EXHIBIT 4(d)

                            AEP TEXAS CENTRAL COMPANY


                                       AND


                                BANK ONE, N. A.,





                                   AS TRUSTEE


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


                                    INDENTURE


                          Dated as of February 1, 2003


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



<PAGE>




                              CROSS-REFERENCE TABLE

    Section of
Trust Indenture Act                                               Section of
of 1939, as amended                                               Indenture

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


<PAGE>



                                TABLE OF CONTENTS

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

                                    RECITALS:

Purpose of Indenture.........................................................1
Compliance with legal requirements...........................................1
Purpose of and consideration for Indenture...................................1

ARTICLE ONE - DEFINITIONS

      Section 1.01

            Definitions......................................................2

ARTICLE TWO - ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES

      Section 2.01
            Designation, terms, amount, authentication
            and delivery of Securities.......................................8

      Section 2.02
            Form of Security and Trustee's certificate.......................9

      Section 2.03...........................................................9
            Date and denominations of Securities,
            and provisions for payment of principal,
            premium and interest.............................................9

      Section 2.04
            Execution of Securities.........................................11

      Section 2.05
            Exchange of Securities..........................................12

      Section 2.06
            Temporary Securities............................................13

      Section 2.07
            Mutilated, destroyed, lost or
            stolen Securities...............................................14

      Section 2.08
            Cancellation of surrendered Securities..........................14

      Section 2.09
            Provisions of Indenture and Securities
            for sole benefit of parties and
            Securityholders.................................................15

      Section 2.10
            Appointment of Authenticating Agent.............................15

      Section 2.11
            Global Security.................................................15

      Section 2.12
            Payment in Proper Currency......................................16

      Section 2.13
            Identification of Securities....................................17

ARTICLE THREE - REDEMPTION OF SECURITIES AND
SINKING FUND PROVISIONS

      Section 3.01
            Redemption of Securities........................................17

      Section 3.02
            Notice of redemption............................................17

      Section 3.03
            When Securities called for
            redemption become due and payable...............................18

      Section 3.04
            Sinking Fund for Securities.....................................19

      Section 3.05
            Satisfaction of Sinking Fund....................................19
            Payments with Securities

      Section 3.06
            Redemption of Securities for
            Sinking Fund....................................................19

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

      Section 4.01
            Payment of principal (and premium
            if any) and interest on Securities..............................20

      Section 4.02
            Maintenance of office or agency for payment of Securities,
            designation of office or agency for payment, registration, transfer
            and exchange
            of Securities...................................................20

      Section 4.03
            Duties of paying agent..........................................20

      Section 4.04
            Appointment to fill vacancy in
            office of Trustee...............................................21

      Section 4.05
            Restriction on consolidation,
            merger or sale..................................................21

ARTICLE FIVE - SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

      Section 5.01
            Company to furnish Trustee information
            as to names and addresses of
            Securityholders.................................................21

      Section 5.02
            Trustee to preserve information
             as to names and addresses of
             Securityholders received by it
             in capacity of paying agent....................................22

      Section 5.03
            Annual and other reports to be filed
            by Company with Trustee.........................................23

      Section 5.04
            Trustee to transmit annual report
            to Securityholders..............................................24

ARTICLE SIX - REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

      Section 6.01
            Events of default defined.......................................25

      Section 6.02
            Covenant of Company to pay to
            Trustee whole amount due on
            Securities on default in payment
            of interest or principal (and
            premium, if any)................................................27

      Section 6.03
            Application of monies collected by Trustee......................28

      Section 6.04
            Limitation on suits by holders of Securities....................29

      Section 6.05
            Remedies Cumulative.............................................29

      Section 6.06
            Rights of holders of majority in
            principal amount of Securities to
            direct trustee and to waive defaults............................30

      Section 6.07
            Trustees to give notice of defaults
            known to it, but may withhold in
            certain circumstances...........................................30

      Section 6.08
            Requirements of an undertaking to pay
            costs in certain suits under Indenture
            or against Trustee..............................................31

ARTICLE SEVEN - CONCERNING THE TRUSTEE

      Section 7.01
            Upon Event of Default occurring and continuing, Trustee shall
            exercise powers vested in it, and use same degree of care and skill
            in their exercise, as
            prudent individual will use.....................................31

      Section 7.02
            Trustee may rely on documents believed
            genuine and properly signed or presented........................32

      Section 7.03
            Trustee not liable for recitals in
             Indenture or in Securities.....................................34

      Section 7.04
            Trustee, paying agent or Security
            Registrar may own Security......................................34

      Section 7.05
            Monies received by Trustee to be held
            in Trust without interest.......................................34

      Section 7.06
            Trustee entitled to compensation,
             reimbursement and indemnity....................................34

      Section 7.07
            Right of Trustee to rely on certificate
            of officers of Company where no other
            evidence specifically prescribed................................35

      Section 7.08
            Trustee acquiring conflicting interest
            to eliminate conflict or resign.................................35

      Section 7.09
            Requirements for eligibility of
            trustee.........................................................35

      Section 7.10
             Resignation of Trustee and
             appointment of successor.......................................35

      Section 7.11
            Acceptance by successor Trustee.................................37

      Section 7.12
            Successor to Trustee by merger, consolidation
            of succession to business.......................................38

      Section 7.13
            Limitations on rights of Trustee as a
            creditor to obtain payment of certain
            claims..........................................................38

ARTICLE EIGHT - CONCERNING THE SECURITYHOLDERS

      Section 8.01
            Evidence of action by Securityholders...........................38

      Section 8.02
            Proof of execution of instruments and of
            holding of Securities...........................................39

      Section 8.03
            Who may be deemed owners of Securities..........................39

      Section 8.04
            Securities owned by Company or controlled
            or controlling companies disregarded for
            certain purposes................................................39

      Section 8.05
            Instruments executed by Securityholders
            bind future holders.............................................40

ARTICLE NINE - SUPPLEMENTAL INDENTURES

      Section 9.01
            Purposes for which supplemental indenture
            may be entered into without consent of
            Securityholders.................................................40

      Section 9.02
            Modification of Indenture with consent
            of Securityholders..............................................42

      Section 9.03
            Effect of supplemental indentures...............................43

      Section 9.04
            Securities may bear notation of changes
            by supplemental indentures......................................44

      Section 9.05
            Opinion of Counsel..............................................44

ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

      Section 10.01
            Consolidations or mergers of Company
            and sales or conveyances of property
            of Company permitted............................................44

      Section 10.02
            Rights and duties of successor company..........................44

      Section 10.03
            Opinion of Counsel..............................................45

ARTICLE ELEVEN - DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

      Section 11.01
            Defeasance and conditions to defeasance.........................45

      Section 11.02
            Application by Trustee of funds deposited
            for payment of Securities.......................................47

      Section 11.03
            Repayment of monies held by paying agent........................47

      Section 11.04
            Repayment of monies held by Trustee.............................47

      Section 11.05
            Delivery of Officer's Certificate
            and Opinion of Counsel..........................................47

ARTICLE TWELVE - IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

      Section 12.01
            Incorporators, Stockholders, officers and
            directors of Company exempt from individual
            liability.......................................................47

ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

      Section 13.01
            Successors and assigns of Company
            bound by Indenture..............................................48

      Section 13.02
            Acts of board, committee or officer
            of successor company valid......................................48

      Section 13.03
            Surrender of powers by Company....................................

