EXHIBIT 4(c)



                         CENTRAL POWER AND LIGHT COMPANY


                                       and


                            THE BANK OF NEW YORK,
                                   AS TRUSTEE


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


                                    INDENTURE


                          Dated as of November 15, 1999


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




                                  Senior Notes



<PAGE>

      Reconciliation and tie between the Trust Indenture Act of 1939 and
                   Indenture, dated as of November 15, 1999

Trust Indenture
 Act Section                                             Indenture Section

Section
  310(a)(1)...................................................609
     (a)(2)...................................................609
     (a)(3)...................................................Not Applicable
     (a)(4)...................................................Not Applicable
     (a)(5)...................................................609
     (b)......................................................608, 610
     (c) .....................................................Not Applicable
 Section
  311(a)......................................................613(a)
     (b)......................................................613(b)
     (b)(2)...................................................703(a)(3),703(b)
     (c)......................................................Not Applicable
Section
  312(a)......................................................701, 702(a)
     (b)......................................................702(b)
     (c)......................................................702(c)
Section
  313(a)......................................................703(a)
     (b)......................................................703(b)
     (c)......................................................703(a), 703(b)
     (d)......................................................703(c)
Section
  314(a)......................................................704
     (a)(4)...................................................1008
     (b)......................................................Not Applicable
     (c)(1)...................................................102
     (c)(2)...................................................102
     (c)(3)...................................................Not Applicable
     (d)......................................................101
     (e)......................................................102
     (f)......................................................Not Applicable
Section
  315(a)......................................................601(a)
     (b)......................................................602, 703(a)(8)
     (c)......................................................601(b)
     (d)......................................................601(c)
     (d)(1)...................................................601(a)(1)
     (d)(2)...................................................601(c)(2)
     (d)(3)...................................................601(c)(3)
     (e) .....................................................514
Section
  316(a)(1)(A)................................................512
     (a)(1)(B)................................................502, 513
     (a)(2)...................................................Not Applicable
     (b)......................................................508
     (c)......................................................104(e)
Section
  317(a)(1)...................................................503
     (a)(2)...................................................504
     (b)......................................................1003
Section
  318(a)......................................................107


---------

Note:.This  reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

RECITALS OF THE COMPANY.....................................................1

ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........1

SECTION 101. Definitions....................................................1

      Act...................................................................1
      Affiliate.............................................................2
      Authenticating Agent..................................................2
      Board of Directors....................................................2
      Board Resolution......................................................2
      Business Day..........................................................2
      Commission............................................................2
      Company...............................................................2
      Company Order or Company Request......................................2
      Corporate Trust Office................................................2
      corporation...........................................................2
      default...............................................................2
      Defaulted Interest....................................................2
      Depositary............................................................2
      Discharged............................................................3
      Event of Default......................................................3
      Exchange Act..........................................................3
      Global Security.......................................................3
      Holder................................................................3
      Indebtedness..........................................................3
      Indenture.............................................................3
      interest..............................................................3
      Interest Payment Date.................................................3
      Lien..................................................................4
      Maturity..............................................................4
      Net Tangible Assets...................................................4
      Officers' Certificate.................................................4
      Opinion of Counsel....................................................4
      Original Issue Discount Security......................................4
      Outstanding...........................................................4
      Paying Agent..........................................................5
      Periodic Offering.....................................................5
      Person................................................................5
      Place of Payment......................................................5
      Predecessor Security..................................................5
      Redemption Date.......................................................5
      Redemption Price......................................................5
      Regular Record Date...................................................5
      Repayment Price.......................................................5
      Responsible Officer...................................................5
      Security..............................................................6
      Security Register and Security Registrar..............................6
      Special Record Date...................................................6
      Stated Maturity.......................................................6
      Subsidiary............................................................6
      Trustee...............................................................6
      Trust Indenture Act...................................................6
      U.S. Government Obligations...........................................6
      Vice President........................................................6

SECTION 102. Compliance Certificates and Opinions...........................6

SECTION 103. Form of Documents Delivered to Trustee.........................7

SECTION 104. Acts of Holders................................................7

SECTION 105. Notices, Etc., to Trustee and Company..........................9

SECTION 106. Notice to Holders; Waiver......................................9

SECTION 107. Conflict with Trust Indenture Act..............................9

SECTION 108. Effect of Headings, Table of Contents, Etc....................10

SECTION 109. Successors and Assigns........................................10

SECTION 110. Separability Clause...........................................10

SECTION 111. Benefits of Indenture.........................................10

SECTION 112. Governing Law.................................................10

SECTION 113. Legal Holidays................................................10

SECTION 114. No Recourse Against Others....................................10

ARTICLE TWO  SECURITY FORMS................................................11

SECTION 201. Forms Generally...............................................11

SECTION 202. Form of Face of Security......................................11

SECTION 203. Form of Reverse of Security...................................13

SECTION 204. Form of Trustee's Certificate of Authentication...............16

ARTICLE THREE  THE SECURITIES..............................................16

SECTION 301. Amount Unlimited; Issuable in Series..........................16

SECTION 302. Denominations.................................................18

SECTION 303. Execution, Authentication, Delivery and Dating................18

SECTION 304. Temporary Securities..........................................20

SECTION 305. Registration, Registration of Transfer and Exchange...........20

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities..............21

SECTION 307. Payment of Interest; Interest Rights Preserved................22

SECTION 308. Persons Deemed Owners.........................................23

SECTION 309. Cancellation..................................................23

SECTION 310. Computation of Interest.......................................23

SECTION 311. Global Securities.............................................23

SECTION 312. Periodic Offering of Securities...............................24

SECTION 313. CUSIP Numbers.................................................25

ARTICLE FOUR  SATISFACTION AND DISCHARGE...................................25

SECTION 401. Satisfaction and Discharge of Indenture.......................25

SECTION 402. Application of Trust Money....................................26

SECTION 403. Satisfaction, Discharge and Defeasance of Securities of any
             Series........................................................26


ARTICLE FIVE  REMEDIES.....................................................28

SECTION 501. Events of Default.............................................28

SECTION 502. Acceleration of Maturity; Rescission and Annulment............29

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

SECTION 504. Trustee May File Proofs of Claim..............................30

SECTION 505. Trustee May Enforce Claims Without Possession of Securities...31

SECTION 506. Application of Money Collected................................31

SECTION 507. Limitation on Suits...........................................32

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
             and Interest..................................................32

SECTION 509. Restoration of Rights and Remedies............................32

SECTION 510. Rights and Remedies Cumulative................................32

SECTION 511. Delay or Omission Not Waiver..................................33

SECTION 512. Control by Holders............................................33

SECTION 513. Waiver of Past Defaults.......................................33

SECTION 514. Undertaking for Costs.........................................33

ARTICLE SIX  THE TRUSTEE...................................................34

SECTION 601. Certain Duties and Responsibilities...........................34

SECTION 602. Notice of Defaults............................................35

SECTION 603. Certain Rights of Trustee.....................................35

SECTION 604. Not Responsible for Recitals or Issuance of Securities........36

SECTION 605. May Hold Securities...........................................36

SECTION 606. Money Held in Trust...........................................36

SECTION 607. Compensation and Reimbursement................................36

SECTION 608. Conflicting Interests.........................................37

SECTION 609. Corporate Trustee Required; Eligibility.......................37

SECTION 610. Resignation and Removal; Appointment of Successor Trustee.....37

SECTION 611. Acceptance of Appointment by Successor........................38

SECTION 612. Merger, Conversion, Consolidation or Succession to Business...39

SECTION 613. Preferential Collection of Claims Against Company.............39

SECTION 614. Authenticating Agents.........................................42

ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...........43

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.....43

SECTION 702. Preservation of Information; Communications to Holders........44

SECTION 703. Reports by Trustee............................................45

SECTION 704. Reports by Company............................................46

ARTICLE EIGHT  CONSOLIDATION, MERGER, CONVEYANCE, SALE OR TRANSFER.........46

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms..........46

SECTION 802. Successor Corporation to be Substituted.......................47

ARTICLE NINE  SUPPLEMENTAL INDENTURES......................................47

SECTION 901. Supplemental Indentures without Consent of Holders............47

SECTION 902. Supplemental Indentures with Consent of Holders...............48

SECTION 903. Execution of Supplemental Indentures..........................49

SECTION 904. Effect of Supplemental Indentures.............................49

SECTION 905. Conformity with Trust Indenture Act...........................49

SECTION 906. Reference in Securities to Supplemental Indentures............49

ARTICLE TEN  COVENANTS.....................................................49

SECTION 1001. Payment of Principal, Premium and Interest...................49

SECTION 1002. Maintenance of Office or Agency..............................49

SECTION 1003. Money for Securities Payments to Be Held in Trust............50

SECTION 1004. Corporate Existence..........................................51

SECTION 1005. Maintenance of Properties....................................51

SECTION 1006. Maintenance of Insurance.....................................51

SECTION 1007. Limitation on Liens..........................................51

SECTION 1008. Statement by Officers as to Default..........................54

SECTION 1009. Defeasance of Certain Obligations............................54

SECTION 1010. Waiver of Certain Covenants..................................55

SECTION 1011. Further Assurances...........................................55

ARTICLE ELEVEN  REDEMPTION OF SECURITIES...................................55

SECTION 1101. Applicability of Article.....................................55

SECTION 1102. Election to Redeem; Notice to Trustee........................55

SECTION 1103. Selection by Trustee of Securities to Be Redeemed............56

SECTION 1104. Notice of Redemption.........................................56

SECTION 1105. Deposit of Redemption Price..................................57

SECTION 1106. Securities Payable on Redemption Date........................57

SECTION 1107. Securities Redeemed in Part..................................57

ARTICLE TWELVE  SINKING FUNDS..............................................57

SECTION 1201. Applicability of Article.....................................57

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities........58

SECTION 1203. Redemption of Securities for Sinking Fund....................58

ARTICLE THIRTEEN  MISCELLANEOUS............................................59

SECTION 1301. Counterparts.................................................59

TESTIMONIUM................................................................60

SIGNATURE AND SEALS........................................................60

<PAGE>


            INDENTURE,  dated as of November 15, 1999, between CENTRAL POWER AND
LIGHT COMPANY,  a corporation  duly organized and existing under the laws of the
State of Texas (the "Company"), having its principal office at 539 N. Carancahua
Street,  Corpus Christi,  Texas 78401-25802 and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

            The Company has duly  authorized  the execution and delivery of this
Indenture  to  provide  for the  issuance  from time to time of  certain  of its
debentures,  notes or other evidences of indebtedness (the "Securities"),  to be
issued in one or more series as in this Indenture provided.

            All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in  consideration  of the  premises  and the purchase of the
Securities by the Holders (as defined herein) thereof, it is mutually covenanted
and  agreed,  for the equal and  proportionate  benefit  of all  Holders  of the
Securities or of series thereof, as follows:


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. Definitions.

            For all purposes of this  Indenture,  except as otherwise  expressly
provided or unless the context otherwise requires:

            (i) the terms defined in this Section have the meanings  ascribed to
      them in this Section and include the plural as well as the singular;

            (ii) all other  terms  used  herein  which are  defined in the Trust
      Indenture Act, either directly or by reference therein,  have the meanings
      ascribed to them therein;

            (iii) all  accounting  terms not otherwise  defined  herein have the
      meanings ascribed to them in accordance with generally accepted accounting
      principles,  and, except as otherwise herein expressly provided,  the term
      "generally accepted accounting principles" with respect to any computation
      required or permitted  hereunder shall mean such accounting  principles as
      are generally accepted at the date of such computation;

            (iv) the words "herein", "hereof" and "hereunder" and other words of
      similar  import  refer  to  this  Indenture  as a  whole  and  not  to any
      particular Article, Section or other subdivision; and

            (v) certain terms used in Section 613 have the meanings  ascribed to
      them in such Section.

            The following terms have the following meanings:

            "Act",  when  used  with  respect  to any  Holder,  has the  meaning
specified in Section 104 hereof.

            "Affiliate" of any specified  Person means any other Person directly
or indirectly  controlling  or controlled by or under direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control",  when used with respect to any specified  Person,  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

            "Authenticating  Agent" means any Person  authorized to authenticate
and deliver Securities on behalf of the Trustee pursuant to Section 614 hereof.

            "Board of  Directors"  means  either the board of  directors  of the
Company or any duly authorized committee of that Board.

            "Board  Resolution"  means 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, and delivered to the Trustee.

            "Business  Day",  when used with  respect  to any Place of  Payment,
means  each day  which is not a  Saturday,  a Sunday  or a day on which  banking
institutions  in that Place of Payment are  authorized  or  obligated  by law to
remain closed.

            "Commission" means the Securities and Exchange  Commission,  as from
time to time  constituted,  created  under 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 performing such duties at such time.

            "Company"  means  the  Person  named as the  "Company"  in the first
paragraph of this  instrument  until a successor  corporation  shall have become
such pursuant to the  applicable  provisions of this  Indenture,  and thereafter
"Company" shall mean such successor corporation.

            "Company Order" or "Company Request" means, respectively,  a written
order or  request  signed  in the name of the  Company  by its  Chief  Executive
Officer, President, Vice President,  General Manager or its Treasurer, and by an
Assistant  Treasurer,   Controller,  Secretary  or  an  Assistant  Secretary  or
Director,  Finance of Central and South West  Corporation,  and delivered to the
Trustee.

            "Corporate  Trust Office" means the principal  office of the Trustee
in New York,  New York,  at which at any  particular  time its  corporate  trust
business is  administered,  which at the date hereof is 101 Barclay Street,  New
York, NY 10286, Attention: Corporate Trust Administration.

            "corporation" means a corporation, association, company, joint-stock
company, limited liability company or business trust.

            "default"  for  purposes of Section 601 of this  Indenture  means an
"Event of Default" as  specified  in Section  501  hereof,  and for  purposes of
Section 310(b) of the Trust Indenture Act, "default" means an "Event of Default"
as  specified  in Section  501 hereof  but  exclusive  of any period of grace or
requirement of notice.

            "Defaulted  Interest"  has the  meaning  specified  in  Section  307
hereof.

            "Depositary"  means,  with respect to the  Securities  of any series
issuable  or  issued  in  whole  or in  part in the  form of one or more  Global
Securities,  the Person  designated  as  Depositary  by the Company  pursuant to
Section  301  hereof,  which  must be a  clearing  agency  registered  under the
Exchange Act, and, if so provided pursuant to Section 301 hereof with respect to
the Securities of a series,  any successor to such Person.  If at any time there
is more than one such  Person,  "Depositary"  shall  mean,  with  respect to any
series of  Securities,  the  qualifying  entity  which has been  appointed  with
respect to the Securities of that series.

            "Discharged"  means,  with respect to the  Securities of any series,
the discharge of the entire Indebtedness  represented by, and obligations of the
Company under,  the Securities of such series and in the satisfaction of all the
obligations  of the Company under this  Indenture  relating to the Securities of
such series,  except (A) the rights of Holders of the  Securities of such series
to receive, from the trust fund described in Section 403 hereof,  payment of the
principal of and interest and premium,  if any, on the Securities of such series
when such  payments are due, (B) the Company's  obligations  with respect to the
Securities of such series with respect to registration,  transfer,  exchange and
maintenance of a Place of Payment and (C) the rights,  powers,  trusts,  duties,
protections and immunities of the Trustee under this Indenture.

            "Event of Default" has the meaning specified in Section 501 hereof.

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

            "Global  Security"  means  a  Security  evidencing  all or part of a
series of  Securities,  issued to the  Depositary for such series or its nominee
and registered in the name of such Depositary or nominee.

            "Holder"  means a Person in whose name a Security is  registered  in
the Security Register.

            "Indebtedness"   means,   with   respect  to  any  Person   (without
duplication),  (a) any liability of such Person (1) for borrowed  money or under
any reimbursement  obligation relating to a letter of credit,  financial bond or
similar  instrument or agreement,  (2) evidenced by a bond,  note,  debenture or
similar instrument or agreement (including a purchase money obligation) given in
connection  with the  acquisition  of any business,  properties or assets of any
kind (other than a trade payable or a current  liability arising in the ordinary
course of business or a  performance  bond or similar  obligation),  (3) for the
payment of money relating to any obligations  under any capital lease of real or
personal  property or (4) for purposes of Section  1007,  under any agreement or
instrument in respect of an interest rate or currency swap,  exchange or hedging
transaction or other  financial  derivatives  transaction;  (b) any liability of
others  described in the preceding  clause (a) that the Person has guaranteed or
that is  otherwise  its  legal  liability;  and (c) any  amendment,  supplement,
modification,  deferral, renewal, extension or refunding of any liability of the
types  referred to in clauses (a) and (b) above.  For the purpose of determining
any particular amount of Indebtedness  under this definition,  guarantees of (or
obligations  with  respect to letters of credit or financial  bonds  supporting)
Indebtedness otherwise included in the determination of such amount shall not be
included.

            "Indenture"  means this  instrument as originally  executed or as it
may from  time to time be  supplemented  or  amended  by one or more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions  hereof
and  includes  the terms of  particular  series  of  Securities  established  as
contemplated by Section 301 hereof; provided,  however, that if at any time more
than  one  Person  is  acting  as  Trustee  under  this  instrument  due  to the
appointment of one or more separate Trustees for any one or more separate series
of Securities  pursuant to Section 610,  "Indenture" shall mean, with respect to
such series of Securities for which any such Person is Trustee,  this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more  indentures  supplemental  hereto  entered  into  pursuant to the
applicable provisions hereof and shall include the terms of particular series of
Securities  for which such  Person is Trustee  established  as  contemplated  by
Section 301, exclusive,  however, of any provisions or terms which relate solely
to other series of Securities  for which such Person is not Trustee,  regardless
of when such  provisions or terms were adopted,  and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and  delivered  after  such  Person had become  such  Trustee  but to which such
Person, as such Trustee, was not a party.

            "interest",  when used with  respect to an Original  Issue  Discount
Security which by its terms bears interest only after  Maturity,  means interest
payable after Maturity.

            "Interest  Payment  Date",  when used with respect to any  Security,
means the Stated Maturity of an installment of interest on such Security.

            "Lien" means,  with respect to any property or assets,  any mortgage
or deed of trust, pledge,  hypothecation,  assignment,  security interest, lien,
encumbrance,  or other security  arrangement of any kind or nature whatsoever on
or with respect to such property or assets  (including any  conditional  sale or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

            "Maturity",  when used with respect to any Security,  means the date
on which the principal or an installment  of principal of such Security  becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise.

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

            "Officers'  Certificate" means a certificate signed by the Company's
Chief  Executive  Officer,  President,  Vice  President,  General Manager or its
Treasurer  and  by an  Assistant  Treasurer,  Controller,  the  Secretary  or an
Assistant Secretary or Director,  Finance of Central and South West Corporation,
and delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel,  who may be
an  employee  of or regular  counsel for the  Company,  or may be other  counsel
reasonably acceptable to the Trustee.

            "Original Issue 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 502
hereof.

            "Outstanding",  when used with respect to  Securities of any series,
means, as of the date of determination, all Securities theretofore authenticated
and delivered under this Indenture, except:

               (i) Securities theretofore canceled by the Trustee or
      delivered to the Trustee for cancellation;

               (ii)  Securities,  or  portions  thereof,  for whose  payment  or
      redemption money or U.S. Governmental  Obligations (to the extent provided
      in Article Four) in the necessary  amount has been  theretofore  deposited
      with the Trustee or any Paying  Agent (other than the Company) in trust or
      set aside and  segregated  in trust by the Company (if the Company acts as
      its own Paying Agent) for the Holders of such  Securities;  provided that,
      if such Securities are to be redeemed,  notice of such redemption has been
      duly given pursuant to this Indenture or provision  therefor  satisfactory
      to the Trustee has been made; and

               (iii)  Securities  which have been paid  pursuant  to Section 306
      hereof or in exchange for or in lieu of which other  Securities  have been
      authenticated  and delivered  pursuant to this  Indenture,  other than any
      such Securities in respect of which there shall have been presented to the
      Trustee proof  satisfactory  to it that such Securities are held by a bona
      fide purchaser in whose hands such Securities are valid obligations of the
      Company;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount  of an  Original  Issue  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 502 hereof,  (b) if,
as of such date,  the  principal  amount  payable at the  Stated  Maturity  of a
Security is not determinable,  the principal amount of such Security which shall
be deemed to be  Outstanding  shall be the amount as specified or  determined as
contemplated by Section 301, (c) the principal amount of a Security  denominated
in one or more foreign  currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar  equivalent,  determined as of such date in
the manner provided as  contemplated by Section 301, of the principal  amount of
such  Security  (or,  in the case of a Security  described  in clause (a) or (b)
above, of the amount determined as provided in such clause),  and (d) Securities
owned by the Company or any other  obligor upon the  Securities or any Affiliate
of the Company or of such other obligor shall be  disregarded  and deemed not to
be  Outstanding,  except  that in  determining  whether  the  Trustee  shall  be
protected in relying upon any such request,  demand,  authorization,  direction,
notice,  consent or waiver,  only  Securities  which the Trustee  knows to be so
owned shall be so  disregarded.  Securities  so owned as  described in (d) above
which have been  pledged in good faith may be  regarded  as  Outstanding  if the
pledgee  certifies to the Trustee the pledgee's  right so to act with respect to
such  Securities  and that the pledgee is not the  Company or any other  obligor
upon the Securities or any Affiliate of the Company or of such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (and  premium,  if any) or interest on any  Securities on behalf of
the Company.

