  Securities  of  this  series  and of like  tenor,  of  authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

      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  of a  different  authorized
denomination, 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.

      Prior to due  presentment of this Security for  registration  of transfer,
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 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.

      For so long as this  Security is issued in the form of a Global  Security,
any  notice to be given to the Holder of this  Security  shall be deemed to have
been duly given to such Holder when given to the Depositary,  or its nominee, in
accordance with its Applicable  Procedures.  Neither the Company nor the Trustee
will have any  responsibility  with respect to those  policies and procedures or
for any notices or other  communications  among the  Depositary,  its direct and
indirect participants and the beneficial owners of this Security in global form.

      If at any time this Security is not represented by a Global Security,  any
notice to be given to the Holder of this  Security  shall be deemed to have been
duly given to such  Holder upon the mailing of such notice to the Holder at such
Holder's  address as it  appears  on the  Security  Register  maintained  by the
Company or its agent as of the close of business  preceding  the day such notice
is given.

      Neither the failure to give any notice nor any defect in any notice  given
to the Holder of this Security or any other  Security of this series will affect
the  sufficiency of any notice given to another Holder of any Securities of this
series.

      Prior to due  presentment of this Security for  registration  of transfer,
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 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.

      The  Indenture  provides  that the  Company,  at its  option,  (a) will be
discharged from any and all obligations in respect of the Securities (except for
certain obligations to register the transfer or exchange of Securities,  replace
stolen, lost or mutilated  Securities,  maintain paying agencies and hold moneys
for payment in trust) or (b) need not comply with certain restrictive  covenants
of the  Indenture,  in each case if the  Company  deposits,  in trust,  with the
Trustee money or U.S. Government Obligations (or Foreign Government Obligations,
if the Securities are  denominated in a foreign  currency or currencies)  which,
through the payment of interest thereon and principal thereof in accordance with
their  terms,  will  provide  money,  in an  amount  sufficient  to pay  all the
principal of, and premium,  if any, and interest,  if any, on the  Securities on
the dates such payments are due in accordance with the terms of such Securities,
and certain other conditions are satisfied.

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

      This Security  shall be governed by and  construed in accordance  with the
laws of the State of New York without  regard to  principles of conflict of laws
except Section 5-1401 of the New York General Obligations Law.

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