      Section 13.04
            Required notices or demands may by
            served by mail..................................................48

      Section 13.05
            Indenture and Securities to be construed
            in accordance with laws of the State
            of New York.....................................................49

      Section 13.06
            Officers' Certificate and Opinion of
            Counsel to be furnished upon applications
            or demands by company...........................................49

      Section 13.07
            Payments due on non-Business Days...............................49

      Section 13.08
            Provisions required by Trust Indenture
            Act of 1939 to control..........................................49

      Section 13.09
            Indenture may be executed in counterparts.......................49

      Section 13.10
            Separability of Indenture provisions............................49

      Section 13.11
            Assignment by Company to subsidiary.............................50

      Section 13.12
            Headings........................................................50

      Section 13.13
            Securities in Foreign Currencies................................50

ACCEPTANCE OF TRUST BY TRUSTEE..............................................51

TESTIMONIUM.................................................................51

SIGNATURES AND SEALS........................................................51

ACKNOWLEDGEMENTS............................................................52



<PAGE>



      THIS INDENTURE, dated 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 (hereinafter sometimes referred to as the "Company"), and
BANK ONE, N. A., a national banking association organized under the laws of the
United States, as trustee (hereinafter sometimes referred to as the "Trustee"):

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured promissory notes or other evidences of indebtedness
(hereinafter referred to as the "Securities"), in an unlimited aggregate
principal amount to be issued from time to time in one or more series as in this
Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee, and which will rank pari passu
with all other unsecured and unsubordinated debt of the Company;

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

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE
                                   DEFINITIONS

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

Affiliate:

The term "Affiliate" of the Company shall mean any company at least a majority
of whose outstanding voting stock shall at the time be owned by the Company, or
by one or more direct or indirect subsidiaries of or by the Company and one or
more direct or indirect subsidiaries of the Company. For the purposes only of
this definition of the term "Affiliate", the term "voting stock", as applied to
the stock of any company, shall mean stock of any class or classes having
ordinary voting power for the election of a majority of the directors of such
company, other than stock having such power only by reason of the occurrence of
a contingency.

Authenticating Agent:

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

Authorized Officer:

The term "Authorized Officer" shall mean the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer or any
other officer or agent of the Company duly authorized by the Board of Directors
to act in respect of matters relating to this Indenture.

Board of Directors or Board:

The term "Board of Directors" or "Board" shall mean the Board of Directors of
the Company, or any duly authorized committee of such Board.

Board Resolution:

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

Business Day:

The term "Business Day", with respect to any Security, shall mean any day that
(a) in the Place of Payment (or in any of the Places of Payment, if more than
one) in which amounts are payable as specified in the form of such Security and
(b) in the city in which the Trustee administers its corporate trust business,
is not a day on which banking institutions are authorized or required by law or
regulation to close.

Certificate:

The term "Certificate" shall mean a certificate signed by an Authorized Officer.
The Certificate need not comply with the provisions of Section 13.06.

Commission:

The term "Commission" shall mean the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body, if any, performing
such duties on such date.

Company:

The term "Company" shall mean AEP Texas Central Company, a corporation duly
organized and existing under the laws of Texas, and, subject to the provisions
of Article Ten, shall also include its successors and assigns.

Company Order:

The term "Company Order" shall mean a written order signed in the name of the
Company by an Authorized Officer and the Secretary or an Assistant Secretary of
the Company, pursuant to a Board Resolution establishing a series of Securities.

Corporate Trust Office:

The term "Corporate Trust Office" shall mean the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at

Default:

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

Depository:

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

Discount Security:

The term "Discount Security" means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01(b).

Dollar:

The term "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

Eligible Obligations:

The term "Eligible Obligations" means (a) with respect to Securities denominated
in Dollars, Governmental Obligations; or (b) with respect to Securities
denominated in a currency other than Dollars or in a composite currency, such
other obligations or instruments as shall be specified with respect to such
Securities, as contemplated by Section 2.01.

Event of Default:

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

Global Security:

The term "Global Security" shall mean, with respect to any series of Securities,
a Security executed by the Company and authenticated and delivered by the
Trustee to the Depository or pursuant to the Depository's instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depository or its nominee.

Governmental Authority:

The term "Governmental Authority" means the government of the United States or
of any State or Territory thereof or of the District of Columbia or of any
county, municipality or other political subdivision of any of the foregoing, or
any department, agency, authority or other instrumentality of any of the
foregoing.

Governmental Obligations:

The term "Governmental Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by such
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depository receipt.

Indenture:

The term "Indenture" shall mean this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented, and
shall include the terms of a particular series of Securities established as
contemplated by Section 2.01.

Instructions:

The term "Instructions" shall mean instructions acceptable to the Trustee issued
pursuant to a Company Order in connection with a Periodic Offering and signed by
an Authorized Officer. Instructions need not comply with the provisions of
Section 13.06.

Interest:

The term "interest" when used with respect to non-interest bearing Securities
shall mean interest payable after maturity (whether at stated maturity, upon
acceleration or redemption or otherwise) or after the date, if any, on which the
Company becomes obligated to acquire a Security, whether by purchase or
otherwise.

Interest Payment Date:

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

Officers' Certificate:

The term "Officers' Certificate" shall mean a certificate signed by an
Authorized Officer and by the Secretary or Assistant Secretary of the Company.
Each such certificate shall include the statements provided for in Section
13.06, if and to the extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel for the Company. Each such opinion
shall include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.

Outstanding:

The term "outstanding", when used with reference to Securities of any series,
shall, subject to the provisions of Section 8.04, mean, as of any particular
time, all Securities of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Securities theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation or which have previously been canceled; (b) Securities or
portions thereof for the payment or redemption of which monies or Eligible
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07. The
principal amount of a Discount Security that shall be deemed to be Outstanding
for purposes of this Indenture shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof.