            "Periodic Offering" means an offering of Securities of a series from
time  to  time  the  specific  terms  of  which  Securities,  including  without
limitation the rate or rates of interest (or formula for determining the rate or
rates of interest),  if any, thereon,  the Stated 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"  means  any  individual,  corporation,  partnership,  joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

            "Place of Payment",  when used with respect to the Securities of any
series,  means the place or places where the principal of (and premium,  if any)
and interest,  if any, on the Securities of that series are payable as specified
in or as contemplated by Section 301 hereof.

            "Predecessor  Security"  of  any  particular  Security  means  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 306 hereof in exchange for or
in lieu of a mutilated,  destroyed,  lost or stolen  Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

            "Redemption  Date",  when used with  respect to any  Security  to be
redeemed,  means  the date  fixed for such  redemption  by or  pursuant  to this
Indenture.

            "Redemption  Price",  when used with  respect to any  Security to be
redeemed,  means  the  price  at  which it is to be  redeemed  pursuant  to this
Indenture, exclusive of accrued and unpaid interest.

            "Regular  Record  Date" for the  interest  payable  on any  Interest
Payment Date on the  Securities of any series means the date  specified for that
purpose as contemplated by Section 301 hereof.

            "Repayment  Price",  when used with  respect to any  Security  to be
repaid at the option of the Holder,  means the price  specified in such Security
or  pursuant  to this  Indenture  at which it is to be repaid  pursuant  to such
Security.

            "Responsible Officer",  when used with respect to the Trustee, means
any Vice President or any officer of the Trustee, which in each case is assigned
to its Corporate Trust Department,  and also means, with respect to a particular
corporate trust matter,  any other trust officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

            "Security"  has the  meaning  stated  in the first  recital  of this
Indenture and more particularly  means any Security  authenticated and delivered
under this Indenture;  provided, however, that if at any time there is more than
one Person acting as Trustee under this  Indenture,  "Security"  with respect to
the Indenture as to which such Person is Trustee  shall have the meaning  stated
in the first  recital of this  Indenture  and shall more  particularly  mean any
Security authenticated and delivered under this Indenture,  exclusive,  however,
of Securities of any series as to which such Person is not Trustee.

            "Security  Register" and "Security  Registrar"  have the  respective
meanings specified in Section 305 hereof.

            "Special  Record  Date" for the  payment of any  Defaulted  Interest
means a date fixed by the Trustee pursuant to Section 307 hereof.

            "Stated  Maturity",  when used with  respect to any  Security or any
installment of principal thereof or interest  thereon,  means the date specified
in such  Security as the fixed date on which the  principal  or  installment  of
principal of such Security or interest is due and payable.

            "Subsidiary"  means a corporation  more than 50% of the  outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or  more  other  Subsidiaries,   or  by  the  Company  and  one  or  more  other
Subsidiaries. For the purposes of this definition, "voting stock" means stock of
the class or classes having general voting power under ordinary circumstances to
elect  at  least  a  majority  of  the  board  of  directors  of  a  corporation
(irrespective  of whether or not at the time stock of any other class or classes
shall  have or  might  have  voting  power by  reason  of the  happening  of any
contingency).

            "Trustee"  means  the  Person  named as the  "Trustee"  in the first
paragraph of this  instrument  until a successor  Trustee shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time  there  is more  than one such  Person,  "Trustee"  as used  with
respect to the  Securities  of any series shall mean the Trustee with respect to
Securities of that series.

            "Trust  Indenture  Act" means the Trust  Indenture Act of 1939 as in
force at the date as of which this  instrument was executed,  except as provided
in Section 905 hereof.

            "U.S. Government Obligations" means direct obligations of the United
States  for the  payment  of which its full  faith and  credit  is  pledged,  or
obligations  of a person  controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is unconditionally
guaranteed  by the United  States,  and shall also include a depository  receipt
issued by a bank or trust  company as  custodian  with  respect to any such U.S.
Government  Obligation or a specific  payment of interest on or principal of any
such U.S.  Government  Obligation  held by such  custodian  for the account of a
holder of a depository  receipt;  provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such  depository  receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or  principal of the U.S.  Government  Obligation  evidenced by such  depository
receipt.

            "Vice  President",  when used with  respect  to the  Company  or the
Trustee,  means any vice president or assistant vice  president,  whether or not
designated  by a number or a word or words added before or after the title "vice
president' or "assistant vice president".

SECTION 102. Compliance Certificates and Opinions.

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

            Every  certificate  or opinion  with  respect to  compliance  with a
condition or covenant provided for in this Indenture shall include:

            (i) a statement  that each  individual  signing such  certificate or
      opinion has read such  covenant or condition  and the  definitions  herein
      relating thereto;

            (ii) 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;

            (iii) a statement that, in the opinion of each such  individual,  he
      has made such  examination or  investigation as is necessary to enable him
      to express an  informed  opinion  as to  whether or not such  covenant  or
      condition has been complied with; and

            (iv)  a  statement  as to  whether,  in the  opinion  of  each  such
      individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

            In any case where  several  matters are required to be certified by,
or covered by an opinion of, any specified  Person, it is not necessary that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

            Any  certificate  or opinion of an  officer  of the  Company  may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such certificate or Opinion of Counsel may be based,  insofar as
it  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an officer or  officers  of the  Company  stating  that the
information  with respect to such factual  matters is in the  possession  of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know,  that the certificate or opinion or  representations  with respect to such
matters are erroneous.

            Where any Person is  required  to make,  give or execute two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

SECTION 104. Acts of Holders.

            (a) Any request, demand, authorization,  direction, notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing;  and, except as herein otherwise expressly provided,  such
action shall become  effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required,  to the Company. Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the Holders  signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing  appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601 hereof) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section 104.

            Without  limiting the generality of the foregoing,  unless otherwise
established  in or pursuant to a Board  Resolution or set forth or determined in
an Officers' Certificate,  or established in one or more indentures supplemental
hereto, pursuant to Section 301 hereof, a Holder, including a Depositary that is
a Holder of a Global  Security,  may make, give or take, by a proxy, or proxies,
duly  appointed  in writing,  any  request,  demand,  authorization,  direction,
notice,  consent,  waiver or other action provided in this Indenture to be made,
given  or taken  by  Holders,  and a  Depositary  that is a  Holder  of a Global
Security may provide its proxy or proxies to the beneficial  owners of interests
in any such Global Security through such Depositary's  standing instructions and
customary practices.

            (b) The fact and date of the  execution  by any  Person  of any such
instrument, writing or proxy may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer  authorized by
law to take  acknowledgments  of deeds,  certifying that the individual  signing
such  instrument,  writing or proxy  acknowledged to him the execution  thereof.
Where  such  execution  is by a  signer  acting  in a  capacity  other  than his
individual  capacity,  such  certificate  or  affidavit  shall  also  constitute
sufficient  proof of his  authority.  The fact and date of the  execution of any
such instrument,  writing or proxy, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership of Securities shall be proved by the Security
Register.

            (d) Any request, demand, authorization,  direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the  same  Security  and  the  Holder  of  every  Security  issued  upon  the
registration of transfer  thereof or in exchange  therefor or in lieu thereof in
respect of anything  done,  omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

            (e) The  Company  may set any day as the record date for the purpose
of determining  the Holders of Outstanding  Securities of any series entitled to
make any  request  or  demand,  or give any  authorization,  direction,  notice,
consent or waiver,  or take any other  action,  provided  or  permitted  by this
Indenture to be made, given or taken by Holders of Securities of such series.

            With regard to any record date set pursuant to this  paragraph,  the
Holders of Outstanding Securities of the relevant series on such record date (or
their duly appointed agents),  and only such Persons,  shall be entitled to take
relevant  action,  whether or not such Holders  remain Holders after such record
date. With regard to any action that may be taken hereunder only by Holders of a
requisite  principal  amount of  Outstanding  Securities of any series (or their
duly  appointed  agents)  and for which a record  date is set  pursuant  to this
paragraph, the Company may, at its option, set an expiration date after which no
such action  purported to be taken by any Holder  shall be  effective  hereunder
unless  taken on or prior to such  expiration  date by Holders of the  requisite
principal  amount of  Outstanding  Securities of such series on such record date
(or  their  duly  appointed  agents).  On or  prior to any  expiration  date set
pursuant to this  paragraph,  the Company  may, on one or more  occasions at its
option, extend such expiration date to any later date. Nothing in this paragraph
shall prevent any Holder (or any duly appointed  agent thereof) from taking,  at
any time, any action contrary to or different from, any action previously taken,
or  purported to have been taken,  hereunder by such Holder,  in which event the
Company may set a record  date in respect  thereof  pursuant to this  paragraph.
Notwithstanding  the foregoing or the Trust Indenture Act, the Company shall not
set a record date for, and the provisions of this paragraph shall not apply with
respect to, any action to be taken by Holders  pursuant to Section  501,  502 or
512 hereof.

            Upon  receipt  by a  Responsible  Officer  of the  Trustee of actual
notice of any  default  described  in Section  501 hereof,  any  declaration  of
acceleration, or any rescission and annulment of any such declaration,  pursuant
to Section 502 hereof or of any direction in accordance with Section 512 hereof,
a record date shall  automatically and without any other action by any Person be
set for the purpose of determining the Holders of Outstanding  Securities of the
series  entitled  to  join  in  such  notice,  declaration,  or  rescission  and
annulment,  or  direction,  as the case may be,  which  record date shall be the
close  of  business  on the day  the  Trustee  actually  receives  such  notice,
declaration,  rescission  and  annulment or  direction,  as the case may be. The
Holders of  Outstanding  Securities of such series on such record date (or their
duly appointed agent), and only such Persons,  shall be entitled to join in such
notice, declaration, rescission and annulment, or direction, as the case may be,
whether or not such Holders  remain  Holders  after such record  date;  provided
that, unless such notice,  declaration,  rescission and annulment, or direction,
as the case may be,  shall  have  become  effective  by virtue of Holders of the
requisite  principal  amount of  Outstanding  Securities  of such series on such
record date (or their duly  appointed  agents) having joined therein on or prior
to the 90th day after such record date, such notice of default,  declaration, or
rescission and annulment or direction given or made by the Holders,  as the case
may be, shall automatically and without any action by any Person be canceled and
of no further  effect.  Nothing in this  paragraph  shall prevent a Holder (or a
duly  appointed  agent  thereof) from giving,  before or after the expiration of
such 90-day  period,  a notice of default,  a  declaration  of  acceleration,  a
rescission  and annulment of a  declaration  of  acceleration  or a direction in
accordance with Section 512 hereof, contrary to or different from, or, after the
expiration of such period, identical to, a previously given notice, declaration,
rescission  and  annulment,  or  direction,  as the case  may be,  that has been
canceled pursuant to the proviso to the preceding sentence, in which event a new
record date in respect thereof shall be set pursuant to this paragraph.

SECTION  105. Notices, Etc., to Trustee and Company.

            Any request,  demand,  authorization,  direction,  notice,  consent,
waiver  or Act of  Holders  or other  document  provided  or  permitted  by this
Indenture to be made upon, given or furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company  shall be sufficient
      for every purpose hereunder if made, given,  furnished or filed in writing
      to or with the Trustee at its Corporate Trust Office, or

            (2) the Company by the Trustee or by any Holder shall be  sufficient
      for every purpose hereunder  (unless otherwise herein expressly  provided)
      if in writing  and mailed,  first-class  postage  prepaid,  to the Company
      addressed to it at the address of its  principal  office  specified in the
      first  paragraph of this  instrument  or at any other  address  previously
      furnished in writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

            Where this  Indenture  provides  for notice to Holders of any event,
such notice shall be  sufficiently  given  (unless  otherwise  herein  expressly
provided) if in writing and mailed,  first-class postage prepaid, to each Holder
affected by such event,  at his address as it appears in the Security  Register,
not  later  than the  latest  date,  and not  earlier  than the  earliest  date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail,  neither the failure to mail such  notice,  nor any defect in any
notice so mailed,  to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.  Where this Indenture  provides for notice
in any manner,  such  notice may be waived in writing by the Person  entitled to
receive such notice,  either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers of notice by Holders shall be filed with
the Trustee,  but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

            In case by reason of the  suspension  of regular  mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such  notification  as shall be made at the  direction  of the Company in a
manner reasonably calculated, to the extent practicable under the circumstances,
to provide  prompt  notice and shall  constitute a sufficient  notification  for
every purpose hereunder.

SECTION 107. Conflict with Trust Indenture Act.

            If any  provision  hereof  limits,  qualifies or conflicts  with any
provision of the Trust  Indenture Act or another  provision which is required or
deemed to be included in this  Indenture by any of the  provisions  of the Trust
Indenture  Act, the provision or  requirement  of the Trust  Indenture Act shall
control.  If any provision of this Indenture  modifies or excludes any provision
of the Trust  Indenture Act that may be so modified or excluded,  such provision
of the Trust  Indenture  Act shall be  deemed to apply to this  Indenture  as so
modified or excluded, as the case may be.

SECTION 108. Effect of Headings, Table of Contents, Etc.

            The Article and Section headings  herein,  the Table of Contents and
the  Reconciliation  and tie  between the Trust  Indenture  Act of 1939 and this
Indenture are for convenience only and shall not affect the construction hereof.

SECTION 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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

SECTION 112. Governing Law.

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

SECTION 113. Legal Holidays.

            In any case where any Interest Payment Date, Redemption Date, Stated
Maturity or date of repayment  at the option of a Holder of any  Security  shall
not be a Business Day at any Place of Payment,  then  (notwithstanding any other
provision of this Indenture or of the Securities)  payment of interest,  if any,
or principal  (and premium,  if any) need not be made on such date at such Place
of Payment, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest  Payment Date,
Redemption  Date, at the Stated  Maturity or on the date of repayment,  provided
that no  interest  shall  accrue  for the period  from and after  such  Interest
Payment Date, Redemption Date, Stated Maturity or date of repayment, as the case
may be.

SECTION 114. No Recourse Against Others.

            No recourse  for the payment of the  principal  of or any premium or
interest on any Security or for any claim based  thereon or otherwise in respect
thereof, and no recourse under or upon any obligation,  covenant or agreement of
the Company, contained in this Indenture or in any supplemental indenture, or in
any  Security,  or  because  of the  creation  of any  Indebtedness  represented
thereby,  shall  be  had  against  any  incorporator,  stockholder,  officer  or
director,  as such,  past,  present or future,  of the Company or any  successor
corporation,   either   directly  or  through  the  Company  or  any   successor
corporation,  whether by virtue of any constitution,  statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby  expressly waived and released as a
condition of, and as a  consideration  for, the execution of this  Indenture and
the issuance of the Securities.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally.

            The Securities of each series shall be in substantially the form set
forth in this  Article,  or in such  other  form as shall be  established  by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
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  and such  legends or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange or as may,  consistently  herewith,  be  determined  by the
officer or officers executing such Securities,  as evidenced by the officer's or
officers'  execution of the Securities.  If the form of Securities of any series
is  established  by action taken  pursuant to a Board  Resolution,  a copy of an
appropriate record of such action shall be certified by an authorized officer of
the  Company,  and  delivered  to the Trustee at or prior to the delivery of the
Company  Order  contemplated  by Section 303 hereof for the  authentication  and
delivery of such Securities.

            The   Trustee's   certificates   of   authentication   shall  be  in
substantially the form set forth in this Article.

            The definitive Securities shall be printed, lithographed or engraved
on steel  engraved  borders  or may be  produced  in any  other  manner,  all as
determined by the officer or officers executing such Securities, as evidenced by
the officer's or officers' execution of such Securities.

SECTION 202. Form of Face of Security.

            [If the Security is to be a Global Security,  insert - This Security
is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the name of a Depositary or a nominee of a Depositary. This
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or its nominee only in the limited  circumstances  described
in the  Indenture,  and no transfer of this  Security  (other than a transfer of
this Security as a whole by the  Depositary to a nominee of the Depositary or by
a  nominee  of the  Depositary  to the  Depositary  or  another  nominee  of the
Depositary) may be registered except in limited circumstances.

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


                         CENTRAL POWER AND LIGHT COMPANY
                             [Title of the Security]

CUSIP No. __________                                    $__________
No. ________________

            CENTRAL POWER AND LIGHT  COMPANY,  a corporation  duly organized and
existing  under  the laws of the  State  of Texas  (the  "Company",  which  term
includes any successor corporation under the Indenture hereinafter referred to),
for      value      received,      hereby      promises      to      pay      to
___________________________________, or registered assigns, the principal sum of
________________________  Dollars on  _________________________________  [If the
Security is to bear interest  prior to Maturity,  insert - , and to pay interest
thereon from ________,  or from the most recent  Interest  Payment Date to which
interest has been paid or duly provided for,  semi-annually  on ____________ and
___________ in each year, commencing ________, at the rate per annum provided in
the title  hereof,  until the  principal  hereof is paid or made  available  for
payment [If applicable,  insert - , and,  subject to the terms of the Indenture,
at the rate per annum provided in the title hereof on any overdue  principal and
premium and (to the extent that the  payment of such  interest  shall be legally
enforceable) on any overdue  installment of interest].  The interest so payable,
and punctually paid or duly provided for, on any Interest  Payment Date will, as
provided in such  Indenture,  be paid to the Person in whose name this  Security
(or one or more  Predecessor  Securities) is registered at the close of business
on the  Regular  Record  Date for such  interest,  which shall be the _______ or
________  (whether or not a Business  Day),  as the case may be, next  preceding
such  Interest  Payment Date.  Any such interest not so punctually  paid or duly
provided  for will  forthwith  cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor  Securities) is registered at the close of business on a
Special  Record Date for the payment of such  Defaulted  Interest to be fixed by
the Trustee,  notice  whereof  shall be given to Holders of  Securities  of this
series not less than 10 days prior to such Special  Record  Date,  or be paid at
any time in any other lawful manner not  inconsistent  with the  requirements of
any  securities  exchange on which the  Securities of this series may be listed,
and upon such  notice as may be  required  by such  exchange,  all as more fully
provided in said Indenture.]

            [If the Security is not to bear interest prior to Maturity, insert -
The principal of this Security  shall not bear interest  except in the case of a
default in payment of principal upon acceleration,  upon redemption or at Stated
Maturity  and in such case the overdue  principal  of this  Security  shall bear
interest at the rate of [yield to  maturity]%  per annum (to the extent that the
payment of such interest shall be legally enforceable),  which shall accrue from
the date of such  default in payment to the date payment of such  principal  has
been made or duly  provided  for.  Interest  on any overdue  principal  shall be
payable on demand.  Any such  interest on any overdue  principal  that is not so
paid on demand shall bear interest at the rate of [yield to maturity]% per annum
(to the extent that the payment of such interest shall be legally  enforceable),
which shall  accrue from the date of such demand for payment to the date payment
of such interest has been made or duly  provided  for, and such  interest  shall
also be payable on demand.]

            Payment of the principal of (and premium, if any) and interest[,  if
any,] on this  Security  will be made at the  office or  agency  of the  Company
maintained for that purpose in ________, in [such coin or currency of the United
States of America as at the time of payment is legal  tender for the  payment of
public and private  debts - or state other  currency] [If this Security is not a
Global Security, insert - ; provided, however, that at the option of the Company
payment of  interest  may be made by check  mailed to the  address of the Person
entitled thereto as such address shall appear in the Security Register] [If this
Security is a Global Security, insert applicable manner of payment].

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

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

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

Dated:


                                   CENTRAL POWER AND LIGHT COMPANY


                                   By______________________________________
                                     [Name]
                                     [Title]

[If more than one
officer is to sign -               By______________________________________
                                     [Name]
                                     [Title]

SECTION 203. Form of Reverse of Security.

                         CENTRAL POWER AND LIGHT COMPANY
                             [Title of the Security]

            This Security is one of a duly authorized issue of securities of the
Company (the "Securities"),  issued and to be issued in one or more series under
an  Indenture,  dated as of December 1, 1998, as amended and  supplemented  from
time to time (the "Indenture"),  between the Company and The Bank of New York, a
New York banking corporation, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), as to which Indenture and all indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders and of the terms upon which the Securities  are, and
are to be,  authenticated  and  delivered.  This  Security  is one of the series
designated on the face hereof [,-limited in aggregate principal amount to
$--------].

