EXHIBIT 4(g)




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                            AEP TEXAS CENTRAL COMPANY

                                       TO

                                 BANK ONE, N.A.

                                   AS TRUSTEE







                          THIRD SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 1, 2003







                                  $150,000,000

                      3.00% SENIOR NOTES, SERIES C DUE 2005

                      3.00% SENIOR NOTES, SERIES F DUE 2005






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<PAGE>


                               TABLE OF CONTENTS*

                                                                            Page


ARTICLE I Additional Definitions.............................................2

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

ARTICLE II 2005 Notes........................................................4

      SECTION 2.01.   Establishment..........................................4
      SECTION 2.02.   Aggregate Principal Amount.............................4
      SECTION 2.03.   Maturity and Interest..................................4
      SECTION 2.04.   Optional Redemption....................................5
      SECTION 2.05.   Limitation on Secured Debt.............................6
      SECTION 2.06.   Global Securities and Certificated Securities..........7
      SECTION 2.07.   Form of Securities.....................................9
      SECTION 2.08.   Transfer and Exchange..................................9

ARTICLE III Miscellaneous Provisions........................................13

      SECTION 3.01.   Recitals by Company...................................13
      SECTION 3.02.   Ratification and Incorporation of Original Indenture..13
      SECTION 3.03.   Executed in Counterparts..............................14
      SECTION 3.04.   Legends...............................................14
      SECTION 3.05.   Applicability of Section 4.05 and Article Ten of
                      Original Indenture....................................14


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

<PAGE>

     THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 1st day of February,
2003, between AEP TEXAS CENTRAL COMPANY, a corporation duly organized and
existing under the laws of the state of Texas (herein called the "Company"),
having its principal office at 1 Riverside Plaza, Columbus, Ohio 43215 and Bank
One, N.A., a national banking association, duly organized and existing under the
laws of the United States, having its principal corporate trust office at 1111
Polaris Parkway, Columbus, Ohio 43240, as Trustee (herein called the "Trustee").

                             W I T N E S S E T H:

      WHEREAS, the Company has heretofore entered into an Indenture, dated as of
February 1, 2003 (the "Original Indenture"), with the Trustee;

      WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as supplemented by this Third Supplemental Indenture
and by a First Supplemental Indenture (the "First Supplemental Indenture"), a
Second Supplemental Indenture (the "Second Supplemental Indenture") and a Fourth
Supplemental Indenture (the "Fourth Supplemental Indenture"), all dated as of
the date hereof, is herein called the "Indenture";

      WHEREAS, under the Original Indenture, a new series of unsecured notes
(the "Senior Notes") may at any time be established by the Board of Directors of
the Company in accordance with the provisions of the Original Indenture and the
terms of such series may be described by a supplemental indenture executed by
the Company and the Trustee;

      WHEREAS, the Company proposes to create under the Indenture a series of
Senior Notes to be designated the "3.00% Senior Notes, Series C due 2005" (the
"Series C Notes") and a series of Senior Notes to be designated the "3.00%
Senior Notes, Series F due 2005" (the "Series F Notes" and, together with the
Series C Notes, the "2005 Notes"), the form and substance of the 2005 Notes and
the terms, provisions and conditions thereof to be set forth as provided in the
Original Indenture and this Third Supplemental Indenture;

      WHEREAS, concurrently with the issuance of the Series C Notes, the Company
proposes to create under the Indenture a series of Senior Notes to be designated
the "5.50% Senior Notes Series A, due 2013" (the "Series A Notes") and a series
of Senior Notes to be designated the "5.50% Senior Notes, Series D due 2013"
(the "Series D Notes" and, together with the Series A Notes, the "2013 Notes");
a series of Senior Notes to be designated the "6.65% Senior Notes, Series B due
2033" (the "Series B Notes") and a series of Senior Notes to be designated the
"6.65% Senior Notes, Series E due 2033" (the "Series E Notes" and, together with
the Series B Notes, the "2033 Notes"); a series of Senior Notes to be designated
the "Floating Rate Notes, Series A due 2005" (the "Floating Rate Series A
Notes") and a series of Senior Notes to be designated the "Floating Rate Notes,
Series B due 2005" (the "Floating Rate Series B Notes" and, together with the
Floating Rate Series A Notes, the "Floating Rate Notes" and, the Floating Rate
Notes, together with the 2013 Notes and the 2033 Notes, the "Additional Notes"),
the form and substance of the Additional Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Original Indenture, the
First Supplemental Indenture, the Second Supplemental Indenture and the Fourth
Supplemental Indenture;

      WHEREAS, additional Senior Notes of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and

      WHEREAS, all conditions necessary to authorize the execution and delivery
of this Third Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.

      NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I

                             Additional Definitions

SECTION 1.01.     Definitions.

            The following defined terms used herein shall, unless the context
otherwise requires, have the meanings specified below. Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Original Indenture.

      "Clearstream" means Clearstream Banking, societe anonyme, or any successor
securities clearing agency.

      "Distribution Compliance Period," with respect to the 2005 Notes, means
the period of 40 consecutive days beginning on and including the later of (i)
the day on which such 2005 Notes are first offered to Persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the Original Issue Date.

      "DTC" means The Depository Trust Company, the initial Clearing Agency.

      "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System or any successor securities clearing agency.

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

      "Exchange Offer Registration Statement" shall have the meaning assigned to
it in the Registration Rights Agreement.

      "Generation-Related Business" has the meaning set forth in Section
3.05(a).

      "Global Securities" means global certificates representing the 2005 Notes
as described in Section 204.

      "Holder" means a registered holder of a 2005 Note.

      "Institutional Accredited Investor" has the meaning set forth in Section
2.04(a) hereof.

      "Original Issue Date" means February 18, 2003.

      "Owner" means each Person who is the beneficial owner of a Global Security
as reflected in the records of the Depository or, if a Depository participant is
not the Owner, then as reflected in the records of a Person maintaining an
account with such Depository (directly or indirectly, in accordance with the
rules of such Depository).

      "Permanent Regulation S Global Security" has the meaning set forth in
Section 2.04(b).

      "QIBs" means qualified institutional buyers as defined in Rule 144A.

      "Registered Exchange Offer" shall have the meaning assigned to Exchange
Offer in the Registration Rights Agreement

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of February 1, 2003 among the Company and the Initial Purchasers named
therein, relating to the registration of the 2005 Notes and the Floating Rate
Notes under the Securities Act.

      "Regulation S" means Regulation S under the Securities Act and any
successor regulation thereto.

      "Rule 144" means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Securities and Exchange Commission.

      "Rule 144A" means Rule 144A under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Securities and Exchange Commission.

      "Rule 144A Global Security" means any Series C Note that is to be traded
pursuant to Rule 144A.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

      "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor Person thereto and
shall initially be the Trustee.