Periodic Offering:

The term "Periodic Offering" means an offering of Securities of a series from
time to time, during which any or all of the specific terms of the Securities,
including without limitation the rate or rates of interest, if any, thereon, the
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.

Person:

The term "person" means any individual, corporation, partnership, limited
liability company, joint venture, trust or unincorporated organization or any
Governmental Authority.

Place of Payment:

The term "Place of Payment" shall mean the place or places where the principal
of and interest, if any, on the Securities of any series are payable as
specified in accordance with Section 2.01.

Predecessor Security:

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

Responsible Officer:

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

Security or Securities:

The term "Security" or "Securities" shall mean any Security or Securities, as
the case may be, authenticated and delivered under this Indenture.

Securityholder:

The term "Securityholder", "holder of Securities" or "registered holder" shall
mean the person or persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture.

Series:

The term "series" means a series of Securities established pursuant to this
Indenture and includes, if the context so requires, each Tranche thereof.

Tranche:

The term "Tranche" means Securities which (a) are of the same series and (b)
have identical terms except as to principal amount and/or date of issuance.

Trustee:

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

Trust Indenture Act:

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

United States:

The term "United States" means the United States of America, its Territories,
its possessions and other areas subject to its political jurisdiction.

                                  ARTICLE TWO

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

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

      The Securities may be issued from time to time in one or more series and
in one or more Tranches thereof. Each series shall be authorized by a Company
Order or Orders or one or more indentures supplemental hereto, which shall
specify whether the Securities of such series shall be subject to a Periodic
Offering. The Company Order or Orders or supplemental indenture and, in the case
of a Periodic Offering, Instructions or other procedures acceptable to the
Trustee specified in such Company Order or Orders, shall establish the terms of
the series, which may include the following: (i) any limitations on the
aggregate principal amount of the Securities to be authenticated and delivered
under this Indenture as part of such series (except for Securities authenticated
and delivered upon registration of transfer of, in exchange for or in lieu of
other Securities of that series); (ii) the stated maturity or maturities of such
series; (iii) the date or dates from which interest shall accrue, the Interest
Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Date; (iv) the interest rate or rates (which may be fixed or variable),
or method of calculation of such rate or rates, for such series; (v) the terms,
if any, regarding the redemption, purchase or repayment of such series (whether
at the option of the Company or a holder of the Securities of such series and
whether pursuant to a sinking fund or analogous provisions, including payments
made in cash in anticipation of future sinking fund obligations), including
redemption, purchase or repayment date or dates of such series, if any, and the
price or prices and other terms and conditions applicable to such redemption,
purchase or repayment (including any premium); (vi) whether or not the
Securities of such series shall be issued in whole or in part in the form of a
Global Security and, if so, the Depositary for such Global Security and the
related procedures with respect to transfer and exchange of such Global
Security; (vii) the designation of such series; (viii) the form of the
Securities of such series; (ix) the maximum annual interest rate, if any, of the
Securities permitted for such series; (x) whether the Securities of such series
shall be subject to Periodic Offering; (xi) the currency or currencies,
including composite currencies, in which payment of the principal of (and
premium, if any) and interest on the Securities of such series shall be payable,
if other than Dollars; (xii) any other information necessary to complete the
Securities of such series; (xiii) the establishment of any office or agency
pursuant to Section 4.02 hereof and any other place or places which the
principal of and interest, if any, on Securities of that series shall be
payable; (xiv) if other than denominations of $1,000 or any integral multiple
thereof, the denominations in which the Securities of the series shall be
issuable; (xv) the obligations or instruments, if any, which shall be considered
to be Eligible Obligations in respect of the Securities of such series
denominated in a currency other than Dollars or in a composite currency; (xvi)
whether or not the Securities of such series shall be issued as Discount
Securities and the terms thereof, including the portion of the principal amount
thereof which shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.01(b); (xvii) if the principal of and premium, if
any, or interest, if any, on such Securities are to be payable, at the election
of the Company or the holder thereof, in coin or currency, including composite
currencies, other than that in which the Securities are stated to be payable,
the period or periods within which, and the terms and conditions upon which,
such election shall be made; (xviii) if the amount of payment of principal of
and premium, if any, or interest, if any, on such Securities may be determined
with reference to an index, formula or other method, or based on a coin or
currency other than that in which the Securities are stated to be payable, the
manner in which such amount shall be determined; (xix) whether the provisions of
Section 4.05 and Article Ten (or portions thereof) shall apply to the Securities
of a series; and (xx)any other terms of such series not inconsistent with this
Indenture.

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

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

SECTION 2.02. The Securities of any series shall be substantially of the tenor
and purport (i) as set forth in one or more indentures supplemental hereto or as
provided in a Company Order, or (ii) with respect to any Tranche of Securities
of a series subject to Periodic Offering, to the extent permitted by any of the
documents referred to in clause (i) above, in Instructions, or by other
procedures acceptable to the Trustee specified in such Company Order or Orders,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed or of the Depository,
or to conform to usage.

      The Trustee's Certificate of Authentication shall be in substantially the
following form:

      "This is one of the Securities of the series designated in accordance
      with, and referred to in, the within-mentioned Indenture.

      Dated:

      BANK ONE, N. A.

      By:___________________________
         Authorized Signatory"

SECTION 2.03. The Securities shall be issuable as registered Securities and in
the denominations of $1,000 or any integral multiple thereof, subject to
Sections 2.01(xi) and (xiv). The Securities of a particular series shall bear
interest payable on the dates and at the rate or rates specified with respect to
that series. Except as otherwise specified as contemplated by Section 2.01, the
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in Dollars at the office or agency of the Company maintained for that
purpose. Each Security shall be dated the date of its authentication.

      The interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment, except that
interest payable on redemption or maturity shall be payable as set forth in the
Company Order or indenture supplemental hereto establishing the terms of such
series of Securities. Except as otherwise specified as contemplated by Section
2.01, interest on Securities will be computed on the basis of a 360-day year of
twelve 30-day months.

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

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

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

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

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

SECTION 2.04. The Securities shall, subject to the provisions of Section 2.06,
be printed on steel engraved borders or fully or partially engraved, or legibly
typed, as the proper officer of the Company may determine, and shall be signed
on behalf of the Company by an Authorized Officer. The signature of such
Authorized Officer upon the Securities may be in the form of a facsimile
signature of a present or any future Authorized Officer and may be imprinted or
otherwise reproduced on the Securities and for that purpose the Company may use
the facsimile signature of any person who shall have been an Authorized Officer,
notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such person shall have ceased to be an Authorized
Officer.