            [If applicable,  insert - This Security is not subject to redemption
prior to maturity.] [If  applicable,  insert - The Securities of this series are
subject to redemption upon not less than 30 or more than 60 days' notice by mail
to the Holders of such  Securities at their  addresses in the Security  Register
for  such  series,  [if  applicable,  insert  - (1) on  __________  in any  year
commencing with the year ____ and ending with the year ____ through operation of
the  sinking  fund for this  series at a  Redemption  Price equal to 100% of the
principal  amount,  and (2)] at any time [on or after  ___________,  19__], as a
whole or in part, at the election of the Company,  at the  following  Redemption
Prices (expressed as percentages of the principal amount):

            If redeemed  [on or before  _____________,  ___%,  and if  redeemed]
during the 12-month period beginning ___________, of the years indicated:

             Year    Redemption Price   Year      Redemption Price




and  thereafter  at a Redemption  Price equal to ___% of the  principal  amount,
together in the case of any such  redemption [if  applicable,  insert - (whether
through  operation  of the sinking fund or  otherwise)]  with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such  Redemption  Date will be payable to the  Holders of such
Securities,  or one or more  Predecessor  Securities,  of record at the close of
business on the  relevant  Record Dates  referred to on the face hereof,  all as
provided in the Indenture.]

            [If applicable,  insert - Notwithstanding the foregoing, the Company
may  not,  prior  to  _________,   redeem  any  Securities  of  this  series  as
contemplated  by [Clause  (2) of] the  preceding  paragraph  as a part of, or in
anticipation  of,  any  refunding  operation  by the  application,  directly  or
indirectly,   of  moneys  borrowed  having  an  interest  cost  to  the  Company
(calculated in accordance with generally  accepted  financial  practice) of less
than ___% per annum.]

            [The sinking fund for this series  provides  for the  redemption  on
_________  in each year  beginning  with the year ____ and ending  with the year
____ of [not less than]  __________  [("mandatory  sinking  fund")  and,  at the
option of the Company,  not more than __________]  aggregate principal amount of
Securities of this series.  [Securities  of this series  acquired or redeemed by
the Company  otherwise  than through  [mandatory]  sinking fund  payments may be
credited against subsequent [mandatory] sinking fund payments otherwise required
to be made in the order in which they become due.]]

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

            The Indenture  contains  provisions for defeasance of (a) the entire
Indebtedness  of  this  Security  and (b)  certain  restrictive  covenants  upon
compliance by the Company with certain conditions set forth therein.

            [If the Security is not an Original Issue Discount Security,  insert
- If an Event of Default with respect to  Securities  of this series shall occur
and be  continuing,  the  principal  of the  Securities  of this  series  may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.]

            [If the Security is an Original Issue Discount Security, insert - If
an Event of Default with respect to Securities of this series shall occur and be
continuing,  an  amount of  principal  of the  Securities  of this  series  (the
"Acceleration  Amount")  may be declared  due and payable in the manner and with
the effect  provided in the Indenture.  In case of a declaration of acceleration
on or before  ________,  __ or on  _____________  in any year, the  Acceleration
Amount per ______ principal amount at Stated Maturity of the Securities shall be
equal to the amount set forth in respect of such date below:

                                     Acceleration Amount per
                                     ____________ principal
         Date of declaration         amount at Stated Maturity




and in case of a declaration of acceleration on any other date, the Acceleration
Amount shall be equal to the  Acceleration  Amount as of the next preceding date
set forth in the table above, plus accrued original issue discount  (computed in
accordance  with the method used for  calculating  the amount of original  issue
discount that accrues for Federal  income tax purposes) from such next preceding
date to the date of  declaration  at the yield to  maturity.  For the purpose of
this  computation  the  yield to  maturity  is  ___%.  Upon  payment  (i) of the
Acceleration  Amount so  declared  due and  payable  and (ii) of interest on any
overdue  principal  and  overdue  interest  (in each case to the extent that the
payment of such  interest  shall be legally  enforceable),  all of the Company's
obligations in respect of the payment of the principal of and interest,  if any,
on the Securities of this series shall terminate.]

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

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

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

            As provided  in the  Indenture  and  subject to certain  limitations
therein  set forth,  the  transfer of [If this  Security  is a Global  Security,
insert - a Security  of the series of which  this  Security  is a part] [If this
Security is not a Global Security, insert - this Security] is registrable in the
Security Register,  upon surrender of this Security for registration of transfer
at the office or agency of the Company in any place where the  principal of (and
premium,  if any) and  interest,  if any, on this  Security  are  payable,  duly
endorsed  by,  or  accompanied  by a  written  instrument  of  transfer  in form
satisfactory  to the Company and the Security  Registrar  duly  executed by, the
Holder hereof or his attorney duly  authorized in writing,  and thereupon one or
more  new   Securities  of  this  series  and  of  like  tenor,   of  authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

            The  Securities of [If this Security is a Global  Security  insert -
the series of which this  Security is a part] [If this  Security is not a Global
Security,  insert - this series] are issuable  only in  registered  form without
coupons in denominations of $__________ and any integral  multiple  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

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

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

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

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

SECTION 204. Form of Trustee's Certificate of Authentication.

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

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

Dated: _______________              The Bank of New York

                                    ------------------------,
                                   as Trustee


                                    By_________________________________
                                      Authorized Signatory



                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

            The  aggregate   principal   amount  of  Securities   which  may  be
authenticated and delivered under this Indenture is unlimited. All Securities of
each series  under this  Indenture  shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series without  preference,
priority or distinction on account of the actual time of the  authentication and
delivery or Stated Maturity of the Securities of such series.

            The Securities  may be issued in one or more series.  Each series of
Securities shall be created either by or pursuant to a Board Resolution or by or
pursuant to an indenture supplemental hereto. The Securities of each such series
may bear such date or dates,  be  payable  at such  place or  places,  have such
Stated Maturity or Maturities, bear interest at such rate or rates (which may be
fixed or floating), from such date or dates, payable in such installments and on
such dates and at such place or places to the Holders of  Securities  registered
as such on the related Regular Record Dates, or may bear no interest, and may be
redeemable or repayable at such Redemption Price or Prices or Repayment Price or
Prices,  as the case may be,  whether at the option of the Holder or  otherwise,
and upon such terms,  all as shall be  provided  for in or pursuant to the Board
Resolution or in or pursuant to the supplemental indenture creating that series.
There may also be established in or pursuant to a Board  Resolution and, subject
to Section 303, set forth, or determined in the manner provided, in an Officers'
Certificate,  or pursuant to a supplemental  indenture  prior to the issuance of
Securities of each such series, provision for:

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

            (2) any limit upon the aggregate  principal amount of the Securities
      of the  series  which  may  be  authenticated  and  delivered  under  this
      Indenture   (except  for  Securities   authenticated  and  delivered  upon
      registration  of  transfer  of, or in exchange  for, or in lieu of,  other
      Securities of the series  pursuant to Sections 304, 305, 306, 906, or 1107
      hereof  and except  for any  Securities  which,  pursuant  to Section  303
      hereof,  are  deemed  never  to  have  been  authenticated  and  delivered
      hereunder);

            (3) the  Person to whom any  interest  on a  Security  of the series
      shall be payable,  if other than the Person in whose name the Security (or
      one or more Predecessor Securities) is registered at the close of business
      on the regular Record Date for such interest;

            (4) the date or dates on which the principal of the Securities
      of the series is payable;

            (5) the rate or rates at which the  Securities  of the series  shall
      bear  interest,  if any, the date or dates from which such interest  shall
      accrue, the Interest Payment Dates on which such interest shall be payable
      and the  Regular  Record  Date for the  interest  payable on any  Interest
      Payment Date;

            (6) the place or places,  if any,  in addition to or in place of the
      office or agency of the Company in The City of New York, State of New York
      or the  principal  office  or  place of  business  of the  Trustee  or its
      successors in trust under the  Indenture,  which,  at the date hereof,  is
      located at 101 Barclay Street,  New York, NY 10286,  Attention:  Corporate
      Trust  Administration,  where the principal of (and  premium,  if any) and
      interest,  if any, on  Securities of the series shall be payable and where
      such Securities may be registered or transferred;

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

            (8) the  obligation,  if any,  of the  Company to  redeem,  repay or
      purchase  Securities  of the  series  pursuant  to  any  sinking  fund  or
      analogous  provisions or at the option of a Holder thereof, and the period
      or periods  within  which,  the price or prices at which and the terms and
      conditions upon which  Securities of the series shall be redeemed,  repaid
      or purchased, in whole or in part, pursuant to such obligation;

            (9) if other than  denominations of $1,000 and any integral multiple
      thereof,  the  denominations  in which  Securities  of the series shall be
      issuable;

            (10) if other than the principal amount thereof,  the portion of the
      principal  amount of  Securities of the series which shall be payable upon
      declaration of  acceleration of the Maturity  thereof  pursuant to Section
      502 hereof;

            (11) if other than such coin or  currency  of the  United  States of
      America as at the time of payment is legal tender for payment of public or
      private debts, the coin or currency,  including composite  currencies,  in
      which payment of the principal of (and premium,  if any) and interest,  if
      any, on the Securities of the series shall be payable;

            (12) if the principal of (and premium, if any) or interest,  if any,
      on the Securities of the series are to be payable,  at the election of the
      Company  or a Holder  thereof,  in a coin or  currency  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 may
      be made;

            (13) if the amount of payments of principal of (and premium, if any)
      or interest,  if any, on the  Securities  of the series may be  determined
      with  reference to an index based on a coin or currency other than that in
      which the  Securities  are stated to be payable,  the manner in which such
      amounts shall be determined;

            (14) any provisions  permitted by this Indenture  relating to Events
      of Default or  covenants  of the  Company  with  respect to such series of
      Securities;

            (15) if the  Securities of the series shall be issued in whole or in
      part in the form of one or more Global Securities,  (i) whether beneficial
      owners  of  interests  in any  such  Global  Security  may  exchange  such
      interests  for  Securities  of such series of like tenor and of authorized
      form and denomination and the  circumstances  under which any such changes
      may occur,  if other than in the manner provided in Section 305 hereof and
      (ii) the Depositary for such Global Security or Securities; and

            (16) any  other  terms  of the  series  (which  terms  shall  not be
      inconsistent  with the provisions of this Indenture),  including,  without
      limitation,  any terms required for or appropriate to (i) establishing one
      or more series of medium-term notes to be issued in a Periodic Offering or
      (ii) providing for the remarketing of the Securities of such series.

            All Securities of any one series (other than Securities offered in a
Periodic  Offering) shall be  substantially  identical except as to denomination
and except as may  otherwise be provided in or pursuant to the Board  Resolution
referred to above and set forth in the Officers'  Certificate  referred to above
or in any such indenture supplemental hereto.

            If any of the terms of the series, including the form of Security of
such series,  are established by action taken pursuant to a Board Resolution,  a
copy of an appropriate record of such action shall be certified by the Secretary
or an  Assistant  Secretary  or other  authorized  officer of the  Company,  and
delivered  to the  Trustee  at or prior to the  delivery  of the  Company  Order
contemplated by Section 303 hereof for the  authentication  and delivery of such
series of Securities.

            With  respect  to  Securities  of a  series  offered  in a  Periodic
Offering,  such Board  Resolution  and  Officers'  Certificate  or  supplemental
indenture may provide  general terms or parameters for Securities of such series
and provide  either that the specific  terms of  particular  Securities  of such
series  shall be  specified  in a  Company  Order or that  such  terms  shall be
determined  by the  Company or its agents in  accordance  with other  procedures
specified in a Company Order as  contemplated  by the third paragraph of Section
303.

SECTION 302. Denominations.

            The  Securities of each series shall be issuable in registered  form
without  coupons,  except as  otherwise  expressly  provided  in a  supplemental
indenture hereto, in such denominations as shall be specified as contemplated by
Section 301 hereof.  In the absence of any such  provisions  with respect to the
Securities  of any series,  the  Securities  of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

            The  Securities  shall be  executed  on behalf of the Company by its
Chief Executive Officer, President, Vice President, General Manager or Treasurer
under its corporate seal reproduced thereon, and which need not be attested. The
Securities of any series shall be executed by such additional  officer,  if any,
as shall be specified  pursuant to Section 301 hereof.  The  signature of any of
these officers on the Securities may be manual or facsimile.

            Securities  bearing  the  manual  or  facsimile   signature  of  any
individual  who was at any time the proper officer of the Company shall bind the
Company,  notwithstanding  that such  individual  has ceased to hold such office
prior to the authentication and delivery of such Securities or did not hold such
office at the date of authentication of such Securities.

            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,  or, in the case of  Securities
offered in a Periodic Offering,  from time to time in accordance with such other
procedures  (including,  without  limitation,  the  receipt  by the  Trustee  of
electronic instructions from the Company or its duly authorized agents, promptly
confirmed  in  writing  by the  Company)  acceptable  to the  Trustee  as may be
specified  from time to time by a Company  Order for the  specific  terms of the
Securities  being  so  offered,  together  with  (i) a  Company  Order  for  the
authentication  and delivery of such Securities,  (ii) an Officers'  Certificate
stating that (x) the Company is not, and upon the  authentication by the Trustee
of the series of  Securities,  will not be in default  under any of the terms or
covenants contained in the Indenture, and (y) all conditions that must be met by
the  Company to issue  Securities  under the  Indenture  have been met,  and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities.  If the form or terms of the  Securities  of the  series  have  been
established  in or pursuant to one or more Board  Resolutions  as  permitted  by
Sections 201 and 301 hereof,  in authenticating  such Securities,  and accepting
the  additional  responsibilities  under  this  Indenture  in  relation  to such
Securities,  the Trustee  shall be entitled to receive,  and (subject to Section
601 hereof)  shall be fully  protected  in relying  upon,  an Opinion of Counsel
stating,

            (a) if the  form of  such  Securities  has  been  established  by or
      pursuant to Board Resolution as permitted by Section 201 hereof, that such
      form has been  established  in  conformity  with  the  provisions  of this
      Indenture;

            (b) if the  terms of such  Securities  have been  established  by or
      pursuant to Board Resolution as permitted by Section 301 hereof, that such
      terms have been  established  in  conformity  with the  provisions of this
      Indenture;

            (c) that such Securities,  when  authenticated  and delivered by the
      Trustee  and  issued by the  Company  in the  manner  and  subject  to any
      conditions specified in such Opinion of Counsel, will constitute valid and
      legally binding obligations of the Company, enforceable in accordance with
      their  terms,  except  as  may  be  limited  by  bankruptcy,   insolvency,
      reorganization,  moratorium,  fraudulent  conveyance  or transfer or other
      similar laws  relating to or affecting  the rights of creditors  generally
      and except as the enforceability  thereof is subject to the application of
      general  principles  of equity  (regardless  of  whether  considered  in a
      proceeding in equity or at law),  including,  without limitation,  (i) the
      possible unavailability of specific performance,  injunctive relief or any
      other equitable  remedy and (ii) concepts of materiality,  reasonableness,
      good faith and fair dealing;

provided,  however,  that,  with respect to Securities of a series  offered in a
Periodic  Offering,  the Trustee  shall be entitled to receive  such  Opinion of
Counsel in connection only with the first  authentication  of Securities of such
series, and in such case the opinions described in Clauses (b) and (c) above may
state, respectively, that:

            (i) if the terms of such  Securities are to be established  pursuant
      to a Company Order or pursuant to such procedures as may be specified from
      time to time by a Company Order, all as contemplated by a Board Resolution
      or  action  taken  pursuant  thereto,  such  terms  will  have  been  duly
      authorized  by  the  Company  and   established  in  conformity  with  the
      provisions of this Indenture; and

            (ii) that such Securities,  when completed by appropriate insertions
      and  executed and  delivered  by the Company to the Trustee in  accordance
      with  this  Indenture,  authenticated  and  delivered  by the  Trustee  in
      accordance  with this  Indenture,  and issued and delivered by the Company
      and paid for, all in accordance with any agreement of the Company relating
      to the offering, issuance and sale of such Securities, will be duly issued
      under this  Indenture  and will  constitute  the legal,  valid and binding
      obligations of the Company,  enforceable  in accordance  with their terms,
      subject to bankruptcy,  insolvency,  reorganization and other similar laws
      of  general   applicability   relating  to  or  affecting   generally  the
      enforcement of creditors'  rights, to general equitable  principles and to
      such other qualifications as such counsel shall conclude do not materially
      affect the rights of Holders of such Securities and any coupons.

If such  form or terms  have  been so  established,  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,
protections  or immunities  under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

            Notwithstanding  the  provisions  of  Section  301 hereof and of the
preceding  paragraph,  if all  Securities  of a series are not to be  originally
issued at one time,  it shall not be necessary to deliver the Board  Resolution,
the  Officers'  Certificate,  or  an  indenture  supplemental  hereto  otherwise
required  pursuant  to Section 301 hereof or the Company  Order,  the  Officers'
Certificate  and the  Opinion of Counsel  otherwise  required  pursuant  to such
preceding  paragraph at or prior to the time of  authentication of each Security
of such  series  if such  documents  are  delivered  at or  prior to the time of
authentication upon original issuance of the first Security of such series to be
issued. If all of the Securities of a series are not authenticated and issued at
one time,  for each  issuance  of  Securities  after  the  initial  issuance  of
Securities,  the Company  shall be  required  only to deliver to the Trustee the
Security executed by the Company together with a Company Order to the Trustee to
authenticate  such Security and to deliver such Security in accordance  with the
instructions  specified by such  Company  Order.  Any such  Company  Order shall
constitute a representation and warranty by the Company that the statements made
in  the   Officers'   Certificate   delivered  to  the  Trustee   prior  to  the
authentication  and  issuance of the first  Security of such series are true and
correct on the date thereof as if made on and as of the date thereof.

            Each Security shall be dated the date of its authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory  for any purpose  unless there appears on such Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed  by the  Trustee by manual  signature,  and such  certificate  upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly  authenticated  and  delivered  hereunder  and is  entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company,  and the  Company  shall  deliver  such  Security  to the  Trustee  for
cancellation as provided in Section 309 hereof together with a written statement
(which need not comply with Section 102 hereof and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company,  for all purposes of this  Indenture  such Security shall be deemed
never to have been  authenticated  and  delivered  hereunder  and shall never be
entitled to the benefits of this Indenture.

SECTION 304. Temporary Securities.

            Pending the preparation of definitive  Securities of any series, the
Company may execute,  and upon Company Order the Trustee shall  authenticate and
deliver,  temporary  Securities  which are printed,  lithographed,  typewritten,
mimeographed   or   otherwise   produced,   in  any   authorized   denomination,
substantially  of the tenor of the  definitive  Securities in lieu of which they
are issued and with such appropriate  insertions,  omissions,  substitutions and
other  variations  as the  officer or officers  executing  such  Securities  may
determine, as evidenced by their execution of such Securities.

            If temporary  Securities of any series are issued,  the Company will
cause definitive  Securities of that series to be prepared without  unreasonable
delay.  After the  preparation  of  definitive  Securities  of such series,  the
temporary  Securities  of such  series  shall  be  exchangeable  for  definitive
Securities  of such series upon  surrender of the  temporary  Securities of such
series at the office or agency of the  Company  in a Place of  Payment  for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more  temporary  Securities  of any series the Company  shall execute and the
Trustee shall  authenticate  and deliver in exchange  therefor a like  principal
amount  of  definitive  Securities  of the  same  series  and of like  tenor  of
authorized  denominations.  Until so exchanged the  temporary  Securities of any
series  shall in all  respects  be  entitled  to the same  benefits  under  this
Indenture as definitive Securities of such series.

SECTION 305. Registration, Registration of Transfer and Exchange.

            The Company shall cause to be kept at the Corporate  Trust Office of
the Trustee a register (the register  maintained in such office and in any other
office or agency of the  Company in a Place of Payment  being  herein  sometimes
collectively  referred to as the "Security  Register") in which, subject to such
reasonable  regulations as it may  prescribe,  the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed  "Security  Registrar" for the purpose of  registering  Securities and
transfers of Securities as herein provided.

            Upon surrender for  registration  of transfer of any Security of any
series  at the  office  or agency in a Place of  Payment  for that  series,  the
Company shall execute,  and the Trustee shall  authenticate and deliver,  in the
name of the designated transferee or transferees,  one or more new Securities of
the  same  series,  of any  authorized  denominations  and  of a like  aggregate
principal amount and tenor.