      "Shelf Registration Statement" shall have the meaning assigned to it in
the Registration Rights Agreement.

      "Special Interest Premium" shall have the meaning assigned to it in the
Registration Rights Agreement.

      "Stated Maturity" means February 15, 2005.

      "Subsidiary" means any corporation or other entity of which sufficient
voting stock or other ownership or economic interests having ordinary voting
power to elect a majority of the board of directors (or equivalent body) are at
the time directly or indirectly held by the Company.

      "Temporary Regulation S Global Security" has the meaning set forth in
Section 2.04(b).

      "Transfer Restricted Security" shall have the meaning assigned to
Registrable Note in the Registration Rights Agreement.

                                   ARTICLE II

                                   2005 Notes

SECTION 2.01.     Establishment.

            The Series C Notes shall be designated as the Company's "3.00%
Senior Notes, Series C due 2005" and the Series F Notes shall be designated as
the Company's "3.00% Senior Notes, Series F due 2005". The Series C Notes and
the Series F Notes shall be treated for all purposes under the Indenture as a
single class or series of Senior Notes.

SECTION 2.02.     Aggregate Principal Amount.

            The Trustee shall authenticate and deliver (i) Series C Notes for
original issue on the Original Issue Date in the aggregate principal amount of
$150,000,000 and (ii) Series F Notes from time to time thereafter for issue only
in exchange for Series C Notes pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement or pursuant to
the Shelf Registration Statement in accordance with the Registration Rights
Agreement, in each case upon a Company Order for authentication and delivery
thereof and satisfaction of Section 2.01 of the Original Indenture. The
aggregate principal amount of the 2005 Notes shall be initially limited to
$150,000,000 and shall be subject to Periodic Offerings pursuant to Article Two
of the Original Indenture. All 2005 Notes need not be issued at the same time
and such series may be reopened at any time, without the consent of any Holder,
for issuances of additional 2005 Notes. Any such additional 2005 Notes will have
the same interest rate, maturity and other terms as those initially issued. The
Series C Notes shall be issued in definitive fully registered form.

SECTION 2.03.     Maturity and Interest.

(i)  The 2005 Notes shall mature on, and the date on which the  principal of the
     2005 Notes shall be payable  (unless  earlier  redeemed) shall be, February
     15, 2005;

(ii) the  interest  rate at which the 2005 Notes  shall bear  interest  shall be
     3.00% per annum; provided, however, that the Special Interest Premium shall
     accrue on the 2005 Notes under certain  circumstances as provided in clause
     (iii) below;  interest shall accrue from the date of  authentication of the
     2005 Notes;  the  Interest  Payment  Dates on which such  interest  will be
     payable shall be February 15 and August 15, and the Regular Record Date for
     the  determination  of  holders  to whom  interest  is  payable on any such
     Interest  Payment  Date shall be the  January 31 or July 31  preceding  the
     relevant  Interest  Payment Date;  provided that the first Interest Payment
     Date shall be August 15, 2003 and interest  payable on the Stated  Maturity
     or any redemption  date shall be paid to the Person to whom principal shall
     be paid;  each payment of interest shall include  interest  accrued through
     the day before the Interest Payment Date;

(iii)Special   Interest   Premium  shall  accrue  on  the  Transfer   Restricted
     Securities  over and above the interest rate set forth herein in accordance
     with Section 2(e) of the Registration Rights Agreement.

SECTION 2.04.     Optional Redemption.

            The 2005 Notes shall be redeemable at the option of the Company, in
whole at any time or in part from time to time, upon not less than thirty but
not more than sixty days' previous notice given by mail to the registered owners
of the Notes at a redemption price equal to the greater of (i) 100% of the
principal amount of the 2005 Notes being redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
the 2005 Notes being redeemed (excluding the portion of any such interest
accrued to the date of redemption) discounted (for purposes of determining
present value) to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 20 basis points, plus, accrued interest thereon to the date of redemption.

                  "Treasury Rate" means, with respect to any redemption date,
            the rate per annum equal to the semi-annual 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 2005 Notes 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 the
            2005 Notes.

                  "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
            third Business Day, the Reference Treasury Dealer Quotation for such
            redemption date.

                  "Independent Investment Banker" means one of the Reference
            Treasury Dealers appointed by the Company and reasonably acceptable
            to the Trustee.

                  "Reference Treasury Dealer" means a primary U.S. government
            securities dealer selected by the Company and reasonably acceptable
            to the Trustee.

                  "Reference Treasury Dealer Quotation" means, with respect to
            the 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 or before 5:00 p.m., New York City
            time, on the third Business Day preceding such redemption date.

SECTION 2.05.     Limitation on Secured Debt.

            So long as any of the 2005 Notes are outstanding, the Company shall
not create or suffer to be created or to exist or permit any of its Subsidiaries
to create or suffer to be created or to exist any additional mortgage, pledge,
security interest, or other lien (collectively "Liens") on any utility
properties or tangible assets now owned or hereafter acquired by the Company or
its Subsidiaries to secure any indebtedness for borrowed money ("Secured Debt"),
without providing that such 2005 Notes will be similarly secured. Further, this
restriction on Secured Debt does not apply to the Company's existing first
mortgage bonds that have previously been issued under its mortgage indenture or
any indenture supplemental thereto; provided that this restriction will apply to
future issuances thereunder (other than issuances of refunding first mortgage
bonds). In addition, this restriction does not prevent the creation or existence
of:

o    Liens on property  existing at the time of acquisition or  construction  of
     such  property  (or  created  within  one  year  after  completion  of such
     acquisition or construction),  whether by purchase, merger, construction or
     otherwise,  or to secure  the  payment  of all or any part of the  purchase
     price or construction cost thereof, including the extension of any Liens to
     repairs, renewals,  replacements,  substitutions,  betterments,  additions,
     extensions and improvements then or thereafter made on the property subject
     thereto;

o    Financing of the Company's accounts receivable for electric service;

o    Any  extensions,   renewals  or  replacements  (or  successive  extensions,
     renewals or  replacements),  in whole or in part, of Liens permitted by the
     foregoing clauses; and

o    The pledge of any bonds or other securities at any time issued under any of
     the Secured Debt permitted by the above clauses.

      In addition to the permitted issuances above, Secured Debt not otherwise
so permitted may be issued in an amount that does not exceed 15% of Net Tangible
Assets as defined below.

      "Net Tangible Assets" means the total of all assets (including
revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the Company's balance sheet, net of
applicable reserves and deductions, but excluding goodwill, trade names,
trademarks, patents, unamortized debt discount, energy trading contracts,
regulatory assets, deferred charges and all other like intangible assets (which
term shall not be construed to include such revaluations), less the aggregate of
the Company's current liabilities appearing on such balance sheet.

      This restriction also will not apply to or prevent the creation or
existence of leases (operating or capital) made, or existing on property
acquired, in the ordinary course of business.