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with an indenture
supplemental hereto or a Company Order for the authentication and delivery of
such Securities and the Trustee, in accordance with such supplemental indenture
or Company Order, shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with Instructions or such other procedures acceptable to the Trustee
as may be specified by or pursuant to such supplemental indenture or Company
Order delivered to the Trustee prior to the time of the first authentication of
Securities of such series.

      In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive and (subject to Section 7.01) shall be fully protected in
relying upon, (i) an Opinion of Counsel and (ii) and Officers' Certificate, each
stating that the form and terms thereof have been established in conformity with
the provisions of this Indenture; provided, however, that, with respect to
Securities of a series subject to a Periodic Offering, the Trustee shall be
entitled to receive such Opinion of Counsel and Officers' Certificate only once
at or prior to the time of the first authentication of Securities of such series
and that, in such opinion or certificate, the opinion or certificate described
above may state that when the terms of such Securities, or each Tranche thereof,
shall have been established pursuant to a Company Order or Orders or pursuant to
such procedures acceptable to the Trustee, as may be specified by a Company
Order, such terms will have been established in conformity with the provisions
of this Indenture. Each Opinion of Counsel and Officers' Certificate delivered
pursuant to this Section 2.04 shall include all statements prescribed in Section
13.06(b). Such Opinion of Counsel shall also be to the effect that when such
Securities have been executed by the Company and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered to and duly paid
for by the purchasers thereof, they will be valid and legally binding
obligations of the Company, enforceable in accordance with their terms (subject
to customary exceptions) and will be entitled to the benefits of this Indenture.

      With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the forms and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Company Order, Opinion of Counsel,
Officers' Certificate and other documents delivered pursuant to Sections 2.01
and this Section, as applicable, at or prior to the time of the first
authentication of Securities of such series unless and until such Company Order,
Opinion of Counsel, Officers' Certificate or other documents have been
superseded or revoked or expire by their terms.

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

SECTION 2.05.

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

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

     Upon  surrender for transfer of any Security at the office or agency of the
     Company  designated for such purpose in the Borough of Manhattan,  the City
     and State of New York, or other  location as  aforesaid,  the Company shall
     execute,  the Trustee  shall  authenticate  and such office or agency shall
     deliver in the name of the  transferee  or  transferees  a new  Security or
     Securities  of  the  same  series  as  the  Security  presented  for a like
     aggregate principal amount.

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

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

(d)  The Company  shall  neither be required (i) to issue,  exchange or register
     the transfer of any Securities  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  Securities of the same series and ending at
     the close of business on the day of such mailing,  nor (ii) to register the
     transfer of or exchange of any Securities of any series or portions thereof
     called for  redemption or as to which the holder  thereof has exercised its
     right,  if any, to require the Company to repurchase such Security in whole
     or in part,  except  that  portion  of such  Security  not  required  to be
     repurchased.  The  provisions of this Section 2.05 are, with respect to any
     Global Security, subject to Section 2.11 hereof.

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

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

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

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

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

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

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

SECTION 2.11.

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

(b)  Notwithstanding  the provisions of Section 2.05,  the Global  Security of a
     series  may be  transferred,  in whole  but not in part  and in the  manner
     provided in Section 2.05,  only to another  nominee of the  Depository  for
     such  series,  or to a successor  Depository  for such  series  selected or
     approved by the Company or to a nominee of such successor Depository.

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

SECTION 2.12. In the case of the Securities of any series denominated in any
currency other than Dollars or in a composite currency (the "Required
Currency"), except as otherwise specified with respect to such Securities as
contemplated by Section 2.01, the obligation of the Company to make any payment
of the principal thereof, or the premium or interest thereon, shall not be
discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable. If any such tender or
recovery is in a currency other than the Required Currency, the Trustee may take
such actions as it considers appropriate to exchange such currency for the
Required Currency. The costs and risks of any such exchange, including, without
limitation, the risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain fully liable for any shortfall or
delinquency in the full amount of Required Currency then due and payable, and in
no circumstances shall the Trustee be liable therefor except in the case of its
negligence or willful misconduct.

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

                                 ARTICLE THREE
              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

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

SECTION 3.02.

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

     Unless otherwise so provided as to a particular series of Securities, if at
     the time of mailing of any notice of redemption  the Company shall not have
     deposited with the paying agent an amount in cash  sufficient to redeem all
     of the Securities called for redemption,  including accrued interest to the
     date fixed for  redemption,  such notice  shall state that it is subject to
     the receipt of redemption  moneys by the paying agent on or before the date
     fixed for redemption  (unless such redemption is mandatory) and such notice
     shall be of no effect  unless such moneys are so received on or before such
     date.

     Each such notice of redemption shall identify the Securities to be redeemed
     (including  CUSIP numbers,  if any),  specify the date fixed for redemption
     and the  redemption  price at which  Securities  of that  series  are to be
     redeemed,  and shall  state that  payment of the  redemption  price of such
     Securities  to be  redeemed  will be made at the  office  or  agency of the
     Company, upon presentation and surrender of such Securities,  that interest
     accrued to the date fixed for redemption  will be paid as specified in said
     notice,  that from and after  said date  interest  will cease to accrue and
     that the  redemption  is for a sinking  fund,  if such is the case. If less
     than all the  Securities of a series are to be redeemed,  the notice to the
     holders of  Securities  of that  series to be  redeemed in whole or in part
     shall  specify the  particular  Securities  to be so redeemed.  In case any
     Security is to be redeemed in part only,  the notice which  relates to such
     Security  shall state the  portion of the  principal  amount  thereof to be
     redeemed,  and shall  state  that on and after the  redemption  date,  upon
     surrender of such Security,  a new Security or Securities of such series in
     principal amount equal to the unredeemed portion thereof will be issued.

(b)  If less than all the Securities of a series are to be redeemed, the Company
     shall  give the  Trustee  at least 45 days'  notice in  advance of the date
     fixed for redemption  (unless the Trustee shall agree to a shorter  period)
     as to the  aggregate  principal  amount of  Securities  of the series to be
     redeemed,  and thereupon the Trustee shall select,  by lot or in such other
     manner as it shall deem  appropriate  and fair in its  discretion and which
     may provide for the selection of a portion or portions  (equal to $1,000 or
     any integral multiple  thereof,  subject to Sections 2.01(xi) and (xiv)) of
     the  principal  amount of such  Securities  of a  denomination  larger than
     $1,000  (subject as  aforesaid),  the  Securities  to be redeemed and shall
     thereafter  promptly  notify the  Company in writing of the  numbers of the
     Securities to be redeemed, in whole or in part.