            At the option of the  Holder,  any  Security  or  Securities  of any
series,  other than a Global Security,  may be exchanged for other Securities of
the  same  series,  of any  authorized  denominations  and  of a like  aggregate
principal amount and tenor,  upon surrender of the Securities to be exchanged at
such office or agency.  Whenever any Securities are so surrendered for exchange,
the Company shall execute,  and the Trustee shall authenticate and deliver,  the
Securities which the Holder making the exchange is entitled to receive.

            All Securities  issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture,  as the Securities
surrendered upon such registration of transfer or exchange.

            Every Security presented or surrendered for registration of transfer
or for  exchange  shall (if so required  by the Company or the  Trustee) be duly
endorsed,  or be  accompanied  by a  written  instrument  of  transfer  in  form
satisfactory  to the Company and the Security  Registrar duly  executed,  by the
Holder thereof or his attorney duly authorized in writing.

            No service  charge shall be made to the Holder for any  registration
of transfer or exchange of Securities,  but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than  exchanges  pursuant to Sections  304, 906 or 1107 hereof not involving any
transfer.

            The  Company  shall  not be  required  (i) to  issue,  register  the
transfer of or exchange  Securities of any series  during a period  beginning at
the  opening of  business  15 days  before the day of the mailing of a notice of
redemption of Securities of that series  selected for  redemption  under Section
1103 hereof and ending at the close of business on the day of such  mailing,  or
(ii) to  register  the  transfer  of or exchange  any  Security so selected  for
redemption in whole or in part,  except the  unredeemed  portion of any Security
being redeemed in part.

            The  provisions  of this Section 305 are, with respect to any Global
Security, subject to Section 311 hereof.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

            If any mutilated Security is surrendered to the Trustee, the Company
shall  execute  and the  Trustee  shall  authenticate  and  deliver in  exchange
therefor a new  Security  of the same  series  and of like  tenor and  principal
amount and bearing a number not contemporaneously outstanding.

            If there  shall be  delivered  to the  Company  and the  Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such  security or  indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such  Security has been  acquired by a bona fide
purchaser,  the Company  shall  execute  and upon its request the Trustee  shall
authenticate  and  deliver,  in  lieu of any  such  destroyed,  lost  or  stolen
Security,  a new  Security  of the same  series and of like tenor and  principal
amount and bearing a number not contemporaneously outstanding.

            In case any such mutilated,  destroyed,  lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

            Upon the  issuance of any new  Security  under this Section 306, 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.

            Every new Security of any series issued pursuant to this Section 306
in lieu of any destroyed,  lost or stolen Security shall  constitute an original
additional contractual obligation of the Company,  whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Securities of that series duly issued hereunder.

            The  provisions of this Section 306 are exclusive and shall preclude
(to the  extent  lawful)  all other  rights  and  remedies  with  respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest; Interest Rights Preserved.

            Interest on any Security which is payable, and is punctually paid or
duly provided  for, on any Interest  Payment Date shall be paid to the Person in
whose name that Security (or one or more  Predecessor  Securities) is registered
at the close of business on the Regular Record Date for such interest.

            Any interest on any Security of any series which is payable,  but is
not punctually  paid or duly provided for, on any Interest  Payment Date (herein
called  "Defaulted  Interest") shall forthwith cease to be payable to the Holder
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such  Defaulted  Interest  may be paid by the  Company,  at its election in each
case, as provided in Clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted  Interest
      to the  Persons in whose  names the  Securities  of such  series (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 Security of such series 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 be not more  than 15 days and not 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 Holder of
      Securities  of such  series at his  address as it appears in the  Security
      Register,  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 so mailed, such Defaulted Interest shall be paid
      to the  Persons in whose  names the  Securities  of such  series (or their
      respective Predecessor Securities) are registered at the close of business
      on such Special Record Date and shall no longer be payable pursuant to the
      following Clause (2).

            (2) The Company may make  payment of any  Defaulted  Interest on the
      Securities of any series 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.

            Subject  to the  foregoing  provisions  of this  Section  307,  each
Security  delivered under this Indenture upon  registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308. Persons Deemed Owners.

            Prior to due presentment of a Security for registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the  Holder of a  Security  as the owner of such  Security  for the  purpose  of
receiving payment of principal of (and premium,  if any) and (subject to Section
307  hereof)  interest,  if any,  on such  Security  and for all other  purposes
whatsoever,  whether or not such  Security be overdue,  and neither the Company,
the Trustee  nor any agent of the  Company or the  Trustee  shall be affected by
notice to the contrary.  All such  payments so made to any such Holder,  or upon
such  Holder's  order,  shall be valid,  and, to the extent of the sums so paid,
effectual to satisfy and discharge  the  liability  for moneys  payable upon any
such Security.

            No holder of any beneficial  interest in any Global Security held on
its  behalf by a  Depositary  shall have any rights  under this  Indenture  with
respect  to such  Global  Security,  and such  Depositary  may be treated by the
Company,  the Trustee,  and any agent of the  Corporation  or the Trustee as the
owner of such Global Security for all purposes  whatsoever.  Notwithstanding the
foregoing, nothing herein shall impair, as between a Depositary and such holders
of  beneficial  interests,  the operation of customary  practices  governing the
exercise of the rights of the Depositary as holder of any Security.

SECTION 309. Cancellation.

            All Securities surrendered for payment, redemption,  registration of
transfer or exchange or for credit  against any sinking fund payment  shall,  if
surrendered  to any Person other than the  Trustee,  be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities  previously  authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever,  and all
Securities so delivered shall be promptly canceled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities  canceled as
provided in this Section 309,  except as expressly  permitted by this Indenture.
All canceled  Securities held by the Trustee shall be disposed of as directed by
a Company  Order,  provided  that the  Trustee  shall not be required to destroy
canceled Securities.

SECTION 310. Computation of Interest.

            Except as otherwise  specified as contemplated by Section 301 hereof
for Securities of any series, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311. Global Securities.

            If the Company  establishes  pursuant to Section 301 hereof that the
Securities  of a  particular  series  are to be  issued  in the form of a Global
Security,  then the Company shall execute and the Trustee  shall,  in accordance
with  Section  303  hereof,  authenticate  and  deliver,  a Global  Security  or
Securities which (i) shall  represent,  and shall be denominated in an aggregate
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
Depositary  or its  nominee,  (iii)  shall be  delivered  by the  Trustee to the
Depositary  or pursuant to the  Depositary's  instruction  and (iv) shall bear a
legend substantially to the following effect:

            "This  Security  is a Global  Security  within  the  meaning  of the
      Indenture  hereinafter  referred  to and is  registered  in the  name of a
      Depositary or a nominee of a Depositary. This Security is exchangeable for
      Securities registered in the name of a person other than the Depositary or
      its nominee only in the limited circumstances  described in the Indenture,
      and no transfer of this  Security  (other than a transfer of this Security
      as a whole  by the  Depositary  to a  nominee  of the  Depositary  or by a
      nominee of the  Depositary  to the  Depositary  or another  nominee of the
      Depositary) may be registered except in limited circumstances.

            Unless  this  Global   Security  is  presented   by  an   authorized
      representative  of  the  Depositary  to  the  Company  or  its  agent  for
      registration of transfer, exchange or payment, and any definitive Security
      is  issued  in the  name  of  [Cede & Co.]  or in  such  other  name as is
      requested  by an  authorized  representative  of the  Depositary  (and any
      payment is made to [Cede & Co.] or to such other entity as is requested by
      an authorized  representative of the Depositary),  ANY TRANSFER, PLEDGE OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in
      as much as the  registered  owner  hereof,  [Cede & Co.],  has an interest
      herein."

            Notwithstanding  the  provisions  of Section 305 hereof,  the Global
Security  of a series  may be  transferred,  in whole but not in part and in the
manner provided in Section 305 hereof, only to another nominee of the Depositary
for such  series,  or to a  successor  Depositary  for such  series  selected or
approved by the Company or to a nominee of such successor Depositary.

            If (i)  at any  time  the  Depositary  for a  series  of  Securities
notifies the Company  that it is  unwilling or unable to continue as  Depositary
for such series or if at any time the Depositary 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  Depositary  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 or (ii) there shall have
occurred  and be  continuing  after any  applicable  grace  periods  an Event of
Default with  respect to the  Securities  for a series,  then in each such case,
this Section 311 shall no longer be applicable to the  Securities of such series
and the Company  will  execute,  and subject to Section 305 hereof,  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  Securities of such series in
exchange for such Global  Securities.  In addition,  the Company may at any time
determine  that the  Securities of any series shall no longer be  represented by
Global  Securities  and that the  provisions of this Section 311 shall no longer
apply to the  Securities of such series.  In such event the Company will execute
and subject to Section 305 hereof,  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  Securities  of such series in exchange for such
Global  Securities.  Upon  the  exchange  of  the  Global  Securities  for  such
Securities  in  definitive   registered  form  without  coupons,  in  authorized
denominations,  the Global  Securities  shall be canceled by the  Trustee.  Such
Securities  in  definitive  registered  form issued in  exchange  for the Global
Securities  pursuant to this Section 311,  shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to the instructions
from its direct or  indirect  participants  or  otherwise,  shall  instruct  the
Trustee.  The Trustee shall deliver Securities to the Depositary for delivery to
the persons in whose names such Securities are so registered.

SECTION 312. Periodic Offering of Securities.

            Notwithstanding  any contrary provision herein, if all Securities of
a series are not to be originally  issued at one time, it shall not be necessary
for the  Company to  deliver to the  Trustee  an  Officers'  Certificate,  Board
Resolution,  supplemental  indenture,  Opinion of  Counsel  or  Company  Request
otherwise required pursuant to Sections 202, 301 and 303 at or prior to the time
of  authentication  of each  Security  of such  series  if  such  documents  are
delivered  to the  Trustee or its agent at or prior to the  authentication  upon
original  issuance of the first  Security of such series to be issued;  provided
that any  subsequent  request  by the  Company to the  Trustee  to  authenticate
Securities  of  such  series  upon   original   issuance   shall   constitute  a
representation  and  warranty by the Company and its counsel that as of the date
of such request,  the statements made in the Officers'  Certificate and opinions
made in the  Opinion  of Counsel  delivered  pursuant  to  Section  102 and 303,
respectively, shall be true and correct as if made on such date.

            An Officers' Certificate, supplemental indenture or Board Resolution
delivered  by the Company to the Trustee in the  circumstances  set forth in the
preceding  paragraph may provide that  Securities  which are the subject thereof
will be  authenticated  and  delivered  by the  Trustee or its agent on original
issue from time to time upon the written order of a person or persons designated
in such Officers'  Certificate,  supplemental indenture or Board Resolution (any
such telephonic  instructions to be confirmed promptly in writing by such person
or  persons)  and that such  person or  persons  are  authorized  to  determine,
consistent  with such  Officers'  Certificate,  supplemental  indenture or Board
Resolution,  such terms and  conditions  of said  Securities as are specified in
such Officers' Certificate, supplemental indenture or Board Resolution.

SECTION 313. CUSIP Numbers.

            The Company in issuing the  Securities  may use "CUSIP"  numbers (if
then  generally in use),  and, if so, the Trustee  shall use "CUSIP"  numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no  representation  is made as to the correctness of such numbers
either  as  printed  on  the  Securities  or as  contained  in any  notice  of a
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 will promptly  notify
the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

            This  Indenture  shall upon Company  Request  cease to be of further
effect  (except  as to any  surviving  rights of  registration  of  transfer  or
exchange of Securities herein expressly  provided for), and the Trustee,  at the
expense  of  the  Company,   shall  execute  proper  instruments   acknowledging
satisfaction and discharge of this Indenture, when

            (1)  either  (A)  all   Securities   of  that   series   theretofore
      authenticated  and delivered  (other than (x)  Securities  which have been
      destroyed, lost or stolen and which have been replaced or paid as provided
      in Section  306  hereof and (y)  Securities  for whose  payment  money has
      theretofore been deposited in trust or segregated and held in trust by the
      Company  and  thereafter  repaid to the  Company or  discharged  from such
      trust,  as provided in Section  1003  hereof)  have been  delivered to the
      Trustee for cancellation; or

            (B) all such Securities of that series not theretofore delivered
      to the Trustee for cancellation

                  (i) have become due and payable,

                  (ii) will become due and payable at their Stated Maturity
            within one year,

                  (iii) are to be called  for  redemption  within one year under
            arrangements satisfactory to the Trustee for the giving of notice of
            redemption  by the Trustee in the name,  and at the expense,  of the
            Company, or

                  (iv) are deemed paid and discharged pursuant to Section
            403 hereof, as applicable,

      and the  Company,  in the case of (i),  (ii),  (iii) or (iv) of clause (B)
      above,  has deposited or caused to be deposited  with the Trustee as trust
      funds in trust for the  purpose an amount of (a) money in the  currency or
      units of currency in which such Securities are payable, or (b) in the case
      of (ii) or (iii) of  clause  (B)  above  and  (except  as  provided  in an
      indenture  supplemental  hereto) if no Securities  of the affected  series
      Outstanding  are subject to  repurchase  at the option of Holders (I) U.S.
      Government Obligations which through the payment of interest and principal
      in respect  thereof in accordance  with their terms will provide not later
      than one day before the Stated  Maturity or  Redemption  Date, as the case
      may be,  money  in an  amount,  or (II) a  combination  of  money  or U.S.
      Government  Obligations as provided in (I) above, in each case, sufficient
      to pay and  discharge  the  entire  Indebtedness  on such  Securities  not
      theretofore delivered to the Trustee for cancellation,  for principal (and
      premium, if any) and interest, if any, to the date of such deposit (in the
      case of  Securities  which have  become due and  payable) or to the Stated
      Maturity or Redemption Date, as the case may be;

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

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

            Notwithstanding  the  satisfaction  and discharge of this Indenture,
the  obligations  of the Company to the Trustee  under  Section 607 hereof,  the
obligations of the Trustee to any Authenticating  Agent under Section 614 hereof
and, if money or U.S. Government  Obligations shall have been deposited with the
Trustee  pursuant to subclause (B) of clause (1) of this Section 401 or if money
or U.S. Government Obligations shall have been deposited with or received by the
Trustee  pursuant to Section 403 hereof,  the  obligations  of the Trustee under
Section 402 hereof and the last paragraph of Section 1003 hereof shall survive.

SECTION 402. Application of Trust Money.

            (a) Subject to the  provisions of the last paragraph of Section 1003
hereof,  all money or U.S.  Government  Obligations  deposited  with the Trustee
pursuant  to  Sections  401,  403 or 1009  hereof and all money  received by the
Trustee in respect of U.S.  Government  Obligations  deposited  with the Trustee
pursuant to Sections 401, 403 or 1009 hereof, shall be held in trust and applied
by it, in accordance  with the provisions of the Securities and this  Indenture,
to the payment,  to the persons entitled thereto, of the principal (and premium,
if any) and interest,  if any, for whose  payment such money has been  deposited
with or received by the Trustee or to make  mandatory  sinking fund  payments or
analogous payments as contemplated by Sections 401, 403 or 1009 hereof.

            (b) The Company shall pay and shall  indemnify  the Trustee  against
any tax, fee or other  charge  imposed on or assessed  against  U.S.  Government
Obligations  deposited  pursuant  to  Sections  401,  403 or 1009  hereof or the
interest and principal  received in respect of such  obligations  other than any
payable by or on behalf of Holders.

            (c) The Trustee  shall  deliver or pay to the  Company  from time to
time upon Company Request any U.S. Government Obligations or money held by it as
provided  in  Sections  401,  403 or 1009  hereof  which,  in the  opinion  of a
nationally recognized firm of independent certified public accountants expressed
in a written  certification thereof delivered to the Trustee, are then in excess
of the amount  thereof  which then would have been  required to be deposited for
the purpose for which such U.S. Government Obligations or money was deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.

SECTION 403. Satisfaction, Discharge and Defeasance of Securities of any
             Series.

            The Company shall be deemed to have paid and  Discharged  the entire
Indebtedness  on all the  Outstanding  Securities  of any series on the 91st day
after the date of the deposit  referred to in subparagraph  (e) hereof,  and the
provisions of this Indenture,  as it relates to such  Outstanding  Securities of
such series,  shall no longer be in effect (and the  Trustee,  at the expense of
the Company,  shall at Company Request execute proper instruments  acknowledging
the same), except as to:

            (a) the rights of Holders of  Securities  of such series to receive,
      from the trust funds described in subparagraph (1) hereof,  (i) payment of
      the principal of (and premium,  if any) and each  installment of principal
      of  (and  premium,  if  any)  or  interest,  if  any,  on the  Outstanding
      Securities  of such  series on the Stated  Maturity of such  principal  or
      installment  of principal or interest or to and including  the  Redemption
      Date  irrevocably  designated by the Company  pursuant to subparagraph (5)
      hereof  and  (ii) the  benefit  of any  mandatory  sinking  fund  payments
      applicable  to the  Securities  of such  series  on the day of which  such
      payments  are due  and  payable  in  accordance  with  the  terms  of this
      Indenture and the Securities of such series;

            (b) the  Company's  obligations  with respect to such  Securities of
      such  series  under  Sections  305,  306,  1002 and 1003 hereof and if the
      Company shall have  irrevocably  designated a Redemption  Date pursuant to
      subparagraph (5) hereof, Sections 1101, 1104 and 1106 hereof as they apply
      to such Redemption Date;

            (c) the Company's obligations with respect to the Trustee under
      Section 607 hereof; and

            (d)  the  rights,  powers,  trust  and  immunities  of  the  Trustee
      hereunder  and the duties of the Trustee  under Section 402 hereof and, if
      the Company shall have  irrevocably  designated a Redemption Date pursuant
      to subparagraph (5) hereof,  Article Eleven and the duty of the Trustee to
      authenticate  Securities  of such  series on  registration  of transfer or
      exchange;

provided that, the following conditions shall have been satisfied:

            (1) the Company has deposited or caused to be irrevocably  deposited
      (except as provided in Section  402(c)  hereof and the last  paragraph  of
      Section   1003   hereof)  with  the  Trustee  as  trust  funds  in  trust,
      specifically pledged as security for, and dedicated solely to, the benefit
      of the  Holders  of the  Securities  of such  series,  (i)  money,  in the
      currency or units of currency in which such Securities are payable,  in an
      amount,  or (ii) (except as provided in a supplemental  indenture or Board
      Resolution  with respect to such series) if  Securities of such series are
      not subject to  repurchase at the option of Holders,  (A) U.S.  Government
      Obligations which through the payment of interest and principal in respect
      thereof in accordance with their terms will provide not later than one day
      before  the due date of any  payment  referred  to in clause (x) or (y) of
      this subparagraph (1) money in an amount or (B) a combination  thereof, in
      each case  sufficient,  in the report of a nationally  recognized  firm of
      independent   certified   public   accountants   expressed  in  a  written
      certification thereof delivered to the Trustee, to pay and discharge,  and
      which the Trustee shall be instructed to apply to pay and  discharge,  (x)
      the principal of (and premium,  if any) and each  installment of principal
      (and premium, if any) and interest, if any, on the Outstanding  Securities
      of such series on the Stated  Maturity of such principal or installment of
      principal or interest or to and including the Redemption Date  irrevocably
      designated by the Company  pursuant to subparagraph (5) hereof and (y) any
      mandatory  sinking fund  payments  applicable  to the  Securities  of such
      series on the day on which such payments are due and payable in accordance
      with the terms of this Indenture and of the Securities of such series;

            (2) the Company has  delivered  to the Trustee an Opinion of Counsel
      to the  effect  that  such  provision  would  not  cause  any  Outstanding
      Securities of such series then listed on any national  securities exchange
      to be delisted as a result thereof;

            (3) no Event of Default or event  which with notice or lapse of time
      would  become an Event of Default  (including  by reason of such  deposit)
      with respect to the  Securities  of such series shall have occurred and be
      continuing  on the date of such deposit or during the period ending on the
      91st day after such date;

            (4) the Company has delivered to the Trustee an unqualified opinion,
      in form and substance reasonably acceptable to the Trustee, of independent
      counsel of national  standing  selected by the Company and satisfactory to
      the  Trustee to the effect  that (i)  Holders of the  Securities  will not
      recognize income, gain or loss for Federal income tax purposes as a result
      of the deposit,  defeasance and discharge, which opinion shall be based on
      a change in law or a ruling by the U.S.  Internal Revenue Service and (ii)
      the defeasance  trust is not, or is registered  as, an investment  company
      under the Investment Company Act of 1940;

            (5) if the Company has deposited or caused to be deposited  money or
      U.S.  Government  Obligations  to pay or discharge  the  principal of (and
      premium, if any) and interest, if any, on the Outstanding  Securities of a
      series to and including a Redemption  Date on which all of the Outstanding
      Securities of such series are to be redeemed,  such  Redemption Date shall
      be irrevocably  designated by a Board Resolution  delivered to the Trustee
      on or prior  to the  date of  deposit  of such  money  or U.S.  Government
      Obligations,  and  such  Board  Resolution  shall  be  accompanied  by  an
      irrevocable   Company  Request  that  the  Trustee  give  notice  of  such
      redemption  in the name and at the expense of the Company not less than 30
      nor more than 60 days prior to such  Redemption  Date in  accordance  with
      Section 1104 hereof; and

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

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default.