SECTION 2.06.     Global Securities and Certificated Securities.

(a)  General.  The Series C Notes will be resold  initially  only to (i) QIBs in
     reliance  on Rule  144A  under  the  Securities  Act  ("Rule  144A"),  (ii)
     institutional  "accredited  investors"  as  such  term is  defined  in rule
     501(a)(1),  (2),(3) and (7) of Regulation D under the Securities Act (each,
     an "Institutional  Accredited  Investor") and (iii) Persons other than U.S.
     Persons (as defined in  Regulation S) in reliance on Regulation S under the
     Securities  Act  ("Regulation   S").  Series  C  Notes  may  thereafter  be
     transferred to, among others, QIBs, purchasers in reliance on Regulation S,
     and  Institutional  Accredited  Investors  in  each  case,  subject  to the
     restrictions on transfer set forth herein.

(b)  Global Securities.

     (i)  Form.  Series C Notes initially  resold pursuant to Rule 144A shall be
          issued  initially  in  the  form  of  one  or  more  permanent  Global
          Securities in definitive,  fully  registered form  (collectively,  the
          "Rule  144A  Global  Security")  and Series C Notes  initially  resold
          pursuant to Regulation S and shall be issued  initially in the form of
          one  or  more  temporary  global   securities  in  definitive,   fully
          registered  form  (collectively,  the  "Temporary  Regulation S Global
          Security"),  in each case without interest coupons and with the global
          securities  legend  and  restricted  securities  legend  set  forth in
          Exhibit A hereto, which shall be deposited on behalf of the purchasers
          of  the  Series  C  Notes  represented  thereby  with  the  Securities
          Custodian,  and  registered in the name of the Depository or a nominee
          of the Depository,  duly executed by the Company and  authenticated by
          the Trustee as provided in the Indenture.  Except as set forth in this
          Section  2.06,   beneficial   ownership  interests  in  the  Temporary
          Regulation  S  Global  Security  (x)  will  not  be  exchangeable  for
          interests  in the Rule 144A  Global  Security,  the  permanent  global
          security (the "Permanent Regulation S Global Security"),  or any other
          security without a legend containing  restrictions on transfer of such
          security prior to the expiration of the Distribution Compliance Period
          and (y) then may be  exchanged  for  interests  in a Rule 144A  Global
          Security  or the  Permanent  Regulation  S Global  Security  only upon
          certification  that beneficial  ownership  interests in such Temporary
          Regulation S Global  Security are owned either by non-U.S.  persons or
          U.S.  persons who purchased such  interests in a transaction  that did
          not require registration under the Securities Act.

          The Rule 144A  Global  Security,  the  Temporary  Regulation  S Global
          Security  and  the   Permanent   Regulation  S  Global   Security  are
          collectively referred to herein as "Global Securities".  The aggregate
          principal  amount of the  Global  Securities  may from time to time be
          increased  or  decreased  by  adjustments  made on the  records of the
          Trustee and the Depository or its nominee as hereinafter provided.

     (ii) Book-Entry  Provisions.  This  Section  shall  apply  only to a Global
          Security  deposited with or on behalf of the  Depository.  The Company
          shall execute and the Trustee shall,  in accordance  with this Section
          2.06(b)(ii),  authenticate  and deliver  initially  one or more Global
          Securities  that (a) shall be registered in the name of the Depository
          for such Global  Security or Global  Securities or the nominee of such
          Depository  and  (b)  shall  be  delivered  by  the  Trustee  to  such
          Depository or pursuant to such  Depository's  instructions  or held by
          the Trustee as custodian for the Depository.

          Members of, or participants in, the Depository ("Agent Members") shall
          have no  rights  under  this  Indenture  with  respect  to any  Global
          Security  held on their behalf by the  Depository or by the Trustee as
          the custodian of the Depository or under such Global Security, and the
          Company, the Trustee and any agent of the Company or the Trustee shall
          be  entitled to treat the  Depository  as the  absolute  owner of such
          Global  Security  for all  purposes  whatsoever.  Notwithstanding  the
          foregoing,  nothing  herein shall prevent the Company,  the Trustee or
          any agent of the  Company or the  Trustee  from  giving  effect to any
          written certification,  proxy or other authorization  furnished by the
          Depository or impair, as between the Depository and its Agent Members,
          the operation of customary practices of such Depository  governing the
          exercise  of the rights of a holder of a  beneficial  interest  in any
          Global Security.

          To the extent a notice or other communication to the beneficial owners
          of the 2005 Notes is required  under the  Indenture,  unless and until
          Certificated  Securities  shall have been issued to such  owners,  the
          Trustee  shall  give all such  notices  and  communications  specified
          herein to be given to such owners to the Depository, and shall have no
          obligations to such Owners.

(c)  Certificated  Securities.  Series C Notes sold to Institutional  Accredited
     Investors  shall be  issued  initially  in the form of a fully  registered,
     certificated Series C Note ("Certificated Securities").  Except as provided
     in this Section 2.06,  owners of beneficial  interests in Global Securities
     shall  not  be  entitled  to  receive  physical  delivery  of  Certificated
     Securities.

      Global Securities shall be exchangeable for Certificated Securities if (i)
the Depository (x) notifies the Company that it is unwilling or unable to
continue as Depository for the Global Securities or (y) shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depository for the Global Securities is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition. Upon surrender to the Trustee of the
typewritten certificate or certificates representing the Global Securities by
the Depository, accompanied by registration instructions, the Trustee shall
execute and authenticate the certificates in accordance with the instructions of
the Depository. Neither the Security Registrar nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Certificated Securities, the Trustee shall recognize the Holders of the
Certificated Securities as Holders. The Certificated Securities shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Company, as evidenced by the execution thereof by
the Company, and shall bear the legend set forth on Exhibit A hereto unless the
Company informs the Trustee that such legend is no longer required.

SECTION 2.07.     Form of Securities.

            The Global Securities and Certificated Securities shall be
substantially in the form attached as Exhibit A thereto.

SECTION 2.08.     Transfer and Exchange.

(a)  General.  The 2005 Notes may not be transferred  except in compliance  with
     the  legend  contained  in  Exhibit A unless  otherwise  determined  by the
     Company in accordance  with  applicable law. No service charge will be made
     for any transfer or exchange of 2005 Notes, but payment will be required of
     a sum sufficient to cover any tax or other governmental  charge that may be
     imposed in connection therewith.

(b)  Transfer and Exchange of Global Securities.