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

SECTION 3.03.

(a)  If the giving of notice of  redemption  shall have been  completed as above
     provided,  the  Securities  or portions of  Securities  of the series to be
     redeemed  specified in such notice shall become due and payable on the date
     and at the place stated in such notice at the applicable  redemption price,
     together  with,  subject to the  Company  Order or  supplemental  indenture
     hereto  establishing  the  terms of such  series  of  Securities,  interest
     accrued to the date fixed for redemption and interest on such Securities or
     portions  of  Securities  shall cease to accrue on and after the date fixed
     for  redemption,  unless the Company  shall  default in the payment of such
     redemption  price and accrued interest with respect to any such Security or
     portion  thereof.  On  presentation  and surrender of such Securities on or
     after the date fixed for  redemption  at the place of payment  specified in
     the notice,  said  Securities  shall be paid and redeemed at the applicable
     redemption  price for such series,  together  with,  subject to the Company
     Order or  supplemental  indenture  hereto  establishing  the  terms of such
     series  of  Securities,  interest  accrued  thereon  to the date  fixed for
     redemption.

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

SECTION 3.04. The provisions of this Section 3.04 and Sections 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of such series.

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

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

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

                                  ARTICLE FOUR
                       PARTICULAR COVENANTS OF THE COMPANY

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

SECTION 4.01. The Company will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Securities of that series
at the time and place and in the manner provided herein and established with
respect to such Securities.

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

      The Company may also from time to time, by written notice signed by an
Authorized Officer and delivered to the Trustee, designate one or more other
offices or agencies for the foregoing purposes within or outside the Borough of
Manhattan, City of New York, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligations to maintain an office or
agency in the Borough of Manhattan, City of New York for the foregoing purposes.
The Company will give prompt written notice to the Trustee of any change in the
location of any such other office or agency.

SECTION 4.03.

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

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

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

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

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

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

(c)  Anything in this Section to the contrary notwithstanding, (i) the agreement
     to hold  sums in  trust as  provided  in this  Section  is  subject  to the
     provisions of Section 11.04,  and (ii) the Company may at any time, for the
     purpose of obtaining the  satisfaction  and discharge of this  Indenture or
     for any other  purpose,  pay,  or direct  any paying  agent to pay,  to the
     Trustee all sums held in trust by the Company or such  paying  agent,  such
     sums to be held by the Trustee upon the same terms and  conditions as those
     upon which such sums were held by the  Company or such paying  agent;  and,
     upon such  payment by any paying  agent to the  Trustee,  such paying agent
     shall be released from all further liability with respect to such money.

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

SECTION 4.05. Unless a Company Order or supplemental indenture establishing the
series of Securities provides otherwise, the Company will not, while any of the
Securities remain outstanding, consolidate with, or merge into, or merge into
itself, or sell or convey all or substantially all of its property to any other
Person unless the provisions of Article Ten hereof are complied with.

                                  ARTICLE FIVE
                SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

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

SECTION 5.02.

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

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

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

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

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

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

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

SECTION 5.03.

(a)  The Company  covenants and agrees to file with the Trustee,  within 30 days
     after the Company is required to file the same with the Commission,  a copy
     of the annual reports and of the  information,  documents and other reports
     (or a copy of such portions of any of the foregoing as the  Commission  may
     from time to time by rules and regulations prescribe) which the Company may
     be required to file with the  Commission  pursuant to Section 13 or Section
     15(d) of the  Exchange  Act;  or, if the  Company is not  required  to file
     information, documents or reports pursuant to either of such sections, then
     to file with the Trustee and,  unless the Commission  shall not accept such
     information,  documents or reports, the Commission,  in accordance with the
     rules and regulations prescribed from time to time by the Commission,  such
     of the supplementary and periodic information,  documents and reports which
     may be required pursuant to Section 13 of the Exchange Act, in respect of a
     security listed and registered on a national  securities exchange as may be
     prescribed from time to time in such rules and regulations.

(b)  The  Company  covenants  and  agrees  to  file  with  the  Trustee  and the
     Commission,  in accordance with the rules and  regulations  prescribed from
     time to time by the Commission, such additional information,  documents and
     reports with respect to compliance by the Company with the  conditions  and
     covenants  provided for in this  Indenture as may be required  from time to
     time by such rules and regulations.

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

(d)  The Company  covenants  and agrees to furnish to the Trustee,  on or before
     May  15  in  each  calendar  year  in  which  any  of  the  Securities  are
     outstanding,  or on or before such other day in each  calendar  year as the
     Company and the Trustee may from time to time agree upon, a Certificate  as
     to compliance with all conditions and covenants  under this Indenture.  For
     purposes  of this  subsection  (d),  such  compliance  shall be  determined
     without  regard to any period of grace or  requirement  of notice  provided
     under this Indenture.

(e)  Delivery of such information,  documents or reports to the Trustee pursuant
     to Section  5.03(a) or 5.03(b) is for  informational  purposes only and the
     Trustee's receipt thereof shall not constitute  constructive  notice of any
     information  contained therein or determinable  from information  contained
     therein,   including,  in  the  case  of  Section  5.03(b),  the  Company's
     compliance with any of the covenants hereunder.

SECTION 5.04.

(a)  On or  before  July 15 in each  year in  which  any of the  Securities  are
     outstanding,  the  Trustee  shall  transmit by mail,  first  class  postage
     prepaid, to the  Securityholders,  as their names and addresses appear upon
     the Security  Register,  a brief report dated as of the  preceding  May 15,
     with respect to any of the following  events which may have occurred within
     the previous  twelve months (but if no such event has occurred  within such
     period no report need be transmitted):

     (1)  any  change  to  its   eligibility   under  Section   7.09,   and  its
          qualifications under Section 310(b) of the Trust Indenture Act;

     (2)  the creation of or any material change to a relationship  specified in
          paragraphs (1) through (10) of Section 310 of the Trust Indenture Act;

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

     (4)  any change to the amount,  interest  rate,  and  maturity  date of all
          other  indebtedness  owing by the Company,  or by any other obligor on
          the Securities, to the Trustee in its individual capacity, on the date
          of such  report,  with a brief  description  of any  property  held as
          collateral  security  therefor,  except any indebtedness  based upon a
          creditor  relationship  arising in any manner  described in paragraphs
          (2), (3), (4) or (6) of Section 311(b) of the Trust Indenture Act;

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

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

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

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

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

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

                                  ARTICLE SIX
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

SECTION 6.01.