            "Event of Default",  wherever used herein with respect to Securities
of any series,  means any one of the following  events  (whatever the reason for
such Event of Default and whether it shall be  voluntary  or  involuntary  or be
affected by operation of law or pursuant to any judgment, decree or order of any
court or any order,  rule or regulation of any  administrative  or  governmental
body) unless such event is either  inapplicable  to a particular  series (to the
extent  expressly  provided  in the form of Security  for such  series) or it is
specifically  deleted or modified in the  supplemental  indenture  creating such
series of Securities or in the form of Security for such series:

            (a) default in the payment of any interest upon any Security of that
      series when it becomes due and payable,  and  continuance  of such default
      for a period of 30 days; or

            (b) default in the payment of the principal of (or premium,  if any,
      on) any Security of that series at its Maturity,  and  continuance of such
      default for a period of three days; or

            (c) default in the payment of any sinking fund installment, when and
      as due by the terms of a Security of that series,  and continuance of such
      default for a period of three days; or

            (d)  default in the  performance,  or  breach,  of any  covenant  or
      warranty  or  obligation  of the Company in this  Indenture  (other than a
      covenant or  warranty a default in whose  performance  or whose  breach is
      elsewhere  in this  Section  501  specifically  dealt  with or  which  has
      expressly  been included in this  Indenture  solely for the benefit of any
      series of Securities  other than that  series),  and  continuance  of such
      default or breach for a period of 90 days after there has been  given,  by
      registered  or  certified  mail,  to the  Company by the Trustee or to the
      Company  and the  Trustee  by the  Holders  of at least  33% in  aggregate
      principal  amount of the  Outstanding  Securities of that series a written
      notice  specifying  such default or breach and requiring it to be remedied
      and stating that such notice is a "Notice of Default" hereunder; or

            (e) the entry by a court having  jurisdiction in the premises of (A)
      a decree or order for relief in respect of the  Company in an  involuntary
      case or  proceeding  under any  applicable  Federal  or State  bankruptcy,
      insolvency  or other  similar  law or (B) a decree or order  appointing  a
      custodian, receiver, liquidator,  assignee, trustee, sequestrator or other
      similar  official  of  the  Company  or of  any  substantial  part  of its
      property,  or ordering the winding up or liquidation  of its affairs,  and
      the  continuance  of any such decree or order for relief or any such other
      decree  or order  unstayed  and in effect  for a period of 90  consecutive
      days; or

            (f)  the  commencement  by  the  Company  of  a  voluntary  case  or
      proceeding under any applicable Federal or State bankruptcy, insolvency or
      other similar law or of any other case or  proceeding to be  adjudicated a
      bankrupt  or  insolvent,  or the consent by it to the entry of a decree or
      order for  relief in  respect of the  Company  in an  involuntary  case or
      proceeding under any applicable Federal or State bankruptcy, insolvency or
      other similar law or to the  commencement  of any bankruptcy or insolvency
      case or proceeding against it, or the filing by it of a petition or answer
      or consent  seeking relief under any  applicable  Federal or State law, or
      the consent by it to the filing of such petition or to the  appointment of
      or taking  possession  by a  custodian,  receiver,  liquidator,  assignee,
      trustee,  sequestrator  or  similar  official  of  the  Company  or of any
      substantial part of its property, or the making by it of an assignment for
      the benefit of creditors, or the taking of corporate action by the Company
      in furtherance of any such action; or

            (g)  any  other  Event  of  Default  provided  in  the  supplemental
      indenture or provided in or pursuant to the Board  Resolution  under which
      such series of  Securities  is issued or in the form of Security  for such
      series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default with respect to  Securities  of any series at
the time Outstanding described in paragraph (a), (b), (c), (d) or (g) of Section
501 hereof occurs and is continuing,  then in every such case the Trustee or the
Holders of not less than 33% in aggregate  principal  amount of the  Outstanding
Securities  of that series may declare the  principal  amount (or, if any of the
Securities of that series are Original Issue Discount  Securities,  such portion
of the  principal  amount of such  Securities  as may be  specified in the terms
thereof)  of all  of the  Securities  of  that  series  to be  due  and  payable
immediately,  by a notice in writing to the Company (and to the Trustee if given
by Holders),  and upon any such  declaration such principal amount (or specified
amount) shall become  immediately due and payable upon the date which is 10 days
after the date of such notice.

            If an Event of Default  described in paragraph (e) or (f) of Section
501 hereof occurs and is continuing,  then and in every such case, the principal
amount (or, if any  Securities  are Original  Issue  Discount  Securities,  such
portion of the principal amount as may be specified in the terms thereof) of all
the Securities shall,  without any notice to the Company or any other act on the
part of the Trustee or any Holder of the  Securities,  become and be immediately
due and payable.

            At any time after such a declaration of acceleration with respect to
Securities  of any  series  has been made and  before a  judgment  or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article  provided,  the  Holders  of a  majority  in  principal  amount  of  the
Outstanding  Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

            (1) the Company has paid or deposited with the Trustee a sum
      sufficient to pay

                  (A) all overdue interest, if any, on all Securities of
            that series,

                  (B) the principal of (and premium,  if any, on) any Securities
            of  that  series  which  have  become  due  otherwise  than  by such
            declaration  of  acceleration  and  interest  thereon at the rate or
            rates prescribed therefor in such Securities,

                  (C) to the extent  that  payment of such  interest  is lawful,
            interest upon any overdue  interest at the rate or rates  prescribed
            therefor in such Securities, and

                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel; and

            (2) all Events of Default with respect to Securities of that series,
      other than the  non-payment  of the  principal of and accrued  interest on
      Securities of that series which have become due solely by such declaration
      of  acceleration,  have been cured or waived as  provided  in Section  513
      hereof.

No such  rescission  shall  affect  any  subsequent  default or impair any right
consequent thereon.

            For all purposes under this Indenture, if a portion of the principal
of any  Original  Issue  Discount  Securities  shall have been  accelerated  and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration,  unless such declaration has been rescinded and annulled,  the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder,  to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the  principal  thereof  as  shall  be due  and  payable  as a  result  of  such
acceleration,  together  with  interest,  if any,  thereon and all other amounts
owing  thereunder,  shall  constitute  payment  in full of such  Original  Issue
Discount Securities.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

            The Company  covenants that if (a) default is made in the payment of
any interest on any Security when such interest becomes due and payable and such
default continues for a period of 30 days, or (b) default is made in the payment
of the  principal  of (or  premium,  if any,  on) any  Security at the  Maturity
thereof,  then the Company will, upon written demand of the Trustee,  pay to it,
for the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal (and premium, if any) and interest,  if
any,  and,  to the  extent  that  payment  of such  interest  shall  be  legally
enforceable,  interest on any overdue principal (and premium, if any) and on any
overdue interest,  at the rate or rates prescribed  therefor in such Securities,
and, in addition  thereto,  such further  amount as shall be sufficient to cover
the costs and expenses of  collection,  including the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

            If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial  proceeding  for the  collection  of the  sums so due and  unpaid,  may
prosecute  such  proceeding to judgment or final decree and may enforce the same
against the Company or any other  obligor upon such  Securities  and collect the
moneys  adjudged  or decreed to be payable in the manner  provided by law out of
the property of the Company or any other obligor upon such Securities,  wherever
situated.

            If any Event of Default  with  respect to  Securities  of any series
occurs and is continuing,  the Trustee may in its discretion  proceed to protect
and  enforce  its  rights and the rights of the  Holders of  Securities  of such
series by such appropriate  judicial  proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights.

            The  Trustee  shall not be  required  to take notice or be deemed to
have notice of any Event of Default other than  pursuant to paragraphs  (a), (b)
or (c) of Section 501 of this  Indenture,  unless a  Responsible  Officer of the
Trustee  shall be  specifically  notified  in  writing  of such  default  by the
Company,  or by the  Holders  of a majority  in  aggregate  principal  amount of
Outstanding Securities.

SECTION 504. Trustee May File Proofs of Claim.

            In  case  of  the   pendency   of  any   receivership,   insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial  proceeding relative to the Company or any other obligor upon the
Securities  or the  property  of the  Company or of such other  obligor or their
creditors,  the Trustee (irrespective of whether the principal of the Securities
shall  then be due  and  payable  as  therein  expressed  or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue  principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

            (i) to file and prove a claim for the whole amount of principal (and
      premium,  if  any)  and  interest  owing  and  unpaid  in  respect  of the
      Securities  and to file such other papers or documents as may be necessary
      or  advisable  in order to have the claims of the Trustee  (including  any
      claim  for  the  reasonable  compensation,   expenses,  disbursements  and
      advances  of the  Trustee,  its agents  and  counsel)  and of the  Holders
      allowed in such judicial proceeding, and

            (ii) to collect and receive any moneys or other property payable
      or deliverable on any such claims and to distribute the same;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each Holder to make such  payments to the Trustee and any other  amounts due the
Trustee under Section 607 hereof.

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

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

            All  rights  of  action  and  claims  under  this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such 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 the  payment  of the  reasonable  compensation,  expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit  of the  Holders  of the  Securities  in  respect of which such
judgment has been recovered.

SECTION 506. Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article shall be
applied in the following order with respect to the Securities of any series,  at
the date or dates fixed by the Trustee and, in case of the  distribution of such
money  on  account  of  principal  (or  premium,  if  any)  or  interest,   upon
presentation  of the Securities and the notation  thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under
      Section 607 hereof;

            SECOND: In case the principal and premium, if any, of the Securities
      of such series in respect of which  moneys have been  collected  shall not
      have become and be then due and payable,  to the payment of  interest,  if
      any,  on the  Securities  of such  series in  default  in the order of the
      maturity of the  installments  of such  interest,  with  interest  (to the
      extent that such  interest  has been  collected  by the Trustee and to the
      extent permitted by law) upon the overdue  installments of interest at the
      rate  prescribed  therefor in such  Securities,  such  payments to be made
      ratably  to  the  Persons  entitled  thereto,  without  discrimination  or
      preference;

            THIRD:  In case the principal or premium,  if any, of the Securities
      of such series in respect of which moneys have been  collected  shall have
      become  and shall be then due and  payable,  to the  payment  of the whole
      amount  then owing and unpaid upon all the  Securities  of such series for
      principal and premium,  if any, and  interest,  if any, with interest upon
      the overdue  principal  and premium,  if any, and (to the extent that such
      interest has been collected by the Trustee and to the extent  permitted by
      law) upon overdue installments of interest at the rate prescribed therefor
      in the  Securities  of such  series;  and in case  such  moneys  shall  be
      insufficient  to pay in full the whole  amount so due and unpaid  upon the
      Securities of such series,  then to the payment of such  principal and any
      premium and interest,  without  preference  or priority of principal  over
      interest,  or of interest over principal or premium, or of any installment
      of interest over any other installment of interest,  or of any Security of
      such  series  over any  other  Security  of such  series,  ratably  to the
      aggregate  of such  principal  and any  premium  and  accrued  and  unpaid
      interest; and

            FOURTH: To the payment of the remainder, if any, to the Company
      or any other Person lawfully entitled thereto.

SECTION 507. Limitation on Suits.

            No Holder of any  Security  of any  series  shall  have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the  appointment  of a  receiver  or  trustee,  or for any  other  remedy
hereunder, unless

            (1) such Holder has previously given written notice to a Responsible
      Officer of the Trustee of a  continuing  Event of Default  with respect to
      the Securities of that series;

            (2) the  Holders  of not less  than 33% in  principal  amount of the
      Outstanding  Securities of that series shall have made written  request to
      the Trustee to institute  proceedings  in respect of such Event of Default
      in its own name as Trustee hereunder;

            (3) such Holder or Holders  have  offered to the Trustee  reasonable
      indemnity  satisfactory to it against the costs,  expenses and liabilities
      to be incurred in compliance with such request;

            (4) the  Trustee  for 60 days  after  its  receipt  of such  notice,
      request  and  offer  of  indemnity   has  failed  to  institute  any  such
      proceeding; and

            (5) no direction  inconsistent  with such  written  request has been
      given to the  Trustee  during  such  60-day  period  by the  Holders  of a
      majority in principal amount of the Outstanding Securities of that series;

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture to affect,  disturb or  prejudice  the rights of any other of
such Holders,  or to obtain or to seek to obtain priority or preference over any
other of such  Holders or to enforce any right under this  Indenture,  except in
the manner  herein  provided  and for the equal and ratable  benefit of all such
Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
             and Interest.

            Notwithstanding any other provision in this Indenture, the Holder of
any  Security  shall have the right,  which is absolute  and  unconditional,  to
receive  payment of the  principal  of (and  premium,  if any) and  (subject  to
Section 307 hereof) interest, if any, on such Security on the Stated Maturity or
Maturities  expressed  in  such  Security  (or,  in the  case of  redemption  or
repayment at the option of the Holder,  on the Redemption  Date or the Repayment
Date,  respectively)  and to  institute  suit  for the  enforcement  of any such
payment,  and such  rights  shall not be  impaired  without  the consent of such
Holder.

SECTION 509. Restoration of Rights and Remedies.

            If the  Trustee or any  Holder  has  instituted  any  proceeding  to
enforce any right or remedy under this  Indenture and such  proceeding  has been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the  Trustee or to such  Holder,  then and in every  such  case,  subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored  severally and respectively to their former positions  hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

            Except as  otherwise  provided  with respect to the  replacement  or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306 hereof,  no right or remedy herein  conferred upon or reserved to
the Trustee or to the Holders is intended to be  exclusive of any other right or
remedy,  and every right and remedy  shall,  to the extent  permitted by law, be
cumulative  and in addition to every other right and remedy  given  hereunder or
now or hereafter  existing at law or in equity or  otherwise.  The  assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

            No  delay  or  omission  of  the  Trustee  or of any  Holder  of any
Securities  to exercise any right or remedy  accruing  upon any Event of Default
shall  impair any such right or remedy or  constitute a waiver of any such Event
of Default or an  acquiescence  therein.  Every  right and remedy  given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

SECTION 512. Control by Holders.

            The Holders of a majority  in  principal  amount of the  Outstanding
Securities  of any series  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 the
Securities of such series, provided that

            (1) such direction shall not be in conflict with any rule of law
      or with this Indenture,

            (2) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction, and

            (3) the  Trustee  shall not  determine  that the action so  directed
      would be unjustly prejudicial to Holders not taking part in such action.

SECTION 513. Waiver of Past Defaults.

            The  Holders  of not less than a  majority  in  aggregate  principal
amount of the Outstanding  Securities of any series may on behalf of the Holders
of all the  Securities  of such series  waive any past  default  hereunder  with
respect to such series and its consequences, except a default

            (1) in the payment of the principal of (or premium, if any) or
      interest, if any, on any Security of such series, or

            (2) in respect of a covenant or provision hereof which under Article
      Nine cannot be  modified  or amended  without the consent of the Holder of
      each Outstanding Security of such series affected.

            Upon any such  waiver,  such default  shall cease to exist,  and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture;  but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Security
by his 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 and
expenses,  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 514 shall not apply to any suit instituted by the
Trustee,  to any suit instituted by any Holder, or group of Holders,  holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series,  or to any suit  instituted by any Holder for the enforcement of the
payment of the  principal  of (or premium,  if any) or interest,  if any, on any
Security  on or after  the  Stated  Maturity  or  Maturities  expressed  in such
Security  (or,  in the case of  redemption  or  repayment  at the  option of the
Holder, on or after the Redemption Date or the Repayment Date, respectively).


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

            (a) Except during the continuance of a default with respect to
the Securities of any series,

                  (1) the  Trustee  undertakes  to perform  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; and

                  (2) in the  absence of bad faith on its part,  the Trustee may
            conclusively  rely,  as to the  truth  of  the  statements  and  the
            correctness of the opinions expressed therein,  upon 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 examine the same to
            determine  whether or not they conform to the  requirements  of this
            Indenture.

            (b) In case a default has  occurred and is  continuing,  the Trustee
shall exercise 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  person
would  exercise or use under the  circumstances  in the conduct of such person's
own affairs.

            (c) 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) this Subsection shall not be construed to limit the
            effect of Subsection (a) of this Section 601;

                  (2) the Trustee  shall not be liable for any error of judgment
            made in good  faith by a  Responsible  Officer,  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 a majority in  principal  amount of
            the Outstanding Securities of any series,  determined as provided in
            Section  512  hereof,  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 such series; and

                  (4) no provision of this  Indenture  shall require the Trustee
            to  expend or risk its own funds or  otherwise  incur any  financial
            liability in the performance of any of its duties  hereunder,  or in
            the  exercise  of any of its  rights  or  powers,  if it shall  have
            reasonable  grounds for  believing  that  repayment of such funds or
            adequate  indemnity against such risk or liability is not reasonably
            assured to it.

            (d) Whether or not therein expressly so provided, every provision of
this  Indenture  relating  to the  conduct  or  affecting  the  liability  of or
affording  protection to the Trustee shall be subject to the  provisions of this
Section 601. The permissive right of the Trustee to do things enumerated in this
Indenture  shall not be construed as a duty and it shall not be  answerable  for
other than its own negligent action, its own negligent failure to act or its own
willful misconduct.

SECTION 602. Notice of Defaults.

            Within 90 days after the  occurrence of any default  hereunder  with
respect to the  Securities of any series,  the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security  Register,  notice of such default  hereunder known to the Trustee,
unless such default shall have been cured or waived;  provided,  however,  that,
except in the case of a default in the payment of the  principal of (or premium,
if any) or interest, if any, on any Security of such series or in the payment of
any sinking fund  installment  with respect to  Securities  of such 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 or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of  Securities  of such series;
and  provided,  further,  that  in the  case  of any  default  of the  character
specified in Section 501(d) hereof with respect to Securities of such series, no
such  notice  to  Holders  shall be given  until  at  least  30 days  after  the
occurrence  thereof.  For the purpose of this Section  602,  the term  "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

SECTION 603. Certain Rights of Trustee.

            Subject to the provisions of Section 601 hereof:

            (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, bond,
debenture,  note,  other  evidence  of  Indebtedness  or other paper or document
believed by it to be genuine and to have been signed or  presented by the proper
party or parties;

            (b) any request or direction of the Company  mentioned  herein shall
be sufficiently  evidenced by a Company Request or Company Order or as otherwise
expressly  provided  herein and any  resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

            (c) whenever in the  administration  of this  Indenture  the Trustee
deems it  desirable  that a matter  be proved or  established  prior to  taking,
suffering or omitting any action  hereunder,  the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

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

            (e) the Trustee  shall be under no  obligation to expend or risk its
own funds or to exercise, at the request or direction of any of the Holders, any
of the  rights  or  powers  vested  in it by  this  Indenture  pursuant  to this
Indenture,  unless such  Holders  shall have  offered to the Trustee  reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

            (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, direction,  consent, order, bond,
debenture,  note, other evidence of Indebtedness or other paper or document, but
the Trustee,  in its discretion,  may make such further inquiry or investigation
into  such  facts  or  matters  as it may see fit,  and,  if the  Trustee  shall
determine to make such further  inquiry or  investigation,  it shall be entitled
upon  reasonable  request to examine  the 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 Trustee shall not be liable for any action taken,  suffered,
or omitted to be taken by it in good faith and  reasonably  believed by it to be
authorized  or within the  discretion or rights or powers  conferred  upon it by
this Indenture;

            (i) the Trustee shall not be deemed to have notice of any default or
Event  of  Default  unless a  Responsible  Officer  of the  Trustee  has  actual
knowledge  thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture; and

            (j) the rights,  privileges,  protections,  immunities  and benefits
given  to  the  Trustee,   including,   without  limitation,  its  right  to  be
indemnified,  are extended to, and shall be enforceable  by, the Trustee in each
of its  capacities  hereunder,  and to each agent,  custodian  and other  Person
employed to act hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

            The  recitals  contained  herein and in the  Securities,  except the
Trustee's  certificates of  authentication,  shall be taken as the statements of
the Company,  and neither the Trustee nor any  Authenticating  Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities.  Neither the
Trustee  nor  any  Authenticating  Agent  shall  be  accountable  for the use or
application  by the Company of Securities or the proceeds  thereof.  The Trustee
shall  not be  responsible  for doing or  performing  any thing or act which the
Company shall have  covenanted to do or perform,  or for any compliance with any
covenant by the Company,  nor shall the Trustee be bound to ascertain or inquire
as to the  performance  of any covenant,  condition or agreement by the Company,
but  it  may  require  full  information  and  advice  in  regard  to any of the
foregoing.