     (i)  If a holder of a beneficial  interest in the Rule 144A Global Security
          wishes at any time to  exchange  its  interest in the Rule 144A Global
          Security  for  an  interest  in  the  Permanent  Regulation  S  Global
          Security, or to transfer its interest in the Rule 144A Global Security
          to a person  who  wishes to take  delivery  thereof  in the form of an
          interest in the Permanent  Regulation S Global  Security,  such holder
          may,  subject to the rules and procedures of the Depository and to the
          requirements  set forth in the following  sentence,  exchange or cause
          the exchange or transfer or cause the transfer of such interest for an
          equivalent  beneficial  interest in the Permanent  Regulation S Global
          Security.  Upon  receipt by the  Trustee,  as transfer  agent,  of (1)
          instructions given in accordance with the Depository's procedures from
          or on  behalf of a holder of a  beneficial  interest  in the Rule 144A
          Global Security,  directing the Trustee,  as transfer agent, to credit
          or  cause  to be  credited  a  beneficial  interest  in the  Permanent
          Regulation  S Global  Security  in an amount  equal to the  beneficial
          interest  in  the  Rule  144A  Global  Security  to  be  exchanged  or
          transferred,  (2)  a  written  order  given  in  accordance  with  the
          Depository's procedures containing information regarding the Euroclear
          or Clearstream  account to be credited with such increase and the name
          of such account, and (3) a certificate in the form of Exhibit C hereto
          given by the  holder  of such  beneficial  interest  stating  that the
          exchange or transfer of such interest has been made pursuant to and in
          accordance  with  Rule  903 or Rule  904 of  Regulation  S  under  the
          Securities Act, the Trustee, as transfer agent, shall promptly deliver
          appropriate  instructions  to  the  Depository,  its  nominee,  or the
          custodian for the Depository, as the case may be, to reduce or reflect
          on its  records a reduction  of the Rule 144A  Global  Security by the
          aggregate  principal  amount of the  beneficial  interest in such Rule
          144A  Global  Security  to be so  exchanged  or  transferred  from the
          relevant  participant,  and the  Trustee,  as  transfer  agent,  shall
          promptly  deliver  appropriate  instructions  to the  Depository,  its
          nominee,  or the  custodian  for the  Depository,  as the case may be,
          concurrently  with such  reduction,  to  increase  or  reflect  on its
          records  an  increase  of  the  principal  amount  of  such  Permanent
          Regulation S Global Security by the aggregate  principal amount of the
          beneficial  interest  in  such  Rule  144A  Global  Security  to be so
          exchanged or transferred, and to credit or cause to be credited to the
          account  of the  person  specified  in such  instructions  (who may be
          Euroclear  or  Clearstream  or another  agent  member of  Euroclear or
          Clearstream  or both,  as the case may be, acting for and on behalf of
          them) a  beneficial  interest in such  Permanent  Regulation  S Global
          Security  equal to the reduction in the principal  amount of such Rule
          144A Global Security.

     (ii) If a holder of a  beneficial  interest in the  Permanent  Regulation S
          Global  Security  wishes at any time to exchange  its  interest in the
          Permanent  Regulation  S Global  Security  for an interest in the Rule
          144A Global  Security,  or to transfer its  interest in the  Permanent
          Regulation S Global  Security to a person who wishes to take  delivery
          thereof in the form of an interest  in the Rule 144A Global  Security,
          such holder may,  subject to the rules and  procedures of Euroclear or
          Clearstream  and  the  Depository,  as the  case  may  be,  and to the
          requirements  set forth in the following  sentence,  exchange or cause
          the exchange or transfer or cause the transfer of such interest for an
          equivalent beneficial interest in such Rule 144A Global Security. Upon
          receipt by the Trustee,  as transfer agent, of (1) instructions  given
          in accordance  with the procedures of Euroclear or Clearstream and the
          Depository,  as the case may be,  from or on  behalf  of a  beneficial
          owner of an interest in the  Permanent  Regulation  S Global  Security
          directing  the Trustee,  as transfer  agent,  to credit or cause to be
          credited a beneficial  interest in the Rule 144A Global Security in an
          amount equal to the beneficial interest in the Permanent  Regulation S
          Global  Security to be exchanged or  transferred,  (2) a written order
          given in accordance  with the  procedures of Euroclear or  Clearstream
          and  the  Depository,  as the  case  may  be,  containing  information
          regarding  the account with the  Depository  to be credited  with such
          increase and the name of such account, and (3) prior to the expiration
          of the  Distribution  Compliance  Period, a certificate in the form of
          Exhibit C hereto given by the holder of such  beneficial  interest and
          stating that the person  transferring  such interest in such Permanent
          Regulation  S Global  Security  reasonably  believes  that the  person
          acquiring such interest in the Rule 144A Global  Security is a QIB and
          is  obtaining  such  beneficial  interest  for its own  account or the
          account of a QIB in a  transaction  meeting the  requirements  of Rule
          144A and any  applicable  securities  laws of any state of the  United
          States or any other  jurisdiction,  the  Trustee,  as transfer  agent,
          shall promptly deliver appropriate instructions to the Depository, its
          nominee,  or the custodian for the Depository,  as the case may be, to
          reduce  or  reflect  on its  records  a  reduction  of  the  Permanent
          Regulation S Global Security by the aggregate  principal amount of the
          beneficial interest in such Permanent  Regulation S Global Security to
          be exchanged or transferred, and the Trustee, as transfer agent, shall
          promptly  deliver  appropriate  instructions  to the  Depository,  its
          nominee,  or the  custodian  for the  Depository,  as the case may be,
          concurrently  with such  reduction,  to  increase  or  reflect  on its
          records an  increase of the  principal  amount of the Rule 144A Global
          Security by the aggregate  principal amount of the beneficial interest
          in the  Permanent  Regulation S Global  Security to be so exchanged or
          transferred,  and to credit or cause to be  credited to the account of
          the person specified in such instructions a beneficial interest in the
          Rule 144A Global  Security  equal to the  reduction  in the  principal
          amount  of the  Permanent  Regulation  S Global  Security.  After  the
          expiration of the Distribution  Compliance  Period,  the certification
          requirement  set forth in clause  (3) of the second  sentence  of this
          Section  2.08(b)(ii)  will  no  longer  apply  to such  exchanges  and
          transfers.

     (iii)Any  beneficial  interest  in one of the  Global  Securities  that  is
          transferred  to a person who takes delivery in the form of an interest
          in the other Global  Securities  will,  upon transfer,  cease to be an
          interest in such Global  Security  and become an interest in the other
          Global Securities and, accordingly,  will thereafter be subject to all
          transfer  restrictions and other  procedures  applicable to beneficial
          interests in such other Global Security Note for as long as it remains
          such an interest.