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

     (1)  default in the payment of any  installment of interest upon any of the
          Securities  of that series,  as and when the same shall become due and
          payable, and continuance of such default for a period of 30 days;

     (2)  default in the payment of the  principal of (or  premium,  if any, on)
          any of the Securities of that series as and when the same shall become
          due and payable whether at maturity, upon redemption,  pursuant to any
          sinking fund obligation,  by declaration or otherwise, and continuance
          of such default for a period of 3 Business Days;

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

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

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

     (6)  the  occurrence  of  any  other  Event  of  Default  with  respect  to
          Securities of such series, as contemplated by Section 2.01 hereof.

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

(c)  Section 6.01(b),  however, is subject to the condition that if, at any time
     after the  principal  of the  Securities  of that series shall have been so
     declared due and payable, and before any judgment or decree for the payment
     of the  monies  due shall have been  obtained  or  entered  as  hereinafter
     provided,  the Company  shall pay or shall  deposit  with the Trustee a sum
     sufficient  to pay  all  matured  installments  of  interest  upon  all the
     Securities of that series and the  principal of (and  premium,  if any, on)
     any and all Securities of that series which shall have become due otherwise
     than by  acceleration  (with interest upon such  principal and premium,  if
     any, and, to the extent that such payment is enforceable  under  applicable
     law, upon overdue installments of interest, at the rate per annum expressed
     in the  Securities  of that series to the date of such  payment or deposit)
     and the amount  payable to the Trustee under Section 7.06,  and any and all
     defaults  under the  Indenture,  other than the  nonpayment of principal on
     Securities  of that series  which shall not have become due by their terms,
     shall have been remedied or waived as provided in Section 6.06, then and in
     every such case the holders of a majority in aggregate  principal amount of
     the  Securities of that series then  outstanding,  by written notice to the
     Company and to the Trustee,  may rescind and annul such declaration and its
     consequences  with  respect  to  that  series  of  Securities;  but no such
     rescission  and  annulment  shall extend to or shall affect any  subsequent
     default, or shall impair any right consequent thereon.

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

SECTION 6.02.

(a)  The  Company  covenants  that in case an  Event  of  Default  described  in
     subsection 6.01(a)(1) or (a)(2) shall have occurred and be continuing, upon
     demand of the Trustee, the Company will pay to the Trustee, for the benefit
     of the holders of the Securities of that series, the whole amount that then
     shall have become due and payable on all such Securities for principal (and
     premium,  if any) or interest,  or both,  as the case may be, with interest
     upon the overdue  principal  (and premium,  if any) and (to the extent that
     payment of such interest is  enforceable  under  applicable law and without
     duplication  of any other  amounts paid by the Company in respect  thereof)
     upon overdue  installments  of interest at the rate per annum  expressed in
     the  Securities  of that  series;  and, in addition  thereto,  such further
     amount  as  shall  be  sufficient  to  cover  the  costs  and  expenses  of
     collection, and the amount payable to the Trustee under Section 7.06.

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

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

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

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

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

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

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

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

            THIRD:      To the Company.

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

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

SECTION 6.05.

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

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

SECTION 6.06. The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding, determined in accordance with
Section 8.04, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or unduly prejudicial to the rights of holders of
Securities of any other series at the time outstanding determined in accordance
with Section 8.04 not parties thereto. Subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed might involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding affected thereby,
determined in accordance with Section 8.04, may on behalf of the holders of all
of the Securities of such series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.01
with respect to 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
Securities of that series as and when the same shall become due by the terms of
such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal otherwise than by acceleration and any premium has been deposited with
the Trustee (in accordance with Section 6.01(c))) or a call for redemption of
Securities of that series. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

SECTION 6.07. The Trustee shall, within 90 days after the occurrence of a
default with respect to a particular series, transmit by mail, first class
postage prepaid, to the holders of Securities of that series, as their names and
addresses appear upon the Security Register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice (the term "defaults" for the purposes
of this Section being hereby defined to be the events specified in subsections
(1), (2), (3), (4), (5), (6) and (7) of Section 6.01(a), not including any
periods of grace provided for therein and irrespective of the giving of notice
provided for by subsection (4) of Section 6.01(a)); provided, that, except in
the case of default in the payment of the principal of (or premium, if any) or
interest on any of the Securities of that series or in the payment of any
sinking or analogous fund installment established with respect to that series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
and/or Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Securities of
that series; provided further, that in the case of any default of the character
specified in Section 6.01(a)(4) with respect to Securities of such series no
such notice to the holders of the Securities of that series shall be given until
at least 30 days after the occurrence thereof.

      The Trustee shall not be deemed to have knowledge of any default, except
(i) a default under subsection (a)(1), (a)(2) or (a)(3) of Section 6.01 as long
as the Trustee is acting as paying agent for such series of Securities or (ii)
any default as to which the Trustee shall have received written notice or a
Responsible Officer charged with the administration of this Indenture shall have
obtained written notice.

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

                                 ARTICLE SEVEN
                             CONCERNING THE TRUSTEE

SECTION 7.01.

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

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

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

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

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

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

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

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

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

SECTION 7.02.     Except as otherwise provided in Section 7.01:

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

(b)  Any request,  direction,  order or demand of the Company  mentioned  herein
     shall be  sufficiently  evidenced  by a Board  Resolution  or an  Officers'
     Certificate  (unless  other  evidence  in respect  thereof is  specifically
     prescribed herein);

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

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

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

(f)  The Trustee shall not be bound to make any investigation  into the facts or
     matters  stated  in any  resolution,  certificate,  statement,  instrument,
     opinion,  report,  notice,  request,  consent,  direction,  order,  demand,
     approval, bond, security, or other papers or documents, unless requested in
     writing so to do by the  holders of not less than a majority  in  principal
     amount of the  outstanding  Securities of the  particular  series  affected
     thereby (determined as provided in Section 8.04);  provided,  however, that
     if the  payment  within a  reasonable  time to the  Trustee  of the  costs,
     expenses or  liabilities  likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee,  not reasonably assured to
     the Trustee by the security  afforded to it by the terms of this Indenture,
     the Trustee may require reasonable  indemnity against such costs,  expenses
     or  liabilities as a condition  precedent to so proceeding.  The reasonable
     expense of every such examination  shall be paid by the Company or, if paid
     by the Trustee, shall be repaid by the Company upon demand. Notwithstanding
     the foregoing, the Trustee, in its direction, may make such further inquiry
     or  investigation  into such facts or matters as it may see fit.  In making
     any investigation required or authorized by this subparagraph,  the Trustee
     shall be entitled to examine  books,  records and  premises of the Company,
     personally or by agent or attorney;

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

(h)  The  permissive  right  of the  Trustee  to do  things  enumerated  in this
     Indenture shall not be construed as a duty.