SECTION 605. May Hold Securities.

            The  Trustee,  any  Authenticating  Agent,  any  Paying  Agent,  any
Security  Registrar or any other agent of the Company,  in its individual or any
other capacity,  may become the owner or pledgee of Securities  and,  subject to
Sections 608 and 613 hereof,  may otherwise  deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 606. Money Held in Trust.

            Money held by the Trustee in trust  hereunder 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 money received by it hereunder  except as
otherwise agreed with the Company.

SECTION 607. Compensation and Reimbursement.

            The Company agrees

            (1) to pay to the Trustee from time to time such  compensation as is
      agreed  upon in  writing,  or,  if no such  agreement  exists,  reasonable
      compensation for all services rendered by it hereunder (which compensation
      shall not be limited by any provision of law in regard to the compensation
      of a trustee of an express  trust),  and shall have a lien therefor on any
      and all  funds  at any  time  held by it  under  this  Indenture  for such
      compensation;

            (2) except as otherwise  expressly provided herein, to reimburse the
      Trustee upon its request for all reasonable  expenses,  disbursements  and
      advances  incurred or made by the Trustee in accordance with any provision
      of this Indenture (including the reasonable  compensation and the expenses
      and disbursements of its agents and counsel, which compensation,  expenses
      and disbursements shall be set forth in sufficient detail), and shall have
      a lien  therefor  on any and all funds at any time  held by it under  this
      Indenture  for such expenses and  disbursements,  except any such expense,
      disbursement  or advance as may be  attributable  to its negligence or bad
      faith; and

            (3) to indemnify the Trustee and any  predecessor  trustee and their
      agents for, and to hold them harmless against, any loss, damages,  claims,
      liability  or expense  including  taxes  (other than any taxes based upon,
      measured by or  determined  by the income of, or with  respect to the fees
      and  compensation  to be paid hereunder to, the Trustee,  any  predecessor
      trustee or their agents) incurred  without  negligence or bad faith on its
      part,   arising  out  of  or  in   connection   with  the   acceptance  or
      administration of the trust or trusts  hereunder,  including the 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.

SECTION 608. Conflicting Interests.

            The Trustee for the Securities of any series issued  hereunder shall
be subject to the provisions of Section 310(b) of the Trust Indenture Act during
the period of time provided for therein.  In determining whether the Trustee has
a conflicting  interest as defined in Section 310(b) of the Trust  Indenture Act
with  respect to the  Securities  of any series,  there  shall be  excluded  for
purposes of the  conflicting  interest  provisions  of such  Section  310(b) the
Securities of every other series  issued under this  Indenture.  Nothing  herein
shall  prevent the  Trustee  from filing  with the  Commission  the  application
referred  to in the  second to last  paragraph  of  Section  310(b) of the Trust
Indenture Act.

SECTION 609. Corporate Trustee Required; Eligibility.

            There  shall at all  times be a  Trustee  hereunder  which  shall be
eligible to act as trustee under the Trust  Indenture Act and which shall have a
combined  capital and surplus of at least  $50,000,000.  If the Trustee does not
have an office in The City of New York,  the Trustee may appoint an agent in The
City of New York reasonably  acceptable to the Company to conduct any activities
which the Trustee may be required under this Indenture to conduct in The City of
New York.  If the Trustee does not have an office in The City of New York or has
not  appointed  an  agent  in The  City of New  York,  the  Trustee  shall  be a
participant in The Depository Trust Company and FAST  distribution  systems.  If
such corporation  publishes reports of condition at least annually,  pursuant to
law  or to the  requirements  of a  Federal,  State,  or  District  of  Columbia
supervising or examining  authority,  then for the purposes of this Section 609,
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.  If at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of this Section 609, the Trustee  shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article.

SECTION 610. Resignation and Removal; Appointment of Successor Trustee.

            (a) No resignation or removal of the Trustee and no appointment of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 611 hereof.

            (b)  The  Trustee  may  resign  at  any  time  with  respect  to the
Securities  of one or more  series  by  giving  written  notice  thereof  to the
Company.  If the  instrument of acceptance  by a successor  Trustee  required by
Section 611 hereof shall not have been  delivered to the Trustee  within 30 days
after the  giving 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 the Securities of such series.

            (c) The  Trustee  may be  removed  at any time with  respect  to the
Securities of any series by Act of the Holders of a majority in principal amount
of the  Outstanding  Securities of such series,  delivered to the Trustee and to
the Company.

            (d) If at any time:

                  (1) the Trustee  shall fail to comply with  Section  310(b) of
            the Trust  Indenture Act pursuant to Section 608 hereof with respect
            to any series of Securities  after written  request  therefor by the
            Company  or by any  Holder  who has  been a bona  fide  Holder  of a
            Security for at least six months, or

                  (2) the Trustee  shall cease to be eligible  under Section 609
            hereof and shall fail to resign after  written  request  therefor by
            the Company or by any such Holder, 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,  (i) the Company by a Board  Resolution  may remove the
Trustee with respect to all  Securities,  or (ii) subject to Section 514 hereof,
any Holder who has been a bona fide Holder of a Security 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  with respect to all
Securities  and the  appointment  of a  successor  Trustee or  Trustees.  If the
instrument of acceptance by a successor  Trustee  required by Section 611 hereof
shall not have been  delivered to the Trustee within 30 days after the giving 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 the Securities of such series.

            (e) If the Trustee shall resign,  be removed or become  incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect  to the  Securities  of one or  more  series,  the  Company,  by a Board
Resolution,  shall promptly appoint a successor Trustee or Trustees with respect
to the  Securities  of that or those series (it being  understood  that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee  with
respect to the  Securities of any  particular  series) and shall comply with the
applicable  requirements  of Section 611 hereof.  If, within one year after such
resignation,  removal or  incapability,  or the  occurrence of such  vacancy,  a
successor  Trustee  with  respect  to the  Securities  of any  series  shall  be
appointed  by Act of the  Holders  of a  majority  in  principal  amount  of the
Outstanding  Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such  appointment in accordance  with the applicable  requirements of Section
611 hereof,  become the successor Trustee with respect to the Securities of such
series and to that extent  supersede  the  successor  Trustee  appointed  by the
Company.  If no successor  Trustee with respect to the  Securities of any series
shall  have  been so  appointed  by the  Company  or the  Holders  and  accepted
appointment  in the manner  required by Section  611 hereof,  any Holder who has
been a bona fide  Holder of a  Security  of such  series for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the  appointment  of a successor  Trustee  with
respect to the Securities of such series.

            (f) The  Company  shall  give  notice of each  resignation  and each
removal of the Trustee  with  respect to the  Securities  of any series and each
appointment of a successor  Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses  appear in
the  Security  Register.  Each notice  shall  include the name of the  successor
Trustee  with  respect to the  Securities  of such series and the address of its
Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

            (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.

            (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)
if the retiring  Trustee is not retiring with respect to all  Securities,  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 and 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 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  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 all  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 611, as the case may be.

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

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

            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 the corporate trust business
of the Trustee,  shall be the successor of the Trustee hereunder,  provided such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. 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 613. Preferential Collection of Claims Against Company.

            (a) Subject to  Subsection  (b) of this  Section 613, if the Trustee
shall  be or  shall  become a  creditor,  directly  or  indirectly,  secured  or
unsecured,  of the Company within three months prior to a default, as defined in
Subsection  (c) of this  Section  613, or  subsequent  to such a default,  then,
unless and until such default  shall be cured,  the Trustee  shall set apart and
hold in a special  account  for the  benefit of the  Trustee  individually,  the
Holders of the  Securities  and the holders of other  indenture  securities,  as
defined in Subsection (c) of this Section 613:

            (1) an amount equal to any and all  reductions in the amount due and
      owing upon any claim as such creditor in respect of principal or interest,
      effected  after the  beginning  of such  three-month  period  and valid as
      against  the Company and its other  creditors,  except any such  reduction
      resulting  from the receipt or  disposition  of any property  described in
      paragraph  (2) of this  Subsection,  or from the  exercise of any right of
      set-off which the Trustee could have exercised if a petition in bankruptcy
      had been filed by or against  the Company  upon the date of such  default;
      and

            (2) all property received by the Trustee in respect of any claims as
      such  creditor,  either  as  security  therefor,  or  in  satisfaction  or
      composition thereof, or otherwise, after the beginning of such three-month
      period,  or an  amount  equal to the  proceeds  of any such  property,  if
      disposed of, subject,  however,  to the rights, if any, of the Company and
      its other creditors in such property or such proceeds.

            Nothing  herein  contained,  however,  shall affect the right of the
Trustee:

            (A) to retain for its own  account (i)  payments  made on account of
      any such  claim by any  Person  (other  than the  Company)  who is  liable
      thereon,  and (ii) the proceeds of the bona fide sale of any such claim by
      the  Trustee  to a third  Person,  and (iii)  distributions  made in cash,
      securities  or other  property  in respect  of claims  filed  against  the
      Company in bankruptcy or receivership or in proceedings for reorganization
      pursuant to the Federal Bankruptcy Act or applicable State law;

            (B) to realize, for its own account, upon any property held by it as
      security  for any such claim,  if such  property  was so held prior to the
      beginning of such three-month period;

            (C) to realize,  for its own account,  but only to the extent of the
      claim hereinafter mentioned,  upon any property held by it as security for
      any such claim,  if such claim was  created  after the  beginning  of such
      three-month  period and such  property was  received as security  therefor
      simultaneously with the creation thereof, and if the Trustee shall sustain
      the burden of proving  that at the time such  property was so received the
      Trustee had no reasonable  cause to believe that a default,  as defined in
      Subsection (c) of this Section 613, would occur within three months; or

            (D) to receive  payment on any claim referred to in paragraph (B) or
      (C),  against the release of any property  held as security for such claim
      as provided in paragraph  (B) or (C), as the case may be, to the extent of
      the fair value of such property.

            For  the  purposes  of  paragraphs   (B),  (C)  and  (D),   property
substituted after the beginning of such three-month  period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released, and, to
the extent that any claim  referred to in any of such  paragraphs  is created in
renewal of or in  substitution  for or for the purpose of repaying or  refunding
any  pre-existing  claim of the Trustee as such creditor,  such claim shall have
the same status as such pre-existing claim.

            If the Trustee shall be required to account,  the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee,  the Holders and the holders of other indenture  securities in such
manner  that the  Trustee,  the  Holders  and the  holders  of  other  indenture
securities  realize,  as a result of  payments  from such  special  account  and
payments of  dividends  on claims  filed  against the Company in  bankruptcy  or
receivership  or in  proceedings  for  reorganization  pursuant  to the  Federal
Bankruptcy Act or applicable  State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Company of the funds and  property in such special
account and before  crediting  to the  respective  claims of the Trustee and the
Holders and the holders of other indenture  securities dividends on claims filed
against  the  Company  in  bankruptcy  or  receivership  or in  proceedings  for
reorganization  pursuant to the Federal  Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the Indebtedness  represented
by their  respective  claims from all sources other than from such dividends and
from the funds and  property so held in such  special  account.  As used in this
paragraph,  with respect to any claim,  the term  "dividends"  shall include any
distribution  with  respect to such claim,  in  bankruptcy  or  receivership  or
proceedings  for  reorganization  pursuant  to  the  Federal  Bankruptcy  Act or
applicable State law, whether such  distribution is made in cash,  securities or
other property,  but shall not include any such distribution with respect to the
secured  portion,  if any,  of such claim.  The court in which such  bankruptcy,
receivership   or  proceedings   for   reorganization   is  pending  shall  have
jurisdiction (i) to apportion among the Trustee,  the Holders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property  held in such special  account and proceeds  thereof,  or
(ii)  in lieu  of  such  apportionment,  in  whole  or in  part,  to give to the
provisions of this paragraph due  consideration  in determining  the fairness of
the  distributions  to be made to the Trustee and the Holders and the holders of
other indenture  securities with respect to their  respective  claims,  in which
event it shall not be  necessary  to  liquidate  or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific  allocation of such  distributions  as between
the secured and  unsecured  portions of such  claims,  or otherwise to apply the
provisions of this paragraph as a mathematical formula.

            Any Trustee  which has resigned or been removed  after the beginning
of such three-month period shall be subject to the provisions of this Subsection
as though  such  resignation  or removal  had not  occurred.  If any Trustee has
resigned or been removed prior to the beginning of such three-month  period,  it
shall  be  subject  to the  provisions  of this  Subsection  if and  only if the
following conditions exist:

            (i) the receipt of property or reduction of claim,  which would have
      given rise to the obligation to account,  if such Trustee had continued as
      Trustee, occurred after the beginning of such three-month period; and

            (ii) such receipt of property or reduction of claim occurred  within
      three months after such resignation or removal.

            (b) There shall be excluded from the operation of Subsection  (a) of
this Section 613 a creditor relationship arising from:

                  (1) the ownership or  acquisition  of securities  issued under
            any  indenture,  or any security or securities  having a maturity of
            one year or more at the time of acquisition by the Trustee;

                  (2) advances  authorized by a receivership or bankruptcy court
            of competent  jurisdiction or by this Indenture,  for the purpose of
            preserving  any  property  which shall at any time be subject to the
            lien of this  Indenture or of  discharging  tax liens or other prior
            liens or encumbrances thereon, if notice of such advances and of the
            circumstances surrounding the making thereof is given to the Holders
            at the time and in the manner provided in this Indenture;

                  (3)  disbursements  made in the ordinary course of business in
            the  capacity  of  trustee  under  an  indenture,   transfer  agent,
            registrar,  custodian,  paying agent, fiscal agent or depository, or
            other similar capacity;

                  (4) an Indebtedness  created as a result of services  rendered
            or premises rented; or an Indebtedness  created as a result of goods
            or securities sold in a cash  transaction,  as defined in Subsection
            (c) of this Section 613;

                  (5)  the  ownership  of  stock  or of  other  securities  of a
            corporation  organized  under the provisions of Section 25(a) of the
            Federal  Reserve Act, as amended,  which is directly or indirectly a
            creditor of the Company; and

                  (6) the acquisition,  ownership,  acceptance or negotiation of
            any drafts, bills of exchange, acceptances or obligations which fall
            within the classification of  self-liquidating  paper, as defined in
            Subsection (c) of this Section 613.

            (c) For the purposes of this Section 613 only:

                  (1) the term  "default"  means any failure to make  payment in
            full of the  principal  of or interest on any of the  Securities  or
            upon the other  indenture  securities  when and as such principal or
            interest becomes due and payable;

                  (2) the term "other  indenture  securities"  means  securities
            upon  which the  Company  is an  obligor  (as  defined  in the Trust
            Indenture Act) outstanding under any other indenture (i) under which
            the  Trustee  is  also  trustee,   (ii)  which  contains  provisions
            substantially  similar to the  provisions  of this  Section 613, and
            (iii) under which a default exists at the time of the  apportionment
            of the funds and property held in such special account;

                  (3) the term "cash transaction" means any transaction in which
            full payment for goods or securities  sold is made within seven days
            after  delivery of the goods or  securities in currency or in checks
            or other orders drawn upon banks or bankers and payable upon demand;

                  (4) the term "self-liquidating paper" means any draft, bill of
            exchange,  acceptance or obligation which is made, drawn, negotiated
            or  incurred  by the  Company  for  the  purpose  of  financing  the
            purchase,  processing,  manufacturing,  shipment, storage or sale of
            goods,  wares or  merchandise  and  which is  secured  by  documents
            evidencing title to, possession of, or a lien upon, the goods, wares
            or merchandise or the receivables or proceeds  arising from the sale
            of the  goods,  wares or  merchandise  previously  constituting  the
            security,   provided   the  security  is  received  by  the  Trustee
            simultaneously  with the creation of the creditor  relationship with
            the  Company  arising  from  the  making,  drawing,  negotiating  or
            incurring of the draft, bill of exchange, acceptance or obligation;

                  (5) the term "Company" means any obligor upon the
            Securities; and

                  (6) the term  "Federal  Bankruptcy  Act" means the  Bankruptcy
            Code or Title 11 of the United States Code.

SECTION 614. Authenticating Agents.

            From time to time the Company,  in its sole discretion,  may appoint
one or  more  Authenticating  Agents  with  respect  to one or  more  series  of
Securities  with  power  to act on  the  Trustee's  behalf  and  subject  to its
direction in the  authentication and delivery of Securities of such series or in
connection  with transfers and exchanges  under Sections 304, 305, 306, and 1107
hereof as fully to all intents and purposes as though the  Authenticating  Agent
had  been   expressly   authorized  by  those  Sections  of  this  Indenture  to
authenticate  and deliver  Securities  of such series.  For all purposes of this
Indenture,  the  authentication  and delivery of Securities by an Authenticating
Agent  pursuant  to this  Section 614 shall be deemed to be  authentication  and
delivery of such  Securities "by the Trustee".  Each such  Authenticating  Agent
must at all times be a corporation  organized and doing  business under the laws
of the United States, any State thereof or the District of Columbia,  authorized
under such laws to exercise  corporate trust powers,  having a combined  capital
and surplus of at least $50,000,000 and subject to supervision or examination by
Federal, State or District of Columbia authority.  If such corporation publishes
reports of condition at least annually  pursuant to law or the  requirements  of
such authority,  then for the purposes of this Section 614 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.  If at
any time an  Authenticating  Agent shall cease to be eligible in accordance with
the  provisions  of this Section  614,  such  Authenticating  Agent shall resign
immediately in the manner and with the effect specified in this Section 614.

            Any corporation into which any Authenticating Agent may be merged or
with which it may be consolidated,  or any corporation resulting from any merger
or consolidation or to which any  Authenticating  Agent shall be a party, or any
corporation  succeeding to the corporate  trust  business of any  Authenticating
Agent,  shall be the successor of the  Authenticating  Agent hereunder,  if such
successor  corporation is otherwise eligible under this Section 614, without the
execution  or filing of any paper or any  further act on the part of the parties
hereto or the Authenticating Agent or such successor corporation.

            An  Authenticating  Agent may  resign at any time by giving  written
notice of resignation to the Trustee and to the Company.  The Company may at any
time terminate the agency of any  Authenticating  Agent by giving written notice
of termination to such Authenticating  Agent and to the Trustee.  Upon receiving
such a notice of resignation or upon such a termination,  or in case at any time
any Authenticating  Agent shall cease to be eligible under this Section 614, the
Company may appoint a  successor  Authenticating  Agent and shall mail notice of
such  appointment  to all Holders of  Securities  of the series with  respect to
which such  Authenticating  Agent will serve, as the names and addresses of such
Holders appear on the Security  Register.  Any successor  Authenticating  Agent,
upon acceptance of its appointment  hereunder,  shall become vested with all the
rights, powers and duties of its predecessor  hereunder,  with like effect as if
originally named as an Authenticating  Agent. No successor  Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 614.

            The Trustee agrees to pay to each Authenticating  Agent from time to
time  reasonable  compensation  for its services under this Section 614, and the
Trustee shall be entitled to be reimbursed for such payments pursuant to Section
607 hereof.

            If an  appointment  with respect to one or more series of Securities
is made  pursuant to this Section 614,  the  Securities  of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

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



Dated: _______________        __________________________________
                              As Trustee


                              ----------------------------------
                             As Authenticating Agent


                              ----------------------------------
                              Authorized Signatory


                                  ARTICLE SEVEN

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

            The Company  will  furnish or cause to be  furnished  to the Trustee
with respect to the Securities of each series

            (a) semi-annually,  not later than 15 days after each Regular Record
      Date,  or, in the case of any series of  Securities  on which  semi-annual
      interest  is not  payable,  not more than 15 days after  such  semi-annual
      dates as may be  specified  by the  Trustee,  a list,  in such form as the
      Trustee may reasonably  require, of the names and addresses of the Holders
      as of such Regular  Record Date or  semi-annual  date, as the case may be,
      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, that if and so long as the Trustee is Security Registrar for
any series of  Securities,  no such list shall be required to be furnished  with
respect to any such series.

SECTION 702. Preservation of Information; Communications to Holders.

            (a)  The  Trustee  shall  preserve,  in  as  current  a  form  as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list  furnished  to the Trustee as provided in Section 701 hereof and the
names and  addresses  of Holders  received  by the  Trustee in its  capacity  as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 701 hereof upon receipt of a new list so furnished.

            (b) If three or more Holders  (herein  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 with respect to their
rights under this Indenture or under the 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

            (i) afford such applicants access to the information preserved
      at the time by the Trustee in accordance with Section 702(a) hereof, or

            (ii) inform such applicants as to the approximate  number of Holders
      whose names and addresses appear in the information  preserved at the time
      by the Trustee in accordance  with Section  702(a)  hereof,  and as to the
      approximate  cost of  mailing to such  Holders  the form of proxy or other
      communication, if any, specified in such application.