     (iv) Beneficial  interests in Temporary  Regulation S Global Securities may
          be exchanged for interests in Rule 144A Global Securities or Permanent
          Regulation  S  Global  Securities  if  (1)  such  exchange  occurs  in
          connection with a transfer of securities in compliance with Rule 144A,
          and (2) the  transferor  of the  beneficial  interest in the Temporary
          Regulation S Global  Security  first delivers to the Trustee a written
          certificate (in a form satisfactory to the Trustee) to the effect that
          the beneficial interest in the Temporary  Regulation S Global Security
          is being  transferred  to a Person (a) who the  transferor  reasonably
          believes to be a QIB (b) purchasing for its own account or the account
          of a QIB in a transaction  meeting the  requirements of Rule 144A, and
          (c) in accordance with all applicable securities laws of the states of
          the United States and other jurisdictions. (v) During the Distribution
          Compliance  Period,   beneficial   ownership  interests  in  Temporary
          Regulation  S  Global   Securities  may  only  be  sold,   pledged  or
          transferred  through  Euroclear or Clearstream in accordance  with the
          applicable  procedures  relating to such  institutions and only (i) to
          the  Company,  (ii) so long as such  security is  eligible  for resale
          pursuant to Rule 144A, to a Person whom the selling holder  reasonably
          believes  is a QIB  that  purchases  for  its own  account  or for the
          account of a QIB in a  transaction  meeting the  requirements  of Rule
          144A, (iii) in an offshore transaction in accordance with Regulation S
          (other than a  transaction  resulting in an exchange for interest in a
          Permanent Regulation S Global Security), (iv) pursuant to an exemption
          from  registration  under the  Securities Act provided by Rule 144 (if
          applicable)  under the  Securities Act or (v) pursuant to an effective
          registration  statement  under  the  Securities  Act,  in each case in
          accordance  with any  applicable  securities  laws of any state of the
          United States.

(c)  Transfer and Exchange of Global Securities and Certificated Securities.

     (i)  In the event that a Global  Security is exchanged  for a  Certificated
          Security as provided in Section 2.06(c),  such  Certificated  Security
          may be exchanged or  transferred  for one another,  subject to Section
          2.05  of  the  Original  Indenture,   only  in  accordance  with  such
          procedures  as are  substantially  consistent  with the  provisions of
          clauses   (b)(i)  and  (ii)   above   (including   the   certification
          requirements  intended  to ensure  that such  exchanges  or  transfers
          comply with Rule 144,  Rule 144A or  Regulation S, as the case may be)
          and as may be from time to time reasonably adopted by the Company.

     (ii) Upon receipt by the Trustee of a Certificated Security,  duly endorsed
          or  accompanied by  appropriate  instruments of transfer,  the Trustee
          shall  cancel  such  Certificated  Security  and cause,  or direct the
          Securities  Custodian  to  cause,  in  accordance  with  the  standing
          instructions  and  procedures  existing  of  the  Depository  and  the
          Securities  Custodian,  the aggregate  principal  amount of 2005 Notes
          represented by the Rule 144A Global Security or Permanent Regulation S
          Global  Security,  as  applicable,  to be increased  by the  aggregate
          principal  amount of the  Certificated  Security to be  exchanged  and
          shall  credit or cause to be  credited  to the  account  of the Person
          specified in such instructions a beneficial  interest in the Rule 144A
          Global  Security  or  Permanent  Regulation  S  Global  Security,   as
          applicable, equal to the principal amount of the Certificated Security
          so canceled. If no Rule 144A Global Securities or Permanent Regulation
          S Global Securities, as applicable, are then outstanding,  the Company
          shall issue and the Trustee shall authenticate,  upon written order of
          the Company in the form of an Officers'  Certificate,  a new Rule 144A
          Global  Security  or  Permanent  Regulation  S  Global  Security,   as
          applicable, in the appropriate principal amount.

(d)  Certificates.  In connection with any transfer  described in paragraphs (b)
     and (c) of this Section 2.08,  the Trustee  shall receive a certificate  of
     transfer in the form attached as Exhibit C hereto.  Additionally,  upon any
     transfer or exchange to an Institutional  Accredited Investor,  the Company
     and the Trustee shall receive a certificate in the form attached as Exhibit
     D hereto.

(e)  Transfer  Restricted  Security.  Upon any sale or  transfer  of a  Transfer
     Restricted Security (including any Transfer Restricted Security represented
     by a Global  Security)  pursuant to Rule 144 under the Securities Act or an
     effective  registration  statement under the Securities Act, which shall be
     certified  to the  Trustee  and  Security  Registrar  upon  which  each may
     conclusively rely:

     (i)  in the  case of any  Transfer  Restricted  Security  represented  by a
          Certificated  Security, the Security Registrar shall permit the Holder
          thereof  to  exchange   such  Transfer   Restricted   Security  for  a
          Certificated  Security  that  does not bear the  legend  set  forth in
          Exhibit A hereto and rescind any  restriction  on the transfer of such
          Transfer Restricted Security; and

     (ii) in the  case of any  Transfer  Restricted  Security  represented  by a
          Global  Security,  such  Transfer  Restricted  Security  shall  not be
          required to bear the legend set forth in Exhibit A hereto if all other
          interests in such Global Note have been or are concurrently being sold
          or  transferred  pursuant  to Rule 144  under  the  Securities  Act or
          pursuant to an effective  registration  statement under the Securities
          Act.

(f)  Registered Exchange Offer. Notwithstanding the foregoing, upon consummation
     of the Registered Exchange Offer, the Company shall issue and, upon receipt
     of a  Company  Order  in  accordance  with  Section  2.05  of the  Original
     Indenture,  the Trustee shall  authenticate  Series F Notes in exchange for
     Series C Notes  accepted for  exchange in the  Registered  Exchange  Offer,
     which  Series F Notes shall not bear the  transfer  restriction  legend set
     forth in  Exhibit A hereto  and  shall not  provide  for  Special  Interest
     Premium and the Security  Registrar  shall rescind any  restriction  on the
     transfer  of such  Series F Notes,  in each case  unless the Holder of such
     Series C Notes (A) is a  broker-dealer  tendering  Series C Notes  acquired
     directly from the Company or an  "affiliate"  (as defined in Rule 144 under
     the Securities Act) of the Company for its own account, (B) is a Person who
     has an arrangement or  understanding  with any Person to participate in the
     "distribution"  (within the meaning of the Securities  Act) of the Series F
     Notes,  (C) is a Person who is an "affiliate" (as defined in Rule 144 under
     the Securities  Act) of the Company or (D) will not be acquiring the Series
     F Notes in the ordinary course of such Holder's business. The Company shall
     identify to the Trustee such Holders in a written  certification  signed by
     an Officer of the Company  and,  absent  certification  from the Company to
     such effect, the Trustee shall assume that there are no such Holders.

                                  ARTICLE III

                            Miscellaneous Provisions

SECTION 3.01.     Recitals by Company.

            The recitals in this Third Supplemental Indenture are made by the
Company only and not by the Trustee, and all of the provisions contained in the
Original Indenture in respect of the rights, privileges, immunities, powers and
duties of the Trustee shall be applicable in respect of 2005 Notes and of this
Third Supplemental Indenture as fully and with like effect as if set forth
herein in full.