SECTION 7.03.

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

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

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

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

SECTION 7.05. Subject to the provisions of Section 11.04, all monies received by
the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any monies received by it hereunder except such as it
may agree in writing with the Company to pay thereon.

SECTION 7.06.

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

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

(c)  Without  prejudice  to any other  rights  available  to the  Trustee  under
     applicable  law, when the Trustee  incurs  expenses or renders  services in
     connection  with an Event of Default,  the expenses  (including  reasonable
     charges and expenses of its counsel) and  compensation for its services are
     intended to constitute expenses of administration  under applicable federal
     or state bankruptcy, insolvency or similar law.

(d)  The  provisions  of this Section 7.06 shall  survive the  satisfaction  and
     discharge of this Indenture or the appointment of a successor trustee.

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

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

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

SECTION 7.10.

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

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

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

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

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

     then, in any such case,  the Company may remove the Trustee with respect to
     all Securities and appoint a successor  trustee by written  instrument,  in
     duplicate,  executed by order of the Board of Directors,  one copy of which
     instrument shall be delivered to the Trustee so removed and one copy to the
     successor  trustee,  or, subject to the provisions of Section 6.08, unless,
     with respect to subsection  (b)(1) above,  the Trustee's  duty to resign is
     stayed as  provided  in  Section  310(b) of the Trust  Indenture  Act,  any
     Securityholder  who has been a bona fide holder of a Security or Securities
     for at least six months may, on behalf of himself and all others  similarly
     situated,  petition any court of competent  jurisdiction for the removal of
     the Trustee and the  appointment  of a  successor  trustee.  Such court may
     thereupon  after such notice,  if any, as it may deem proper and prescribe,
     remove the Trustee and appoint a successor trustee.

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

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

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

SECTION 7.11.

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

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

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

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

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

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

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

                                 ARTICLE EIGHT
                         CONCERNING THE SECURITYHOLDERS

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

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

      In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the principal amount of a Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

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

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

(b)  The  ownership of  Securities  shall be proved by the Security  Register of
     such Securities or by a certificate of the Security Registrar thereof.

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

SECTION 8.03. Prior to the due presentment for registration of transfer of any
Security, the Company, the Trustee, any paying agent and any Security Registrar
may deem and treat the person in whose name such Security shall be registered
upon the books of the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership
or writing thereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.03) interest on such Security 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.

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

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

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

(e)  to establish  the form or terms of Securities of any series as permitted by
     Section 2.01; or

(f)  to add any  additional  Events of Default with respect to all or any series
     of outstanding Securities; or

(g)  to provide collateral security for the Securities; or

(h)  to provide for the  authentication  and delivery of bearer  securities  and
     coupons appertaining thereto representing interest, if any, thereon and for
     the procedures for the registration,  exchange and replacement  thereof and
     for the giving of notice to,  and the  solicitation  of the vote or consent
     of, the holders thereof, and for any other matters incidental thereto; or

(i)  to evidence and provide for the  acceptance of  appointment  hereunder by a
     separate or successor Trustee with respect to the Securities of one or more
     series and to add to or change any of the  provisions of this  Indenture as
     shall be necessary to provide for or facilitate the  administration  of the
     trusts hereunder by more than one Trustee,  pursuant to the requirements of
     Article Seven; or

(j)  to change any place or places where (1) the  principal  of and premium,  if
     any,  and  interest,  if any, on all or any series of  Securities  shall be
     payable,  (2)  all or any  series  of  Securities  may be  surrendered  for
     registration  of  transfer,  (3) all or any  series  of  Securities  may be
     surrendered for exchange and (4) notices and demands to or upon the Company
     in respect of all or any series of  Securities  and this  Indenture  may be
     served;  provided,  however,  that any such  place  shall be located in New
     York, New York or be the principal office of the Company; or

(k)  to provide for the payment by the Company of additional  amounts in respect
     of certain taxes  imposed on certain  holders and for the treatment of such
     additional amounts as interest and for all matters incidental thereto; or

(l)  to provide for the issuance of Securities  denominated  in a currency other
     than  Dollars or in a composite  currency  and for all  matters  incidental
     thereto.

      Without limiting the generality of the foregoing, if the Trust Indenture
Act as in effect at the date of the execution and delivery of this Indenture or
at any time thereafter shall be amended and

     (x)  if any  such  amendment  shall  require  one or  more  changes  to any
          provisions   hereof  or  the  inclusion   herein  of  any   additional
          provisions,  or shall by  operation  of law be deemed  to effect  such
          changes or incorporate such provisions by reference or otherwise, this
          Indenture  shall be deemed to have been  amended  so as to  conform to
          such  amendment  to the Trust  Indenture  Act, and the Company and the
          Trustee may, without the consent of any Securityholders,  enter into a
          supplemental  indenture  hereto to effect or evidence  such changes or
          additional provisions; or

     (y)  if any such  amendment  shall  permit one or more  changes  to, or the
          elimination  of,  any  provisions  hereof  which,  at the  date of the
          execution and delivery hereof or at any time thereafter,  are required
          by the Trust  Indenture  Act to be contained  herein,  this  Indenture
          shall be  deemed to have  been  amended  to  effect  such  changes  or
          elimination,  and the Company and the Trustee may, without the consent
          of any Securityholders,  enter into a supplemental indenture hereto to
          effect such changes or elimination; or

     (z)  if, by reason of any such amendment,  one or more provisions which, at
          the  date  of  the  execution  and  delivery  hereof  or at  any  time
          thereafter,  are required by the Trust  Indenture  Act to be contained
          herein  shall be deemed to be  incorporated  herein  by  reference  or
          otherwise, or otherwise made applicable hereto, and shall no longer be
          required to be  contained  herein,  the  Company and the Trustee  may,
          without the consent of any Securityholders,  enter into a supplemental
          indenture hereto to effect the elimination of such provisions.

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

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

SECTION 9.02. With the consent (evidenced as provided in Section 8.01) of the
holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or indentures
at the time outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Securities 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 Section 6.01,
without the consent of the holders of each Security then outstanding and
affected, (ii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture, or reduce the
percentage of Securities, the holders of which are required to waive any default
and its consequences, without the consent of the holder of each Security then
outstanding and affected thereby, or (iii) modify any provision of Section
6.01(c) (except to increase the percentage of principal amount of securities
required to rescind and annul any declaration of amounts due and payable under
the Securities) without the consent of the holders of each Security then
outstanding and affected thereby.

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

      A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or that modifies the
rights of holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the holders of Securities of any other series.

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

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

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

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

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

                                  ARTICLE TEN
                         CONSOLIDATION, MERGER AND SALE

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

SECTION 10.02. Unless a Company Order or supplemental indenture establishing a
series of Securities provides otherwise:

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

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

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

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

                                 ARTICLE ELEVEN
            DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

SECTION 11.01. Securities of a series may be defeased in accordance with their
terms and, unless the Company Order or supplemental indenture establishing the
series otherwise provides, in accordance with this Article.

      The Company at any time may terminate as to a series all of its
obligations for such series under this Indenture ("legal defeasance option").
The Company at any time may terminate as to a series its obligations, if any,
under any restrictive covenant which may be applicable to a particular series
("covenant defeasance option"). However, in the case of the legal defeasance
option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and
11.04 shall survive until the Securities of the series are no longer
outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and
11.04 shall survive.

      The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, a series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenant which may be
applicable to a particular series so defeased under the terms of the series.

      The Trustee, upon request of and at the cost and expense of the Company,
shall, subject to compliance with Section 13.06, acknowledge in writing the
discharge of those obligations that the Company terminates.

      The Company may exercise as to a series its legal defeasance option or its
covenant defeasance option if:

(1)  The  Company  irrevocably  deposits  in trust  with the  Trustee or another
     trustee (x) money in an amount which shall be  sufficient;  or (y) Eligible
     Obligations  the  principal of and the interest on which when due,  without
     regard to reinvestment  thereof,  will provide moneys, which, together with
     the money, if any,  deposited or held by the Trustee or such other trustee,
     shall be sufficient; or (z) a combination of money and Eligible Obligations
     which shall be sufficient, to pay the principal of and premium, if any, and
     interest,  if any, due and to become due on such  Securities on or prior to
     maturity;

(2)  the Company  delivers to the Trustee a  Certificate  to the effect that the
     requirements set forth in clause (1) above have been satisfied;

(3)  immediately after the deposit no Default exists; and

(4)  the  Company  delivers  to the  Trustee an Opinion of Counsel to the effect
     that  holders of the series  will not  recognize  income,  gain or loss for
     Federal  income tax purposes as a result of the defeasance but will realize
     income,  gain or loss on the  Securities,  including  payments  of interest
     thereon, in the same amounts and in the same manner and at the same time as
     would have been the case if such  defeasance had not occurred and which, in
     the case of legal  defeasance,  shall be (x) accompanied by a ruling of the
     Internal  Revenue Service issued to the Company or (y) based on a change in
     law or regulation occurring after the date hereof; and

(5)  the  deposit  specified  in  paragraph  (1) above  shall not  result in the
     Company,  the  Trustee  or  the  trust  created  in  connection  with  such
     defeasance  being  deemed an  "investment  company"  under  the  Investment
     Company Act of 1940, as amended.

      In the event the Company exercises its option to effect a covenant
defeasance with respect to the Securities of any series as described above and
the Securities of that series are thereafter declared due and payable because of
the occurrence of any Event of Default other than the Event of Default caused by
failing to comply with the covenants which are defeased, the amount of money and
securities on deposit with the Trustee may not be sufficient to pay amounts due
on the Securities of that series at the time of the acceleration resulting from
such Event of Default. However, the Company shall remain liable for such
payments.

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

SECTION 11.03. In connection with the satisfaction and discharge of this
Indenture all monies or Eligible Obligations then held by any paying agent under
the provisions of this Indenture shall, upon demand of the Company, be paid to
the Trustee and thereupon such paying agent shall be released from all further
liability with respect to such monies or Eligible Obligations.

SECTION 11.04. Any monies or Eligible Obligations deposited with any paying
agent or the Trustee, or then held by the Company, in trust for payment of
principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, upon the written request of the Company and unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed property
law, shall be repaid to the Company on May 31 of each year or (if then held by
the Company) shall be discharged from such trust; and thereupon the paying agent
and the Trustee shall be released from all further liability with respect to
such monies or Eligible Obligations, and the holder of any of the Securities
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

SECTION 11.05. In connection with any satisfaction and discharge of this
Indenture pursuant to this Article Eleven, the Company shall deliver to the
Trustee an Officers' Certificate and an Opinion of Counsel to the effect that
all conditions precedent in this Indenture provided for relating to such
satisfaction and discharge have been complied with.

                                 ARTICLE TWELVE
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

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

                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

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

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

SECTION 13.03. The Company by instrument in writing executed by authority of
two-thirds of its Board of Directors and delivered to the Trustee may surrender
any of the powers reserved to the Company under this Indenture and thereupon
such power so surrendered shall terminate both as to the Company and as to any
successor corporation.

SECTION 13.04. Except as otherwise expressly provided herein any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the holders of Securities to or on the
Company may be given or served by being deposited first class postage prepaid in
a post office letter box addressed (until another address is filed in writing by
the Company with the Trustee), as follows: AEP Texas Central Company, 1
Riverside Plaza, Columbus, Ohio 43215, Attention: Treasurer. Any notice,
election, request or demand by the Company or any Securityholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

SECTION 13.05. This Indenture and each Security shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.

SECTION 13.06.

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

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

SECTION 13.07. Except as provided pursuant to Section 2.01 pursuant to a Company
Order, or established in one or more indentures supplemental to this Indenture,
in any case where the date of maturity of principal or an Interest Payment Date
of any Security or the date of redemption, purchase or repayment of any Security
shall not be a Business Day then payment of interest or principal (and premium,
if any) may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.

SECTION 13.08. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by the Trust Indenture Act, such
imposed duties shall control.

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

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

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

SECTION 13.12. The Article and Section Headings in this Indenture and the Table
of Contents are for convenience only and shall not affect the construction
hereof.

SECTION 13.13. Whenever this Indenture provides for any action by, or the
determination of any rights of, holders of Securities of any series in which not
all of such Securities are denominated in the same currency, in the absence of
any provision to the contrary in the form of Security of any particular series,
any amount in respect of any Security denominated in a currency other than
Dollars shall be treated for any such action or determination of rights as that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Securities of such
series (if any) for such action or determination of rights (or, if there shall
be no applicable record date, such other date reasonably proximate to the date
of such action or determination of rights) as the Company may specify in a
written notice to the Trustee or, in the absence of such written notice, as the
Trustee may determine.



      Bank One, N.A., as Trustee,  hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, 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