            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 whose name and address appear in the information
preserved at the time by the Trustee in accordance  with Section 702(a) hereof 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
interest of the Holders 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 Holders 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.

            (c) Every Holder of  Securities,  by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any  agent of  either  of them  shall be held  accountable  by reason of the
disclosure of any such  information as to the names and addresses of the Holders
in accordance  with Section 702(b)  hereof,  regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing  any  material  pursuant  to a request  made under  Section
702(b) hereof.

SECTION 703. Reports by Trustee.

            (a) Within 60 days after the first May 15 which occurs not less than
60 days  following  the first date of issuance of Securities of any series under
this  Indenture  and within 60 days after May 15 in every year  thereafter,  the
Trustee  shall  transmit by mail to all  Holders,  as their names and  addresses
appear in the  Security  Register,  a brief  report dated as of such May 15 with
respect  to any of the  following  events  which may have  occurred  within  the
previous  12 months  (but if no such event has  occurred  within  such period no
report need be transmitted):

            (1) any change to its eligibility under Section 609 hereof and
      its qualifications under Section 608 hereof;

            (2) the creation of or any material change to a relationship
      specified in Section 608 hereof;

            (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,  except that the Trustee shall not be required
      (but may elect) to report  such  advances if such  advances  so  remaining
      unpaid  aggregate not 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  an  Indebtedness   based  upon  a  creditor
      relationship  arising in any manner described in Sections 613(b)(2),  (3),
      (4) or (6) hereof;

            (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 of this Indenture,  if any (and the  consideration  therefor,  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
      hereunder  which it has not  previously  reported and which in its opinion
      materially affects the Securities,  except action in respect of a default,
      notice of which has been or is to be withheld by the Trustee in accordance
      with Section 602 hereof.

            (b) The  Trustee  shall  transmit by mail to all  Holders,  as their
names and addresses appear in the Security Register, a brief report with respect
to (1) the release, or release and substitution, of property subject to the lien
of this Indenture (and the consideration therefor, if any) unless the fair value
of such  property,  is less  than  10% of the  principal  amount  of  Securities
outstanding at the time of such release,  or release and  substitution,  and (2)
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 Subsection (a) of this
Section 703 (or if no such report has yet been so transmitted, since the date of
execution of this  instrument) for the  reimbursement  of which it claims or may
claim a lien or charge,  prior to that of the  Securities,  on property or funds
held or  collected  by it as Trustee  and which it has not  previously  reported
pursuant to this Subsection,  except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal  amount of the Securities  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 Holders,  be filed by the Trustee with each national  securities
exchange upon which any Securities are listed,  with the Commission and with the
Company.  The Company will promptly  notify the Trustee when any  Securities are
listed on any national securities exchange or of any delisting thereof.

SECTION 704. Reports by Company.

            The Company shall:

            (1) file with the  Trustee,  within 15 days  after  the  Company  is
      required  to file  the same  with the  Commission,  copies  of the  annual
      reports and of the information,  documents and other reports (or copies of
      such portions of any of the foregoing as the  Commission  may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Exchange  Act;  or, if the Company is not  required  to file  information,
      documents or reports  pursuant to either of said  Sections,  then it shall
      file with the Trustee and the  Commission,  in  accordance  with 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;

            (2) file with the Trustee and the  Commission,  in  accordance  with
      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 of this Indenture as may
      be required from time to time by such rules and regulations; and

            (3)  transmit by mail to all Holders,  as their names and  addresses
      appear in 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 paragraphs (1) and (2) of
      this  Section 704 as may be required by rules and  regulations  prescribed
      from time to time by the Commission.

            Delivery of such reports,  information  and documents to the Trustee
is for  informational  purposes only and the Trustee's receipt of such shall not
constitute   constructive  notice  of  any  information   contained  therein  or
determinable  from  information  contained  therein,   including  the  Company's
compliance  with any of its  covenants  hereunder  (as to which the  Trustee  is
entitled to rely exclusively on Officers' Certificates).


                                  ARTICLE EIGHT

             CONSOLIDATION, MERGER, CONVEYANCE, SALE OR TRANSFER

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

             The  Company  shall not  consolidate  with or merge  into any other
corporation  or convey,  sell or otherwise  transfer its  properties  and assets
substantially  as an entirety to any Person,  unless the  corporation  formed by
such  consolidation  or into which the  Company  is merged or the  Person  which
acquires  by  conveyance,  sale or  transfer  the  properties  and assets of the
Company  substantially  as an entirety is a  corporation  organized and existing
under  the laws of the  United  States of  America,  any  State  thereof  or the
District of Columbia,  and shall expressly  assume by an indenture  supplemental
hereto,  executed  and  delivered to the Trustee,  in form  satisfactory  to the
Trustee,  the due and punctual payment of the principal of (and premium, if any)
and  interest,  if any,  on all the  Securities  and the  performance  of  every
covenant  of this  Indenture  on the  part of the  Company  to be  performed  or
observed.

SECTION 802. Successor Corporation to be Substituted.

            Upon any  consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, sale or transfer of the properties
and assets of the  Company  substantially  as an  entirety  in  accordance  with
Section 801 hereof,  the successor  corporation  formed by such consolidation or
into which the Company is merged or to which such  conveyance,  sale or transfer
is made shall succeed to, and be  substituted  for, and may exercise every right
and power of, the Company under this  Indenture  with the same effect as if such
successor  corporation had been named as the Company herein,  and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Securities.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders.

            Without the consent of any Holders,  the Company and the Trustee, at
any  time  and  from  time to  time,  may  enter  into  one or  more  indentures
supplemental  hereto,  in  form  satisfactory  to the  Trustee,  for  any of the
following purposes:

            (1) to evidence the succession of another corporation to the
      Company and the assumption by any such successor of the covenants of
      the Company herein and in the Securities;

            (2) to add to the  covenants  of the Company,  or to  surrender  any
      right or power herein  conferred upon the Company,  for the benefit of the
      Holders of all or any series of Securities (and if such covenants,  or the
      surrender of such rights or powers, are to be for the benefit of less than
      all series of Securities,  stating that such covenants are expressly being
      included  solely for the benefit of such series) or to surrender any right
      or power herein conferred upon the Company;

            (3) to add any additional Events of Default;

            (4) to add to or change any of the  provisions of this  Indenture to
      such extent as shall be necessary to permit or facilitate  the issuance of
      Securities in bearer form, registrable or not registrable as to principal,
      and with or without  interest  coupons,  or to facilitate  the issuance of
      Securities in uncertificated form, or to permit or facilitate the issuance
      of extendible or remarketed Securities;

            (5) to change or eliminate any of the provisions of this  Indenture,
      provided that any such change or elimination  shall become  effective only
      as to the Securities of any series created by such supplemental  indenture
      and Securities of any series subsequently  created to which such change or
      elimination is made  applicable by the subsequent  supplemental  indenture
      creating such series;

            (6) to secure the Securities;

            (7) to establish the form or terms of Securities of any series
      as permitted by Sections 201 and 301 hereof;

            (8) to  evidence  and  provide  for the  acceptance  of  appointment
      hereunder by a 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 Section 611(b) hereof;

            (9) to provide for any rights of the Holders of Securities of
      any series to require the repurchase of Securities of such series by
      the Company;

            (10) to cure any ambiguity or defect,  to correct or supplement  any
      provision  herein  which  may be  inconsistent  with any  other  provision
      herein,  or to make any  other  provisions  with  respect  to  matters  or
      questions arising under this Indenture or the Securities or make any other
      changes herein or therein, provided such action shall not adversely affect
      the  interests of the Holders of  Securities of any series in any material
      respect;

            (11) to add to this  Indenture  such  provisions as may be expressly
      permitted by the Trust Indenture Act, excluding,  however,  the provisions
      referred to in Section  316(a)(2) of the Trust  Indenture Act as in effect
      at the date as of which this instrument was executed or any  corresponding
      provision in any similar Federal statute hereafter enacted; or

            (12) to modify,  alter,  amend or supplement  this  Indenture in any
      other respect which is not materially  adverse to Holders,  which does not
      involve a change  described  in clauses  (1),  (2) or (3) of  Section  902
      hereof.

SECTION 902. Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all series affected by such supplemental
indenture (voting as one class), by Act of said Holders delivered to the Company
and  the  Trustee,  the  Company,  when  authorized  by or  pursuant  to a Board
Resolution,   and  the  Trustee  may  enter  into  an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of
modifying in any manner the rights of the Holders of  Securities  of such series
under this Indenture;  provided,  however,  that no such supplemental  indenture
shall,  without the consent of the Holder of each Outstanding  Security affected
thereby,

            (1)  change  the  Stated  Maturity  of  the  principal  of,  or  any
      installment  of  principal of or interest,  if any, on, any  Security,  or
      reduce the principal amount thereof or the rate of interest thereon or any
      premium payable upon the redemption  thereof,  or reduce the amount of the
      principal of an Original  Issue  Discount  Security  that would be due and
      payable  upon  a  declaration  of  acceleration  of the  Maturity  thereof
      pursuant to Section 502 hereof,  or change any Place of Payment where,  or
      the coin or currency in which, any Security or any premium or the interest
      thereon  is  payable,  or  impair  the  right  to  institute  suit for the
      enforcement  of any such payment on or after the Stated  Maturity  thereof
      (or, in the case of  redemption  or repayment at the option of the Holder,
      on or after the Redemption Date or Repayment Date, respectively),

            (2) reduce the  percentage  in principal  amount of the  Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental  indenture,  or the consent of whose Holders is required
      for any waiver of compliance with certain  provisions of this Indenture or
      certain defaults hereunder and their  consequences,  or the declaration of
      certain defaults hereunder, provided for in this Indenture, or

            (3) modify any of the  provisions of this Section 902 or Section 513
      hereof,  except to increase any such percentage or to provide that certain
      other  provisions of this  Indenture  cannot be modified or waived without
      the consent of the Holder of each Outstanding  Security  affected thereby,
      provided,  however,  that this  clause  shall not be deemed to require the
      consent of any Holder with  respect to changes in the  references  to "the
      Trustee" and  concomitant  changes in this Section 902, or the deletion of
      this proviso,  in accordance with the  requirements of Sections 611(b) and
      901(8) hereof.

A  supplemental  indenture  which  changes or  eliminates  any covenant or other
provision of this  Indenture  which has expressly  been included  solely for the
benefit of one or more  particular  series of Securities,  or which modifies the
rights of the 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 under this Section 902 that the particular
form of any proposed supplemental indenture be approved by an Act, provided that
the substance of such proposed supplemental indenture shall have been approved.

SECTION 903. Execution of Supplemental Indentures.

            In executing,  or accepting the  additional  trusts  created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and (subject to Section 601 hereof) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted by this  Indenture.  The Trustee may, but 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.

SECTION 904. Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith,  and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities  theretofore or thereafter  authenticated and delivered  hereunder
shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

            Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906. Reference in Securities to Supplemental Indentures.

            Securities  of any  series  authenticated  and  delivered  after the
execution of any supplemental  indenture pursuant to this Article may, and shall
if required by the Trustee,  bear a notation in form  approved by the Trustee as
to any matter  provided for in such  supplemental  indenture.  If the Company so
determines,  new  Securities  of any series so modified  as to  conform,  in the
opinion of the Trustee and the Company,  to any such supplemental  indenture may
be prepared and executed by the Company and  authenticated  and delivered by the
Trustee in exchange for Outstanding Securities of such series.


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

            The Company  covenants  and agrees for the benefit of each series of
Securities  that it will duly and  punctually pay the principal of (and premium,
if any) and  interest,  if any, on the  Securities  of that series in accordance
with the terms of the Securities of such series and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

            The Company will maintain in each Place of Payment for any series of
Securities an office or agency where  Securities of that series may be presented
or surrendered for payment,  where  Securities of that series may be surrendered
for  registration  of transfer or exchange  and where  notices and demands to or
upon the Company in respect of the  Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location,  and any change in the location,  of such office or agency.  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,
surrenders,  notices and demands  may be made or served at the  Corporate  Trust
Office  of the  Trustee,  and,  in such  event,  the  Trustee  shall  act as the
Company's  agent to receive  all such  presentations,  surrenders,  notices  and
demands.

            The Company may also from time to time  designate  one or more other
offices or agencies  where the Securities of one or more series may be presented
or  surrendered  for any or all such  purposes 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 obligation to maintain an office
or agency  in each  Place of  Payment  for  Securities  of any  series  for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation  or  rescission  and of any change in the location of any such other
office or agency.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

            If the Company at any time acts as its own Paying Agent with respect
to any  series  of  Securities,  it  will,  on or  before  each  due date of the
principal of (and premium, if any) or interest, if any, on any of the Securities
of that  series,  segregate  and hold in trust for the  benefit  of the  Persons
entitled thereto a sum sufficient to pay the principal (and premium,  if any) or
interest,  if any, so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

            Whenever the Company has one or more Paying Agents for any series of
Securities,  it will,  no later than 11:00 a.m.,  New York time,  on or prior to
each due date of the principal of (and premium, if any) or interest,  if any, on
any Securities of that series,  deposit with a Paying Agent a sum in immediately
available  funds  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
failure so to act.

            The  Company  will  cause  each  Paying  Agent  for  any  series  of
Securities  other  than the  Trustee to execute  and  deliver to the  Trustee an
instrument  in which such Paying Agent shall agree with the Trustee,  subject to
the provisions of this Section 1003, that such Paying Agent will:

            (1) hold all sums held by it for the  payment  of the  principal  of
      (and premium, if any) or interest, if any, on Securities of that series in
      trust for the  benefit of the  Persons  entitled  thereto  until such sums
      shall be paid to such Persons or otherwise disposed of as herein provided;

            (2) give the  Trustee  notice of any  default by the Company (or any
      other  obligor  upon the  Securities  of that series) in the making of any
      payment of principal  (and  premium,  if any) or interest,  if any, on the
      Securities of that series; and

            (3) at any time during the continuance of any such default, upon the
      written  request of the Trustee,  forthwith pay to the Trustee all sums so
      held in trust by such Paying Agent.

            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
by Company Order 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  trusts 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.

            The Company initially  authorizes the Trustee to act as Paying Agent
for the  Securities on its behalf.  The Company may at any time and from time to
time  authorize  one or more Persons to act as Paying Agent in addition to or in
place of the Trustee with respect to any series of Securities  issued under this
Indenture.

            Any money  deposited  with the Trustee or any Paying Agent,  or then
held by the Company,  in trust for the payment of the principal of (and premium,
if any) or  interest,  if any,  on any  Security  of any  series  and  remaining
unclaimed for two years after such principal  (and premium,  if any) or interest
has become due and payable shall be paid to the Company on Company  Request,  or
(if then held by the  Company)  shall be  discharged  from such  trust;  and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment  thereof,  and all  liability  of the Trustee or
such Paying  Agent with respect to such trust  money,  and all  liability of the
Company as trustee thereof, shall thereupon cease;  provided,  however, that the
Trustee or such Paying Agent,  before being required to make any such repayment,
shall at the written  request and expense of the Company  cause to be  published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general  circulation  in the Borough of Manhattan,  The
City of New York,  notice that such money remains  unclaimed  and that,  after a
date  specified  therein,  which shall not be less than 30 days from the date of
such  publication,  any unclaimed  balance of such money then  remaining will be
repaid to the Company.

SECTION 1004. Corporate Existence.

            Subject to Article  Eight,  the Company  will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence  and will use its best  efforts  to do or cause to be done all  things
necessary to preserve and keep in full force and effect its rights  (charter and
statutory)  and  franchises;  provided,  however,  that the Company shall not be
required to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company.

SECTION 1005. Maintenance of Properties.

            The Company will cause all tangible properties used or useful in the
conduct of its business or the business of any  Subsidiary to be maintained  and
kept in good condition, repair and working order and supplied with all necessary
equipment  and  will  cause  to  be  made  all  necessary   repairs,   renewals,
replacements,  betterments and improvements  thereof,  all as in the judgment of
the Company  may be  necessary  so that the  business  carried on in  connection
therewith may be properly and advantageously  conducted at all times;  provided,
however,  that  nothing in this  Section  1005 shall  prevent the  Company  from
discontinuing  the operation or  maintenance  of any of such  properties if such
discontinuance  is, in the judgment of the Company,  desirable in the conduct of
its business or the business of any Subsidiary.

SECTION 1006. Maintenance of Insurance.

            The Company will maintain,  and will cause each of its  Subsidiaries
to maintain,  with insurers the Company  reasonably  believes to be  financially
sound and reputable,  insurance  deemed  adequate by the Company with respect to
its properties and business and the properties and business of its  Subsidiaries
against loss or damage of the kinds customarily  insured against by corporations
in the same or similar business.  Such insurance may be subject to co-insurance,
deductibility or similar clauses which, in effect,  result in  self-insurance of
certain  losses,  provided  that  such  self-insurance  is in  accord  with  the
practices of corporations in the same or similar business and adequate insurance
reserves are maintained in connection with such self-insurance.

SECTION 1007. Limitation on Liens.

            (a) Nothing in this Indenture or in the Securities  shall in any way
restrict  or  prevent  the  Company  or  any   Subsidiary   from  incurring  any
Indebtedness;  provided  that if this covenant  shall be made  applicable to the
Securities of a particular series, the Company covenants and agrees that it will
not,  nor will it permit any  Subsidiary  to,  issue,  assume or  guarantee  any
Indebtedness secured by a Lien upon any property or assets of the Company or any
Subsidiary,  respectively,  without  effectively  providing that the Outstanding
Securities to which this section shall have been made applicable (together with,
if the Company so determines, any other Indebtedness then existing or thereafter
created  ranking  equally  with the  Securities)  shall be secured  equally  and
ratably with (or prior to) such Indebtedness so long as such Indebtedness  shall
be so  secured  (provided,  that for the  purpose  of  providing  such equal and
ratable security,  the principal amount of Outstanding  Securities of any series
of Original  Issue  Discount  Securities  shall be such portion of the principal
amount as may be specified in the terms of that series).

            The  limitation  in the  preceding  paragraph  shall  not  apply  to
Indebtedness secured by:

            (i) Liens in existence on the date of original issue of the
      Securities of any series to which this restriction is made applicable;

            (ii) Liens created  solely for the purpose of securing  Indebtedness
      incurred  to  finance,  refinance  or refund  the  purchase  price or cost
      (including the cost of  construction) of property or assets acquired after
      the date hereof (by  purchase,  construction  or  otherwise),  or Liens in
      favor of  guarantors  of  obligations  or  Indebtedness  representing,  or
      incurred to finance,  refinance or refund,  such  purchase  price or cost,
      provided that no such Lien shall extend to or cover any property or assets
      other than the property or assets so acquired and improvements thereon and
      the  proceeds   thereof  (other  than,  in  the  case  of  Liens  securing
      Indebtedness  incurred to finance  construction or improvement  costs, any
      theretofore unimproved real property on which the property so constructed,
      or the improvement, is located);

            (iii) Liens which secure only Indebtedness  owing by a Subsidiary to
      the Company, to one or more Subsidiaries or to the Company and one or more
      Subsidiaries;

            (iv) Liens on any  property or assets  acquired  from a  corporation
      which is merged with or into the Company or any  Subsidiary,  or any Liens
      on the property or assets of any  corporation or other entity  existing at
      the time such  corporation  or other entity  becomes a Subsidiary  and, in
      either such case, is not created as a result of or in  connection  with or
      in anticipation of any such  transaction  (unless such Lien was created to
      secure or provide  for the  payment of any part of the  purchase  price of
      such corporation);

            (v) any Lien on any property,  shares of capital stock, Indebtedness
      or assets  existing  at the time of  acquisition  thereof and which is not
      created as a result of or in connection  with or in  anticipation  of such
      acquisition  (unless  such Lien was  created to secure or provide  for the
      payment  of any part of the  purchase  price of such  property,  shares of
      capital stock, Indebtedness or assets);

            (vi)  Liens on any  property  or  assets  acquired,  constructed  or
      improved by the Company or any Subsidiary after the date of this Indenture
      which are  created or  assumed  contemporaneously  with such  acquisition,
      construction  or  improvement,  or within  180 days  after the  completion
      thereof,  to secure or provide  for the  payment of all or any part of the
      cost of such acquisition,  construction or improvement  (including related
      expenditures  capitalized  for Federal  income tax purposes in  connection
      therewith) incurred after the date of this Indenture; or

            (vii)  any  extension,   renewal  or   replacement   (or  successive
      extensions,  renewals or  replacements),  in whole or in part, of any Lien
      referred  to  in  the  foregoing  clauses  (i)  through  (vi)  or  of  any
      Indebtedness  secured  thereby,  provided  that the  principal  amount  of
      Indebtedness so secured  thereby shall not exceed the principal  amount of
      Indebtedness  so  secured  at the  time  of  such  extension,  renewal  or
      replacement, and that such extension, renewal or replacement Lien shall be
      limited to all or part of  substantially  the same property  which secured
      the Lien extended,  renewed or replaced (plus improvements on or additions
      to such property).

            (b)  Notwithstanding  Section  1007(a),  the Company and one or more
Subsidiaries may issue, assume or guarantee  Indebtedness secured by Liens which
would  otherwise  be  subject  to the  foregoing  restrictions  in an  aggregate
principal amount which, together with the aggregate outstanding principal amount
of all other  Indebtedness  of the  Company  and its  Subsidiaries  which  would
otherwise be subject to the foregoing  restrictions (not including  Indebtedness
permitted to be secured  under  clauses (i) through (vi)) hereof does not at the
time of issuance,  assumption,  or guarantee  thereof exceed 20% of Net Tangible
Assets.

            (c) The following types of transactions,  among others, shall not be
deemed to create Indebtedness secured by Liens:

            (i)  Liens in favor of the  United  States of  America  or any State
      thereof,  or  any  department,  agency  or  instrumentality  or  political
      subdivision  of the  United  States of  America  or any State  thereof  or
      political entity affiliated therewith,  or other obligations,  pursuant to
      any  contract or statute or to secure any  Indebtedness  incurred  for the
      purpose  of  financing   all  or  any  part  of  the  cost  of  acquiring,
      constructing  or improving the property  subject to such Liens  (including
      Liens incurred in connection with pollution control, industrial revenue or
      similar financings);

            (ii)  Liens   imposed  by  law,  such  as   mechanics',   workmen's,
      repairmen's,  materialmen's,  carriers', warehousemen's, vendors' or other
      similar  liens arising in the ordinary  course of business,  or pledges or
      deposits to obtain the release of any of the foregoing,  or Liens required
      by any  contract or statute in order to permit the Company or a Subsidiary
      to perform any contract or  subcontract  made by it with or at the request
      of a governmental entity (federal,  state or municipal) or any department,
      agency or instrumentality thereof, or to secure partial, progress, advance
      or any other  payments to the Company or any  Subsidiary by a governmental
      entity  (federal,  state  or  municipal)  or  any  department,  agency  or
      instrumentality  thereof  pursuant to the  provisions  of any  contract or
      statute;

            (iii)  pledges or  deposits  under  workmen's  compensation  laws or
      similar  legislation  and  Liens of  judgments  thereunder  which  are not
      currently  dischargeable,  or good faith deposits in connection with bids,
      tenders,  contracts  (other  than for the  payment  of money) or leases to
      which the  Company or any  Subsidiary  is a party,  or  deposits to secure
      public or  statutory  obligations  of the  Company or any  Subsidiary,  or
      deposits in connection with obtaining or maintaining  self-insurance or to
      obtain the benefits of any law,  regulation or  arrangement  pertaining to
      unemployment  insurance,  old age  pensions,  social  security  or similar
      matters,  or  deposits  of cash or  obligations  of the  United  States of
      America to secure surety,  appeal or customs bonds to which the Company or
      any Subsidiary is a party, or deposits in litigation or other  proceedings
      such as, but not limited to, interpleader proceedings;

            (iv) Liens  created by or  resulting  from any  litigation  or other
      proceeding   which  is  being  contested  in  good  faith  by  appropriate
      proceedings,  including  Liens arising out of judgments or awards  against
      the Company or any  Subsidiary  with  respect to which the Company or such
      Subsidiary  is in good  faith  prosecuting  an appeal or  proceedings  for
      review; or Liens incurred by the Company or any Subsidiary for the purpose
      of obtaining a stay or discharge in the course of any  litigation or other
      proceeding to which the Company or such Subsidiary is a party;

            (v) Liens for taxes or assessments or governmental charges or levies
      not yet  due or  delinquent,  or  which  can  thereafter  be paid  without
      penalty,  or which  are  being  contested  in good  faith  by  appropriate
      proceedings;

            (vi)  Liens   consisting   of   easements,   rights-of-way,   zoning
      restrictions,  restrictions  on the use of real property,  and defects and
      irregularities  in the title thereto,  landlords'  liens and other similar
      liens and encumbrances none of which interfere  materially with the use of
      the  property  or assets  covered  thereby in the  ordinary  course of the
      business  of the  Company  or such  Subsidiary  and  which do not,  in the
      reasonable  opinion of the Company,  materially  detract from the value of
      such properties; and

            (vii) Liens on any property  created,  assumed or otherwise  brought
      into existence in  contemplation  of the sale or other  disposition of the
      property subject to such Liens, whether directly or indirectly,  by way of
      share  disposition or otherwise;  provided that 180 days from the creation
      of such Liens the  Company  must have  disposed of such  property  and any
      Indebtedness  secured  by such  Liens  shall be  without  recourse  to the
      Company or any Subsidiary, and

            (viii) Liens created in connection with financings under Chapter 39,
      Subchapter 6 of the Texas Public Utility Regulatory Act.

SECTION 1008. Statement by Officers as to Default.

            The Company  will deliver to the Trustee on or before May 15 in each
year, a certificate  of the Company's  principal  executive  officer,  principal
financial officer or principal  accounting officer stating that in the course of
the  performance  by each  signer of his duties as an officer of the  Company he
would normally have  knowledge of any default by the Company in the  performance
and  observance  of any of the  covenants  contained  in  Sections  1001 to 1007
hereof,  stating whether or not he has knowledge of any such default and, if so,
specifying  each such default of which such signer has  knowledge and the nature
thereof.

SECTION 1009. Defeasance of Certain Obligations.

            The Company may omit to comply with any term, provision or condition
set forth in Section 801 or in  Sections  1004 to 1007,  inclusive,  hereof with
respect to the Securities of any series,  provided that the following conditions
shall have been satisfied:

            (1) the Company has deposited or caused to be irrevocably  deposited
      (except as provided in Section  402(c)  hereof and the last  paragraph  of
      Section  1003 hereof)  with the Trustee  (specifying  that each deposit is
      pursuant  to this  Section  1009) as trust  funds in  trust,  specifically
      pledged as  security  for,  and  dedicated  solely to, the  benefit of the
      Holders of the  Securities  of such  series,  (i) money in the currency or
      units of currency in which such  Securities  are payable in an amount,  or
      (ii) (except as provided in a supplemental  indenture with respect to such
      series) if  Securities of such series are not subject to repurchase at the
      option of  Holders,  (A) U.S.  Government  Obligations  which  through the
      payment of interest and principal in respect  thereof in  accordance  with
      their terms will provide not later than one day before the due date of any
      payment referred to in clause (x) or (y) of this subparagraph (1) money in
      an amount, or (B) a combination  thereof, in each case sufficient,  in the
      report of a nationally  recognized  firm of independent  certified  public
      accountants  expressed in a written certification thereof delivered to the
      Trustee,  to pay and discharge,  and which the Trustee shall be instructed
      to apply to pay and discharge,  (x) the principal of (and premium, if any)
      and each installment of principal (and premium,  if any) and interest,  if
      any, on the  Outstanding  Securities of such series on the Stated Maturity
      of such  principal  or  installment  of  principal  or  interest or to and
      including  the  Redemption  Date  irrevocably  designated  by the  Company
      pursuant to  subparagraph  (4) of this Section 1009 and (y) any  mandatory
      sinking fund payments  applicable to the  Securities of such series on the
      day on which payments are due and payable in accordance  with the terms of
      the Indenture and of the Securities of such series;

            (2) no Event of Default or event  which with notice or lapse of time
      would  become an Event of Default  (including  by reason of such  deposit)
      with respect to the  Securities  of such series shall have occurred and be
      continuing on the date of such deposit;

            (3) the Company  shall have  delivered  to the Trustee an Opinion of
      Counsel to the effect (i) that  Holders of the  Securities  of such series
      will not recognize  income,  gain,  loss or expense for Federal income tax
      purposes as a result of such deposit and defeasance of certain obligations
      and will take into account all items of income, gain, loss or expense with
      respect to the  Securities  at the same time and in the same  manner as if
      such deposit and defeasance had not taken place;  (ii) that such provision
      would not cause any  outstanding  Securities of such series then listed on
      any national securities  exchange to be delisted as a result thereof;  and
      (iii) that the defeasance trust is not, or is registered as, an investment
      company under the Investment Company Act of 1940;

            (4) if the Company has deposited or caused to be deposited  money or
      U.S.  Government  Obligations  to pay or discharge  the  principal of (and
      premium, if any) and interest, if any, on the Outstanding  Securities of a
      series to and including a Redemption  Date on which all of the Outstanding
      Securities of such series are to be redeemed,  such  Redemption Date shall
      be irrevocably  designated by a Board Resolution  delivered to the Trustee
      on or prior  to the  date of  deposit  of such  money  or U.S.  Government
      Obligations,  and  such  Board  Resolution  shall  be  accompanied  by  an
      irrevocable   Company  Request  that  the  Trustee  give  notice  of  such
      redemption  in the name and at the expense of the Company not less than 30
      nor more than 60 days prior to such  Redemption  Date in  accordance  with
      Section 1104 hereof; and

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

SECTION 1010. Waiver of Certain Covenants.

            The Company may omit in any  particular  instance to comply with any
term,  provision  or condition  set forth in Section 801 or in Sections  1004 to
1007, inclusive,  hereof, with respect to the Securities of any series if before
the time for such  compliance  the Holders of at least a majority  in  aggregate
principal  amount of the Outstanding  Securities of such series shall, by Act of
such Holders,  either waive such  compliance in such instance or generally waive
compliance  with such term,  provision  or  condition,  but no such waiver shall
extend to or affect such term,  provision or  condition  except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the  Company  and the  duties of the  Trustee  in  respect  of any such term,
provision or condition shall remain in full force and effect.

SECTION 1011. Further Assurances.

            The Company shall, at its own cost and expense,  execute and deliver
to the Trustee all such other  documents,  instruments and agreements and do all
such other acts and things as may be reasonably required,  in the opinion of the
Trustee,  to enable the  Trustee to exercise  and enforce its rights  under this
Indenture and under the documents,  instruments  and  agreements  required under
this Indenture and to carry out the intent of this Indenture.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

            Securities  of any series which are  redeemable  before their Stated
Maturity  shall be  redeemable  in  accordance  with their  terms and (except as
otherwise  specified as contemplated by Section 301 hereof for Securities of any
series) in accordance with this Article Eleven.

SECTION 1102. Election to Redeem; Notice to Trustee.

            The  election  of the  Company  to redeem  any  Securities  shall be
authorized by a Board Resolution and evidenced by an Officers'  Certificate.  In
case of any  redemption  at the  election  of the  Company  of less than all the
Securities  of any  series,  the  Company  shall,  at least 60 days prior to the
Redemption  Date  fixed  by the  Company  (unless  a  shorter  notice  shall  be
satisfactory to the Trustee),  notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. In the case of
any redemption of Securities  prior to the expiration of any restriction on such
redemption  provided  in the  terms  of such  Securities  or  elsewhere  in this
Indenture,  or pursuant  to an  election  by the  Company  which is subject to a
condition  specified  in the  terms  of such  Securities  or  elsewhere  in this
Indenture,  the Company shall furnish the Trustee with an Officers'  Certificate
evidencing compliance with such restriction or condition.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

            If any  Securities of any series are to be redeemed,  the particular
Securities  to be redeemed  shall be selected not more than 60 days prior to the
Redemption Date by the Trustee,  from the Outstanding  Securities of such series
not previously  called for redemption,  by such method as the Trustee shall deem
fair and  appropriate  and which may provide for the selection for redemption of
portions (equal to the minimum  authorized  denomination  for Securities of that
series or any integral  multiple  thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

            Securities  shall be excluded  from  eligibility  for  selection for
redemption if they are identified by registration  and  certificate  number in a
written  statement signed by an authorized  officer of the Company and delivered
to the Security Registrar at least 60 days prior to the Redemption Date as being
owned of record and  beneficially  by, and not pledged or hypothecated by either
(a) the  Company  or (b) an  entity  specifically  identified  in  such  written
statement which is an Affiliate of the Company.

            The  Trustee  shall  promptly  notify the  Company in writing of the
Securities  selected for redemption and, in the case of any Securities  selected
for partial redemption, the principal amount thereof to be redeemed.

            For all  purposes of this  Indenture,  unless the context  otherwise
requires,  all provisions relating to the redemption of Securities shall relate,
in the case of any  Securities  redeemed or to be redeemed  only in part, to the
portion of the principal  amount of such  Securities  which has been or is to be
redeemed.

SECTION 1104. Notice of Redemption.

            Notice of redemption  shall be given by  first-class  mail,  postage
prepaid,  mailed not less than 30 nor more than 60 days prior to the  Redemption
Date, to each Holder of Securities to be redeemed,  at his address  appearing in
the Security Register.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

            (3) if less than all the Outstanding Securities of any series are to
      be redeemed,  the identification  (and, in the case of partial redemption,
      the principal amounts) of the particular Securities to be redeemed,

            (4) that on the Redemption Date the Redemption Price will become due
      and payable  upon each such  Security to be redeemed  and, if  applicable,
      that interest thereon will cease to accrue on and after said date,

            (5) the place or places where such Securities are to be
      surrendered for payment of the Redemption Price,

            (6) that the redemption is for a sinking fund, if such is the
      case, and

            (7) CUSIP numbers, if any.

            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's  request,  by the
Trustee in the name and at the expense of the Company.

SECTION 1105. Deposit of Redemption Price.

            On or prior to 11:00 A.M.,  New York time, on any  Redemption  Date,
the Company  shall  deposit  with the Trustee or with a Paying Agent (or, if the
Company  is  acting  as its own  Paying  Agent,  segregate  and hold in trust as
provided  in  Section  1003  hereof)  an amount of money  sufficient  to pay the
Redemption  Price of, and  (except if the  Redemption  Date shall be an Interest
Payment Date) accrued  interest on, all the Securities  which are to be redeemed
on that date (to the extent that such amounts are not already on deposit at such
time in accordance with the provisions of Sections 401, 403 or 1009 hereof).

SECTION 1106. Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid,  the Securities
so to be redeemed shall, on the Redemption  Date,  become due and payable at the
Redemption  Price  therein  specified,  and from and after such date (unless the
Company  shall  default in the payment of the  Redemption  Price and accrued and
unpaid interest) such Securities shall cease to bear interest. Upon surrender of
any such Security for redemption in accordance  with said notice,  such Security
shall be paid by the Company at the Redemption Price,  together with accrued and
unpaid interest to the Redemption Date; provided,  however, that installments of
interest whose Stated  Maturity is on or prior to the  Redemption  Date shall be
payable  to  the  Holders  of  such  Securities,  or  one  or  more  Predecessor
Securities,  registered as such at the close of business on the relevant  Record
Dates according to their terms and the provisions of Section 307 hereof.

            If any  Security  called  for  redemption  shall not be so paid upon
surrender  thereof for  redemption,  the principal (and premium,  if any) shall,
until  paid,  bear  interest  from the  Redemption  Date at the rate  prescribed
therefor in the Security.

SECTION 1107. Securities Redeemed in Part.

            Any Security (including any Global Security) which is to be redeemed
only in part shall be surrendered at a Place of Payment  therefor  (with, if the
Company or the Trustee so requires,  due endorsement by, or a written instrument
of transfer in form  satisfactory  to the Company and the Trustee duly  executed
by, the Holder  thereof or his attorney  duly  authorized  in writing),  and the
Company shall  execute,  and the Trustee shall  authenticate  and deliver to the
Holder of such Security  without service charge, a new Security or Securities of
the same series, of any authorized  denomination as requested by such Holder, in
aggregate  principal amount equal to and in exchange for the unredeemed  portion
of the  principal of the  Security so  surrendered;  provided,  that if a Global
Security is so  surrendered,  the new Global Security shall be in a denomination
equal to the  unredeemed  portion of the  principal  of the Global  Security  so
surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. Applicability of Article.

            The  provisions  of this Article  shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise  specified
as contemplated by Section 301 hereof 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 1202 hereof.  Each sinking fund payment  shall be applied to
the  redemption  of  Securities  of any series as  provided  for by the terms of
Securities of such series.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

            In lieu of  making  all or any part of any  mandatory  sinking  fund
payment with respect to any series of Securities in cash, the Company may at its
option  (a)  deliver  to the  Trustee  Securities  of  such  series  theretofore
purchased  or  otherwise  acquired  (except  upon  redemption  pursuant  to  the
mandatory  sinking fund) by the Company or receive credit for Securities of such
series (not previously so credited)  theretofore purchased or otherwise acquired
(except  as  aforesaid)  by  the  Company  and  delivered  to  the  Trustee  for
cancellation  pursuant to Section 309 hereof,  (b) receive  credit for  optional
sinking fund payments (not previously so credited) made pursuant to this Section
1202, or (c) receive  credit for  Securities  of such series (not  previously so
credited)  redeemed by the Company  through any  optional  redemption  provision
contained in the terms of such series. Securities so delivered or credited shall
be received or credited  by the  Trustee at the sinking  fund  Redemption  Price
specified in such Securities.

SECTION 1203. Redemption of Securities for Sinking Fund.

            Not less than 60 days prior to each  sinking  fund  payment date for
any series of  Securities,  the Company will deliver to the Trustee an Officers'
Certificate  specifying (a) the amount of the next ensuing  sinking fund payment
for that  series  pursuant to the terms of that  series,  (b) whether or not the
Company intends to exercise its right, if any, to make an optional  sinking fund
payment  with  respect to such series on the next  ensuing  sinking fund payment
date and, if so, the amount of such optional  sinking fund payment,  and (c) the
portion  thereof,  if any,  which is to be  satisfied by payment of cash and the
portion  thereof,  if any,  which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 hereof, and will also deliver
to the Trustee any Securities to be so delivered.  Such written  statement shall
be  irrevocable  and upon its receipt by the Trustee  the Company  shall  become
unconditionally  obligated  to make all the cash  payments or  payments  therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Company,  on or before any such 60th day, to deliver such written
statement  and  Securities  specified  in  this  paragraph,  if any,  shall  not
constitute  a  default  but  shall  constitute,  on and  as of  such  date,  the
irrevocable  election of the Company (i) that the mandatory sinking fund payment
for such series due on the next  succeeding  sinking  fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in  respect  therefor  and (ii) that the  Company  will make no  optional
sinking  fund  payment  with  respect to such series as provided in this Section
1203.

             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 1103 hereof 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 1104 hereof.  Such notice having been
duly given,  the redemption of such Securities  shall be made upon the terms and
in the manner stated in Sections 1105, 1106 and 1107 hereof.

            The Trustee shall not redeem or cause to be redeemed any Security of
a series with sinking fund moneys or mail any notice of redemption of Securities
of such series by  operation  of the sinking  fund during the  continuance  of a
default in payment of interest  with respect to  Securities of that series or an
Event of Default  with  respect to the  Securities  of that series  except that,
where the mailing of notice of redemption of any  Securities  shall  theretofore
have  been  made,  the  Trustee  shall  redeem  or  cause  to be  redeemed  such
Securities,  provided  that it  shall  have  received  from  the  Company  a sum
sufficient for such redemption.  Except as aforesaid,  any moneys in the sinking
fund for such  series at the time  when any such  default  or Event of  Default,
shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the  continuance  of such  default or Event of  Default,  be deemed to have been
collected under Article Five and held for the payment of all such Securities. In
case such Event of Default  shall have been  waived as  provided  in Section 513
hereof  or the  default  or Event of  Default  cured on or  before  the 60th day
preceding the sinking fund payment date, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
1203 to the redemption of such Securities.

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 1301. Counterparts.

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


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


                                   CENTRAL POWER AND LIGHT COMPANY


                                   By______________________________
                                      Name:
                                     Title:
Attest:


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


                                   By______________________________
                                      Name:
                                     Title:
Attest:


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

<PAGE>

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


            On the ____ day of  __________,  1999,  before  me  personally  came
_______________________,  to me known,  who, being by me duly sworn,  did depose
and say that she is a ______________ of Central Power and Light Company,  one of
the corporations described in and which executed the foregoing instrument;  that
he knows the seal of said corporation;  that the seal affixed to said instrument
is such  corporate  seal;  that it was so affixed by  authority  of the Board of
Directors  of said  corporation,  and that he signed  his name  thereto  by like
authority.


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


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


            On the ____ day of  ___________,  1999,  before me  personally  came
____________,  to me known, who, being by me duly sworn, did depose and say that
he is a ______________ of The Bank of New York, a New York banking  corporation,
one  of  the  corporations   described  in  and  which  executed  the  foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said  instrument is such corporate  seal; that it was so affixed by authority of
the Board of Directors of said corporation,  and that he signed his name thereto
by like authority.


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