SECTION 3.02.     Ratification and Incorporation of Original Indenture.

            As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Third Supplemental
Indenture shall be read, taken and construed as one and the same instrument.

SECTION 3.03.     Executed in Counterparts.

            This Third Supplemental Indenture may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.

SECTION 3.04.     Legends.

            Except as determined by the Company in accordance with applicable
law, each 2005 Note shall bear the applicable legends relating to restrictions
on transfer pursuant to the securities laws in substantially the form set forth
on Exhibit A hereto.

SECTION 3.05.     Applicability of Section 4.05 and Article Ten of Original
Indenture.

            As long as the 2005 Notes are outstanding, Section 4.05 and Article
Ten of the Original Indenture shall be applicable thereto; provided, however,
that if the Company's generation-related assets ("Generation-Related Business")
are transferred or sold (whether or not the Generation-Related Business
constitutes "substantially all" of the Company's total assets), the 2005 Notes
will continue to be obligations of the Company.

            IN WITNESS WHEREOF, each party hereto has caused this instrument to
be signed in its name and behalf by its duly authorized signatories, all as of
the day and year first above written.

                                    AEP TEXAS CENTRAL COMPANY

                                    By /s/ Susan Tomasky
                                       Vice President
Attest:

By /s/ T. G. Berkemeyer
   Assistant Secretary
                                    BANK ONE, N. A.,
                                    as Trustee

                                    By /s/ Jeffery L. Eubank
                                       Vice President
Attest:

By /s/ David B. Knox
   Trust Officer



<PAGE>

                                    EXHIBIT A

                            FORM OF SERIES [C/F] NOTE



                                                   [Rule 144A Global Security]
                                                [Regulation S Global Security]
                                                       [Certificated Security]


                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]


            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

            [FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE
COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED STATES
BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE
THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.

                         [Restricted Securities Legend]

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A)(1) TO THE COMPANY, (2)
IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (4) OUTSIDE THE UNITED
STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE
SECURITIES ACT, (5) IN ACCORDANCE WITH ANOTHER APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY) OR (6) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND (B) IN EACH CASE
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF EACH STATE OF THE UNITED
STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES IT
WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF
THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A)(1), (2),(3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S.
PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT.

               [Temporary Regulation S Global Security Legend]

            EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTEREST IN THIS
TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN
THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN
INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY
DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(d)(3) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM
REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED
EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A
TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTEREST IN
THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR
TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR
SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND ONLY (I) TO THE COMPANY, (II)
IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A , (III) OUTSIDE THE
UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASE (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY
PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN
APPLICABLE.

            BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATIONS S GLOBAL SECURITY
MAY BE EXCHANGED FOR INTEREST IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH
EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH
RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST
DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS
CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY BEING
TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A
QUALIFIED INSTITUTIONAL BUYER WHEN THE MEANING OF RULE 144A (B) PURCHASING FOR
ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

            BENEFICIAL INTEREST IN A RULE 144A GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR
904 OF REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS
PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE
INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK
S.A./N.A. OR CLEARSTREAM BANKING SOCIETE ANONYME.

                        [Certificated Securities Legend]

            IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.






<PAGE>





                            AEP TEXAS CENTRAL COMPANY
                               3.00% Senior Notes,
                                Series [C/F] due
                                      2005

CUSIP:  [0010EPAG3/144A][U00804AC5/Reg S] Original Issue Date: February 18, 2003

Stated Maturity:  February 15, 2005        Interest Rate:   3.00%

Principal Amount: $150,000,000 (or such other amount as is indicated on
Schedule A)

Redeemable:       Yes   X           No
In Whole:         Yes   X           No
In Part:          Yes   X           No

            AEP TEXAS CENTRAL COMPANY, 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 corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to [________] or registered
assigns, the principal sum of _____ DOLLARS ($_____) [or such other amount as is
indicated on Schedule A hereto]* on the Stated Maturity specified above (or upon
earlier redemption); and to pay interest on said Principal Amount from the
Original Issue Date specified above or from the most recent interest payment
date (each such date, an "Interest Payment Date") to which interest has been
paid or duly provided for, semi-annually in arrears on February 15 and August 15
in each year, commencing on August 15, 2003, at the Interest Rate per annum
specified above, until the Principal Amount shall have been paid or duly
provided for. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

            The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date, as provided in the Indenture, as hereinafter
defined, shall be paid to the Person in whose name this Note (or one or more
Predecessor Securities) shall have been registered at the close of business on
the Regular Record Date with respect to such Interest Payment Date, which shall
be the January 31 or July 31 (whether or not a Business Day), as the case may
be, immediately preceding such Interest Payment Date, provided that interest
payable on the Stated Maturity or any redemption date shall be paid to the
Person to whom principal is paid. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid as provided in said Indenture.

            If any Interest Payment Date, any redemption date or Stated Maturity
is not a Business Day, then payment of the amounts due on this Note on such date
will be made on the next succeeding Business Day, and no interest shall accrue
on such amounts for the period from and after such Interest Payment Date,
redemption date or Stated Maturity, as the case may be, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, with the same force and effect as if
made on such date. The principal of (and premium, if any) and the interest on
this Note shall be payable at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City of New York, New York, in any
coin or currency of the United States of America which at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest (other than interest payable on Stated Maturity or any
redemption date) may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Security Register.

            This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture
(defined below), all issued or to be issued in one or more series under and
pursuant to an Indenture dated as of February 1, 2003 duly executed and
delivered between the Company and Bank One, N. A., a national banking
association organized and existing under the laws of the United States, as
Trustee (herein referred to as the "Trustee") (such Indenture, as originally
executed and delivered and as thereafter supplemented and amended being
hereinafter referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the holders of the Notes. By the terms of the
Indenture, the Notes are issuable in series which may vary as to amount, date of
maturity, rate of interest and in other respects as in the Indenture provided.
This Note is one of the series of Notes designated on the face hereof as 3.00%
Senior Notes, Series [C/F] due 2005 initially issued in the aggregate principal
amount of $150,000,000.

            This Note may be redeemed by the Company at its option, in whole at
any time or in part from time to time, upon not less than thirty but not more
than sixty days' previous notice given by mail to the registered owners of the
Note at a redemption price equal to the greater of (i) 100% of the principal of
the Note being redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Note being redeemed
(excluding the portion of any such interest accrued to the date of redemption)
discounted (for purposes of determining present value) to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) plus 20 basis points, plus, in each
case, accrued interest thereon to the date of redemption.

      "Treasury Rate" means, with respect to any redemption date, the rate per
      annum equal to the semi-annual 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 Notes 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 the Notes.

      "Comparable Treasury Price" means, with respect to any redemption date,
      (1) 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 (2) if such release (or any
      successor release) is not published or does not contain such prices on
      such third Business Day, the Reference Treasury Dealer redemption date.

      "Independent Investment Banker" means one of the Reference Treasury
      Dealers appointed by the Company and reasonably acceptable to the Trustee.

      "Reference Treasury Dealer" means a primary U.S. government securities
      dealer selected by the Company and reasonably acceptable to the Trustee.

      "Reference Treasury Dealer Quotation" means, with respect to the 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 or before 5:00
      p.m., New York City time, on the third Business Day preceding such
      redemption date.

            The Company shall not be required to (i) issue, exchange or register
the transfer of any Notes during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than all
the outstanding Notes of the same series and ending at the close of business on
the day of such mailing, nor (ii) register the transfer of or exchange of any
Notes of any series or portions thereof called for redemption. This Global Note
is exchangeable for Notes in definitive registered form only under certain
limited circumstances set forth in the Indenture.

            In the event of redemption of this Note in part only, a new Note or
Notes of this series, of like tenor, for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the surrender of this Note.

            In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

            The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note upon compliance by the Company with certain
conditions set forth therein. This Note will not have a sinking fund.

            As described in the supplemental indenture relating to the Notes, so
long as this Note is outstanding, the Company is subject to a limitation on
issuance of Secured Debt as described therein.

            The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Notes of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to the Indenture,
without the consent of the holder of each Note then outstanding and affected;
(ii) reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such supplemental indenture, or reduce the percentage of
Notes, the holders of which are required to waive any default and its
consequences, without the consent of the holder of each Note then outstanding
and affected thereby; or (iii) modify any provision of Section 6.01(c) of the
Indenture (except to increase the percentage of principal amount of securities
required to rescind and annul any declaration of amounts due and payable under
the Notes), without the consent of the holder of each Note then outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority in aggregate principal amount of the Notes of all series at the
time outstanding affected thereby, on behalf of the Holders of the Notes of such
series, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture with
respect to such series, and its consequences, except a default in the payment of
the principal of or premium, if any, or interest on any of the Notes of such
series. Any such consent or waiver by the registered Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and of any Note
issued in exchange herefor or in place hereof (whether by registration or
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Note.

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

            As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered holder hereof on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company as may be
designated by the Company accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his or her attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.

            Prior to due presentment for registration of transfer of this Note,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the registered Holder hereof as the absolute owner hereof (whether or
not this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and premium, if any,
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Security Registrar shall be affected by
any notice to the contrary.

            No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any 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, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly released waived and
released.

            The Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof
except that a Note issued to an Institutional Accredited Investor will be in
denominations of at $250,000. As provided in the Indenture and subject to
certain limitations, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of a different authorized denomination,
as requested by the Holder surrendering the same.

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

            This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

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

                                    AEP TEXAS CENTRAL COMPANY


                                       By:----------------------------


Attest:

By:  ____________________________


---------------
*     Insert in the Rule 144A Global Security and the Regulation S Global
      Security only.


<PAGE>


                                   ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM-as tenants in     UNIF GIFT MIN ACT-_______    Custodian ________
        common                                           (Cust)      (Minor)
TEN ENT-as tenants by                          under Uniform Gifts to
        the entireties                         Minors Act
JT TEN-As joint tenants
       with right of                            -------------------------
       survivorship and                                 (State)
       not as tenants
       in common

                  Additional abbreviations may also be used though not on the
                        above list.

      FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
___________________ (please insert Social Security or other identifying number
of assignee)


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE




the within Note and all rights thereunder, hereby irrevocably constituting
and appointing


agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated: ___________



                       NOTICE: The signature to this assignment must correspond
                       with the name as written upon the face of the within
                       instrument in every particular without alteration or
                       enlargement, or any change whatever.



<PAGE>


      In connection with any transfer of any of the Series C Notes evidenced by
this certificate, the undersigned confirms that such Series C Notes are being:

CHECK ONE BOX BELOW

      (1)          exchanged for the undersigned's own account without
                   transfer; or

      (2)          transferred to a person whom the undersigned reasonably
                   believes to be a "qualified institutional buyer" as defined
                   in Rule 144A under the Securities Act of 1933 who is
                   purchasing such Series C Notes for such buyer's own account
                   or the account of a "qualified institutional buyer" in a
                   transaction meeting the requirements of Rule 144A under the
                   Securities Act of 1933 and any applicable securities laws of
                   any state of the United States or any other jurisdiction; or

      (3)          exchanged or transferred pursuant to and in compliance with
                   Rule 903 or 904 of Regulation S under the Securities Act of
                   1933; or

      (4)          exchanged or transferred to an institutional "accredited
                   investor" within the meaning of Rule 501(a)(1), (2), (3) or
                   (7) of Regulation D under the Securities Act pursuant to Rule
                   144A (and based upon an opinion of counsel if the Company or
                   the Trustee so requests) and, to the knowledge of the
                   transferor of the Series C Notes, such institutional
                   accredited investor to whom such Note is to be transferred is
                   not an "affiliate" (as defined in Rule 144 under the
                   Securities Act) of the Company; or

      (5)          transferred pursuant to another available exemption from the
                   registration requirements of the Securities Act of 1933.

      Unless one of the boxes is checked, the Trustee will refuse to register
any of the Series C Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if box
(3), (4) or (5) is checked, the Company may require, prior to registering any
such transfer of the Series C Notes, such legal opinions, certifications and
other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act; provided, further, that if
box (2) is checked, the transferee must also certify that it is a qualified
institutional buyer as defined in Rule 144A.

                                    ----------------------------------------
                                                   Signature


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



<PAGE>


            TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

      The undersigned represents and warrants that it is purchasing this Series
C Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Date: _________________

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



               NOTICE: To be executed by an executive officer.



<PAGE>


                                   SCHEDULE A

      The initial aggregate principal amount of Series C Notes evidenced by the
Certificate to which this Schedule is attached is $___________. The notations on
the following table evidence decreases and increases in the aggregate principal
amount of Series C Notes evidenced by such Certificate.

                                         Principal Amount
                                         of Series C Notes
    Decrease in         Increase in       Remaining After
Principal Amount of   Principal Amount   Such Decrease or      Notation by
   Series C Notes    of Series C Notes       Increase       Security Registrar








<PAGE>

                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Notes referred to in the within-mentioned Indenture.

                                    BANK ONE, N. A.,
                                   as Trustee


                                    By:
                                       ---------------------------------------
                                                Authorized Signatory




<PAGE>


                                    EXHIBIT C

                          FORM OF TRANSFER CERTIFICATE

      In connection with any transfer of any of the Series C Notes evidenced by
this certificate, the undersigned confirms that such Series C Notes are being:

CHECK ONE BOX BELOW

   (1)             exchanged for the undersigned's own account without
                   transfer; or

   (2)             transferred to a person whom the undersigned reasonably
                   believes to be a "qualified institutional buyer" as defined
                   in Rule 144A under the Securities Act of 1933 who is
                   purchasing such Series C Notes for such buyer's own account
                   or the account of a "qualified institutional buyer" in a
                   transaction meeting the requirements of Rule 144A under the
                   Securities Act of 1933 and any applicable securities laws of
                   any state of the United States or any other jurisdiction; or

   (3)             exchanged or transferred pursuant to and in compliance with
                   Rule 903 or 904 of Regulation S under the Securities Act of
                   1933; or

   (4)             exchanged or transferred to an institutional "accredited
                   investor" within the meaning of Rule 501(a)(1), (2), (3) or
                   (7) of Regulation D under the Securities Act pursuant to Rule
                   144A (and based upon an opinion of counsel if the Company or
                   the Trustee so requests) and, to the knowledge of the
                   transferor of the Series C Notes, such institutional
                   accredited investor to whom such Note is to be transferred is
                   not an "affiliate" (as defined in Rule 144 under the
                   Securities Act) of the Company; or

   (5)             transferred pursuant to another available exemption from the
                   registration requirements of the Securities Act of 1933.

      Unless one of the boxes is checked, the Trustee will refuse to register
any of the Series C Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if box
(3) or (4) is checked, the Company may require, prior to registering any such
transfer of the Series C Notes, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act; provided, further, that if
box (2) is checked, the transferee must also certify that it is a qualified
institutional buyer as defined in Rule 144A.


                                                    Signature




<PAGE>


            TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

      The undersigned represents and warrants that it is purchasing this Series
C Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.



Date: _______________

      ______________
--------------------



               NOTICE: To be executed by an executive officer.



<PAGE>


                                   EXHIBIT D

                        FORM OF LETTER TO BE DELIVERED BY
                       INSTITUTIONAL ACCREDITED INVESTORS


Ladies and Gentlemen:

      In connection with our proposed purchase of the 3.00% Senior Notes, Series
C due 2005 (the Notes) issued by AEP Texas Central Company, a Texas corporation
(Issuer), we confirm that:

      1.    We are purchasing the Notes for our own account, or for one or
            more investor accounts for which we are acting as a fiduciary or
            agent, in each case for investment, and not with a view to, or
            for offer or sale in connection with, any distribution in
            violation of the Securities Act, subject to any requirement of
            law that the disposition of our property or the property of such
            investor account or accounts be at all times within our or their
            control and subject to our or their ability to resell the Notes
            pursuant to Rule 144A, Regulation S or any exemption from
            registration available under the Securities Act.

      2.    We are an institutional "accredited investor" within the meaning
            of Rule 50l(a)(l), (2), (3) or (7) under the Securities Act who
            is purchasing Notes with a principal amount of at least $250,000
            and, if the Notes are to be purchased for one or more accounts
            (the "investor accounts") for which we are acting as fiduciary or
            agent, each such account is an institutional accredited investor
            who is purchasing Notes with a principal amount of at least
            $250,000.  In the normal course of business or our investing
            activities, we invest in or purchase securities similar to the
            Notes and we have such knowledge and experience in financial
            business matters that we are capable of evaluating the merits and
            risks of purchasing the Notes.  We are aware that we (or any
            investor account) may be required to bear the economic risk of an
            investment in the Notes for an indefinite period of time and we
            (or such investor account) are able to bear such risk for an
            indefinite period.

      3.    We acknowledge that none of the Issuer, the initial purchasers or
            any persons representing any of them has made any representation
            to us with respect to any such entity or the offering or sale of
            any Notes, other than the information contained in the Issuer's
            offering memorandum dated February 12, 2003, related to the
            Notes, which offering memorandum has been delivered to it and
            upon which it is relying in making its investment decision with
            respect to the Notes.  Accordingly, we acknowledge that no
            representation or warranty is made by the initial purchasers as
            to the accuracy or completeness of such materials.  We have had
            access to such financial and other information concerning the
            Issuer and the Notes as we have deemed necessary in connection
            with our decision to purchase any of the Notes including an
            opportunity to ask questions of, and request information from,
            the Issuer and the initial purchasers.

      4.    We understand and agree that the offer and sale of the Notes have
            not been registered under the Securities Act and that such Notes
            are being offered only in a transaction not involving any public
            offering within the meaning of the Securities Act, and that (A)
            if we decide to resell, pledge or otherwise transfer such Notes
            on which a legend setting forth these restrictions appears, such
            Notes may be resold, pledged or otherwise transferred only (i) to
            the Issuer, (ii) in a transaction entitled to an exemption from
            registration provided by Rule 144 under the Securities Act, (iii)
            so long as such Notes are eligible for resale pursuant to Rule
            144A, to a person whom we reasonably believe is a qualified
            institutional buyer that purchases for its own account or for the
            account of a qualified institutional buyer to whom notice is
            given that the resale, pledge or other transfer is being made in
            reliance on Rule 144A, (iv) outside the United States in a
            transaction meeting the requirements of Regulation S, (v) in
            accordance with another exemption from the registration
            requirements of the Securities Act (and based upon an opinion of
            counsel acceptable to the Issuer), in each case in accordance
            with any applicable securities laws of any state of the United
            States or (vi) pursuant to a registration statement which has
            been declared effective under the Securities Act and (B) we will,
            and each subsequent holder is required to, notify any purchaser
            of Notes from us or it of the resale restrictions referred to in
            (A) above, if then applicable.  We acknowledge that the foregoing
            restrictions apply to holders of beneficial interest in the
            Notes, as well as to holders of the Notes.

      5.    We understand that, on any proposed resale of any Notes, we will be
            required to furnish to the trustee and the Issuer such
            certifications, legal opinions and other information as the trustee
            and the Issuer may reasonably require to confirm that the proposed
            sale complies with the foregoing restrictions. We further understand
            that the Notes purchased by us will bear a legend to the foregoing
            effect.

      6.    We acknowledge that the Issuer, the trustee, the initial
            purchasers and others will rely upon the truth and accuracy of
            the foregoing acknowledgements, representations and agreements
            and agree that if any of the foregoing acknowledgements,
            representations or agreements are no longer accurate, we shall
            promptly notify the Issuer, the trustee and the initial
            purchasers.  If we are acquiring the Notes as a fiduciary or
            agent for one or more investor accounts, we represent that we
            have sole investment discretion with respect to each such account
            and we have full power to make the foregoing acknowledgements,
            representations and agreements on behalf of each account and that
            each such investor account is eligible to purchase the Notes.

      7.    The Issuer, the trustee and the initial purchasers are entitled to
            rely upon this letter and are irrevocably authorized to produce this
            letter or a copy hereof to any interested party in any
            administrative or legal proceeding or official inquiry with respect
            to the matters covered hereby.

                                    Very truly yours,


                                       By:
                                      Name:
                                     Title: