<PAGE>                                                   Item 4(b)





                 COLUMBUS SOUTHERN POWER COMPANY


                               AND


                     BANKERS TRUST COMPANY,


                           AS TRUSTEE


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


                            INDENTURE


                  Dated as of September 1, 1997


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





                      CROSS-REFERENCE TABLE


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

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




                        TABLE OF CONTENTS

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

                            RECITALS:

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

ARTICLE ONE - DEFINITIONS

     Section 1.01

          Certain terms defined, other terms defined in the
          Trust Indenture Act of 1939, as amended, or by
          reference therein in the Securities Act of 1933, as
          amended, to have the meanings assigned therein

          Affiliate. . . . . . . . . . . . . . . . . . . . . . .2
          Authenticating Agent . . . . . . . . . . . . . . . . .2
          Authorized Officer . . . . . . . . . . . . . . . . . .2
          Board of Directors . . . . . . . . . . . . . . . . . .3
          Board Resolution . . . . . . . . . . . . . . . . . . .3
          Business Day . . . . . . . . . . . . . . . . . . . . .3
          Certificate. . . . . . . . . . . . . . . . . . . . . .3
          Commission . . . . . . . . . . . . . . . . . . . . . .3
          Company. . . . . . . . . . . . . . . . . . . . . . . .3
          Company Order. . . . . . . . . . . . . . . . . . . . .3
          Corporate Trust Office . . . . . . . . . . . . . . . .4
          Default. . . . . . . . . . . . . . . . . . . . . . . .4
          Depository . . . . . . . . . . . . . . . . . . . . . .4
          Discount Security. . . . . . . . . . . . . . . . . . .4
          Dollar . . . . . . . . . . . . . . . . . . . . . . . .4
          Eligible Obligations . . . . . . . . . . . . . . . . .4
          Event of Default . . . . . . . . . . . . . . . . . . .4
          Global Security. . . . . . . . . . . . . . . . . . . .5
          Governmental Obligations . . . . . . . . . . . . . . .5
          Governmental Authority . . . . . . . . . . . . . . . .5
          Indenture. . . . . . . . . . . . . . . . . . . . . . .5
          Instructions . . . . . . . . . . . . . . . . . . . . .6
          Interest . . . . . . . . . . . . . . . . . . . . . . .6
          Interest Payment Date. . . . . . . . . . . . . . . . .6
          Officers' Certificate. . . . . . . . . . . . . . . . .6
          Opinion of Counsel . . . . . . . . . . . . . . . . . .6
          Outstanding. . . . . . . . . . . . . . . . . . . . . .6
          Periodic Offering. . . . . . . . . . . . . . . . . . .7
          Person . . . . . . . . . . . . . . . . . . . . . . . .7
          Place of Payment . . . . . . . . . . . . . . . . . . .7
          Predecessor Security . . . . . . . . . . . . . . . . .7
          Responsible Officer. . . . . . . . . . . . . . . . . .7
          Security . . . . . . . . . . . . . . . . . . . . . . .8
          Securityholder . . . . . . . . . . . . . . . . . . . .8
          Series . . . . . . . . . . . . . . . . . . . . . . . .8
          Tranche. . . . . . . . . . . . . . . . . . . . . . . .8
          Trustee. . . . . . . . . . . . . . . . . . . . . . . .8
          Trust Indenture Act. . . . . . . . . . . . . . . . . .8
          United States. . . . . . . . . . . . . . . . . . . . .9

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

     Section 2.01
          Designation, terms, amount, authentication
          and delivery of Securities . . . . . . . . . . . . . .9

     Section 2.02
          Form of Security and Trustee's certificate . . . . . 10

     Section 2.03
          Date and denominations of Securities,
          and provisions for payment of principal,
          premium and interest . . . . . . . . . . . . . . . . 11

     Section 2.04
          Execution of Securities. . . . . . . . . . . . . . . 13

     Section 2.05
          Exchange of Securities . . . . . . . . . . . . . . . 15
          (a)  Registration and transfer
               of Securities . . . . . . . . . . . . . . . . . 15
          (b)  Security Register; Securities to be accompanied
               by proper instruments of transfer . . . . . . . 15
          (c)  Charges upon exchange, transfer or
               registration of Securities. . . . . . . . . . . 15
          (d)  Restrictions on transfer or
               exchange at time of redemption. . . . . . . . . 16

     Section 2.06
          Temporary Securities . . . . . . . . . . . . . . . . 16

     Section 2.07
          Mutilated, destroyed, lost or
          stolen Securities. . . . . . . . . . . . . . . . . . 16

     Section 2.08
          Cancellation of surrendered Securities . . . . . . . 17

     Section 2.09
          Provisions of Indenture and Securities
          for sole benefit of parties and
          Securityholders. . . . . . . . . . . . . . . . . . . 18

     Section 2.10
          Appointment of Authenticating Agent. . . . . . . . . 18

     Section 2.11
          Global Security. . . . . . . . . . . . . . . . . . . 19
          (a)  Authentication and Delivery;
               Legend. . . . . . . . . . . . . . . . . . . . . 19
          (b)  Transfer of Global Security . . . . . . . . . . 19
          (c)  Issuance of Securities in
               Definitive Form . . . . . . . . . . . . . . . . 19

     Section 2.12
          Payment in Proper Currency . . . . . . . . . . . . . 20

     Section 2.13
          Identification of Securities . . . . . . . . . . . . 20

ARTICLE THREE - REDEMPTION OF SECURITIES AND
SINKING FUND PROVISIONS

     Section 3.01
          Redemption of Securities . . . . . . . . . . . . . . 20

     Section 3.02
          (a)  Notice of redemption. . . . . . . . . . . . . . 21
          (b)  Selection of Securities in case
               less than all Securities to be
               redeemed. . . . . . . . . . . . . . . . . . . . 22

     Section 3.03
          (a)  When Securities called for
               redemption become due and payable . . . . . . . 22
          (b)  Receipt of new Security upon
               partial payment . . . . . . . . . . . . . . . . 23

     Section 3.04
          Sinking Fund for Securities. . . . . . . . . . . . . 23

     Section 3.05
          Satisfaction of Sinking Fund
          Payments with Securities . . . . . . . . . . . . . . 23

     Section 3.06
          Redemption of Securities for
          Sinking Fund . . . . . . . . . . . . . . . . . . . . 23

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

     Section 4.01
          Payment of principal (and premium
          if any) and interest on Securities . . . . . . . . . 24

     Section 4.02
          Maintenance of office or agency for
          payment of Securities, designation of
          office or agency for payment,
          registration, transfer and exchange
          of Securities. . . . . . . . . . . . . . . . . . . . 24

     Section 4.03
          (a)  Duties of paying agent. . . . . . . . . . . . . 25
          (b)  Company as paying agent . . . . . . . . . . . . 25
          (c)  Holding sums in trust . . . . . . . . . . . . . 26

     Section 4.04
          Appointment to fill vacancy in
          office of Trustee. . . . . . . . . . . . . . . . . . 26

     Section 4.05
          Restriction on consolidation,
          merger or sale . . . . . . . . . . . . . . . . . . . 26

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

     Section 5.01
          Company to furnish Trustee information
          as to names and addresses of
          Securityholders. . . . . . . . . . . . . . . . . . . 26

     Section 5.02
          (a)  Trustee to preserve information
               as to names and addresses of
               Securityholders received by it
               in capacity of paying agent . . . . . . . . . . 26
          (b)  Trustee may destroy list of
               Securityholders on certain
               conditions. . . . . . . . . . . . . . . . . . . 27
          (c)  Trustee to make information as to
               names and addresses of Securityholders
               available to "applicants" to mail
               communications to Securityholders in
               certain circumstances . . . . . . . . . . . . . 27
          (d)  Procedure if Trustee elects not to
               make information available to
               applicants. . . . . . . . . . . . . . . . . . . 27
          (e)  Company and Trustee not accountable
               for disclosure of information . . . . . . . . . 28

     Section 5.03
          (a)  Annual and other reports to be filed
               by Company with Trustee . . . . . . . . . . . . 28
          (b)  Additional information and reports
               to be filed with Trustee and
               Securities and Exchange Commission. . . . . . . 28
          (c)  Summaries of information and reports
               to be transmitted by Company to
               Securityholders . . . . . . . . . . . . . . . . 29
          (d)  Annual Certificate to be furnished
               to Trustee. . . . . . . . . . . . . . . . . . . 29
          (e)  Effect of Delivery to Trustee . . . . . . . . . 29

     Section 5.04
          (a)  Trustee to transmit annual report
               to Securityholders. . . . . . . . . . . . . . . 29
          (b)  Trustee to transmit certain further
               reports to Securityholders. . . . . . . . . . . 30
          (c)  Copies of reports to be filed with
               stock exchanges and Securities and
               Exchange Commission . . . . . . . . . . . . . . 31

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

     Section 6.01
          (a)  Events of default defined . . . . . . . . . . . 31
          (b)  Acceleration of maturity
               upon Event of Default . . . . . . . . . . . . . 32
          (c)  Waiver of default and rescission
               of declaration of maturity. . . . . . . . . . . 32
          (d)  Restoration of former position
               and rights upon curing default. . . . . . . . . 33

     Section 6.02
          (a)  Covenant of Company to pay to
               Trustee whole amount due on
               Securities on default in payment
               of interest or principal (and
               premium, if any). . . . . . . . . . . . . . . . 33
          (b)  Trustee may recover judgment for
               whole amount due on Securities on
               failure of Company to pay . . . . . . . . . . . 33
          (c)  Billing of proof of claim by Trustee
               in bankruptcy, reorganization or
               receivership proceeding . . . . . . . . . . . . 34
          (d)  Rights of action and of asserting
               claims may be enforced by Trustee
               without possession of Securities. . . . . . . . 34

     Section 6.03
          Application of monies collected by Trustee . . . . . 35

     Section 6.04
          Limitation on suits by holders of Securities . . . . 35

     Section 6.05
          (a)  Remedies Cumulative . . . . . . . . . . . . . . 36
          (b)  Delay or omission in exercise
               of rights not waiver of default . . . . . . . . 36

     Section 6.06
          Rights of holders of majority in
          principal amount of Securities to
          direct trustee and to waive defaults . . . . . . . . 36

     Section 6.07
          Trustees to give notice of defaults
          known to it, but may withhold in
          certain circumstances. . . . . . . . . . . . . . . . 37

     Section 6.08
          Requirements of an undertaking to pay
          costs in certain suits under Indenture
          or against Trustee . . . . . . . . . . . . . . . . . 38

ARTICLE SEVEN - CONCERNING THE TRUSTEE

     Section 7.01
          (a)  Upon Event of Default occurring and
               continuing, Trustee shall exercise powers
               vested in it, and use same degree of
               care and skill in their exercise, as
               prudent individual will use . . . . . . . . . . 38
          (b)  Trustee not relieved from liability 
               for negligence or willful misconduct
               except as provided in this section. . . . . . . 39
               (1)  Prior to Event of Default and
                    after the curing of all Events of
                    Default which may have occurred
                    (i)  Trustee not liable except for
                         performance of duties specifically
                         set forth
                    (ii) In absence of bad faith, Trustee
                         may conclusively rely on
                         certificates or opinions furnished
                         it hereunder,subject to duty to
                         examine the same if specifically
                         required to be furnished to it

               (2)  Trustee not liable for error of judgment made
                    in good faith by Responsible Officer unless
                    Trustee negligent


               (3)  Trustee not liable for action or non-action
                    in accordance with direction of holders
                    of majority in principal amount of
                    Securities

               (4)  Trustee need not expend own funds without
                    adequate indemnity

     Section 7.02
          Subject to provisions of Section 7.01:
          (a)  Trustee may rely on documents believed
               genuine and properly signed or presented. . . . 40
          (b)  Sufficient evidence by certain
               instruments provided for. . . . . . . . . . . . 40
          (c)  Trustee may consult with counsel and act
               on advice or Opinion of Counsel . . . . . . . . 40
          (d)  Trustee may require indemnity from
               Securityholders . . . . . . . . . . . . . . . . 40
          (e)  Trustee not liable for actions in good
               faith believed to be authorized . . . . . . . . 41
          (f)  Trustee not bound to investigate facts or
               matters stated in certificates, etc. unless
               requested in writing by Securityholders . . . . 41
          (g)  Trustee may perform duties directly or
               through agents or attorneys . . . . . . . . . . 41
          (h)  Permissive rights of Trustee. . . . . . . . . . 41

     Section 7.03
          (a)  Trustee not liable for recitals in
               Indenture or in Securities. . . . . . . . . . . 41
          (b)  No representations by Trustee as to
               validity or Indenture or of Securities. . . . . 41
          (c)  Trustee not accountable for use of
               Securities or proceeds. . . . . . . . . . . . . 41

     Section 7.04
          Trustee, paying agent or Security
          Registrar may own Security . . . . . . . . . . . . . 42

     Section 7.05
          Monies received by Trustee to be held
          in Trust without interest. . . . . . . . . . . . . . 42

     Section 7.06
          (a)  Trustee entitled to compensation,
               reimbursement and indemnity . . . . . . . . . . 42
          (b)  Obligations to Trustee to be
               secured by lien prior to
               Securities. . . . . . . . . . . . . . . . . . . 42
          (c)  Nature of Expenses. . . . . . . . . . . . . . . 43
          (d)  Survival of Obligations . . . . . . . . . . . . 43

     Section 7.07
          Right of Trustee to rely on certificate
          of officers of Company where no other
          evidence specifically prescribed . . . . . . . . . . 43

     Section 7.08
          Trustee acquiring conflicting interest
          to eliminate conflict or resign. . . . . . . . . . . 43

     Section 7.09
          Requirements for eligibility of
          trustee. . . . . . . . . . . . . . . . . . . . . . . 43

     Section 7.10
          (a)  Resignation of Trustee and
               appointment of successor. . . . . . . . . . . . 44
          (b)  Removal of Trustee by Company
               or by court on Securityholders'
               application . . . . . . . . . . . . . . . . . . 45
          (c)  Removal of Trustee by holders
               of majority in principal amount
               of Securities . . . . . . . . . . . . . . . . . 45
          (d)  Time when resignation or removal
               of Trustee effective. . . . . . . . . . . . . . 45
          (e)  One Trustee for each series . . . . . . . . . . 45

     Section 7.11
          (a)  Acceptance by successor Trustee . . . . . . . . 45
          (b)  Trustee with respect to less than
               all series. . . . . . . . . . . . . . . . . . . 45
          (c)  Company to confirm Trustee's rights . . . . . . 46
          (d)  Successor Trustee to be qualified . . . . . . . 46
          (e)  Notice of succession. . . . . . . . . . . . . . 46

     Section 7.12
          Successor to Trustee by merger, consolidation
          of succession to business. . . . . . . . . . . . . . 47

     Section 7.13
          Limitations on rights of Trustee as a
          creditor to obtain payment of certain
          claims . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE EIGHT - CONCERNING THE SECURITYHOLDERS

     Section 8.01
          Evidence of action by Securityholders. . . . . . . . 47

     Section 8.02
          Proof of execution of instruments and of
          holding of Securities. . . . . . . . . . . . . . . . 48

     Section 8.03
          Who may be deemed owners of Securities . . . . . . . 48

     Section 8.04
          Securities owned by Company or controlled
          or controlling companies disregarded for
          certain purposes . . . . . . . . . . . . . . . . . . 48

     Section 8.05
          Instruments executed by Securityholders
          bind future holders. . . . . . . . . . . . . . . . . 49

ARTICLE NINE - SUPPLEMENTAL INDENTURES

     Section 9.01
          Purposes for which supplemental indenture
          may be entered into without consent of
          Securityholders. . . . . . . . . . . . . . . . . . . 49

     Section 9.02
          Modification of Indenture with consent
          of Securityholders . . . . . . . . . . . . . . . . . 52

     Section 9.03
          Effect of supplemental indentures. . . . . . . . . . 53

     Section 9.04
          Securities may bear notation of changes
          by supplemental indentures . . . . . . . . . . . . . 54

     Section 9.05
          Opinion of Counsel . . . . . . . . . . . . . . . . . 54

ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

     Section 10.01
          Consolidations or mergers of Company
          and sales or conveyances of property
          of Company permitted . . . . . . . . . . . . . . . . 54

     Section 10.02
          (a)  Rights and duties of successor company. . . . . 55
          (b)  Appropriate changes may be made in
               phraseology and form of Securities. . . . . . . 55
          (c)  Company may consolidate or merge into
               itself or acquire properties of other
               corporations. . . . . . . . . . . . . . . . . . 55

     Section 10.03
          Opinion of Counsel . . . . . . . . . . . . . . . . . 56

ARTICLE ELEVEN - DEFEASANCE AND CONDITIONS TO DEFEASANCE;
UNCLAIMED MONIES

     Section 11.01
          Defeasance and conditions to defeasance. . . . . . . 56

     Section 11.02
          Application by Trustee of funds deposited
          for payment of Securities. . . . . . . . . . . . . . 57

     Section 11.03
          Repayment of monies held by paying agent . . . . . . 57

     Section 11.04
          Repayment of monies held by Trustee. . . . . . . . . 58

     Section 11.05
          Delivery of Officer's Certificate
          and Opinion of Counsel . . . . . . . . . . . . . . . 58

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

     Section 12.01
          Incorporators, Stockholders, officers and
          directors of Company exempt from individual
          liability. . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

     Section 13.01
          Successors and assigns of Company
          bound by Indenture . . . . . . . . . . . . . . . . . 59

     Section 13.02
          Acts of board, committee or officer
          of successor company valid . . . . . . . . . . . . . 59

     Section 13.03
          Surrender of powers by Company . . . . . . . . . . . 59

     Section 13.04
          Required notices or demands may by
          served by mail . . . . . . . . . . . . . . . . . . . 59

     Section 13.05
          Indenture and Securities to be construed
          in accordance with laws of the State
          of New York. . . . . . . . . . . . . . . . . . . . . 59

     Section 13.06
          (a)  Officers' Certificate and Opinion of
               Counsel to be furnished upon applications
               or demands by company . . . . . . . . . . . . . 60
          (b)  Statements to be included in each
               certificate or opinion with respect
               to compliance with condition or covenant. . . . 60

     Section 13.07
          Payments due on non-Business Days. . . . . . . . . . 60

     Section 13.08
          Provisions required by Trust Indenture
          Act of 1939 to control . . . . . . . . . . . . . . . 60

     Section 13.09
          Indenture may be executed in counterparts. . . . . . 60

     Section 13.10
          Separability of Indenture provisions . . . . . . . . 60

     Section 13.11
          Assignment by Company to subsidiary. . . . . . . . . 61

     Section 13.12
          Headings . . . . . . . . . . . . . . . . . . . . . . 61

     Section 13.13
          Securities in Foreign Currencies . . . . . . . . . . 61


ACCEPTANCE OF TRUST BY TRUSTEE . . . . . . . . . . . . . . . . 62

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . 62

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . 62

ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . . . 63



     THIS INDENTURE, dated as of the 1st day of September, 1997,
between COLUMBUS SOUTHERN POWER COMPANY, a corporation duly
organized and existing under the laws of the State of Ohio
(hereinafter sometimes referred to as the "Company"), and BANKERS
TRUST COMPANY, a corporation of the State of New York, as trustee
(hereinafter sometimes referred to as the "Trustee"):

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

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

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                           ARTICLE ONE
                           DEFINITIONS

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

Affiliate:

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

Authenticating Agent:

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

Authorized Officer:

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

Board of Directors or Board:

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

Board Resolution:

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

Business Day:

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

Certificate:

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

Commission:

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

Company:

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

Company Order:

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

Corporate Trust Office:

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

Default:

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

Depository:

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

Discount Security:

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

Dollar:

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

Eligible Obligations:

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

Event of Default:

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

Global Security:

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

Governmental Authority:

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

Governmental Obligations:

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

Indenture:

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

Instructions:

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

Interest:

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

Interest Payment Date:

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

Officers' Certificate:

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

Opinion of Counsel:

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

Outstanding:

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

Periodic Offering:

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

Person:

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

Place of Payment:

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

Predecessor Security:

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

Responsible Officer:

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

Security or Securities:

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

Securityholder:

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

Series:

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

Tranche:

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

Trustee:

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

Trust Indenture Act:

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

United States:

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


                           ARTICLE TWO

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

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

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

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

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

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

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

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

     Dated:

     BANKERS TRUST COMPANY

     By:___________________________
        Authorized Signatory"

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

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

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

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

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

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

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

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

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

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

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

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

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

     SECTION 2.05.  (a)  Securities of any series may be exchanged
upon presentation thereof at the office or agency of the Company
designated for such purpose, for other Securities of such series of
authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this
Section.  In respect of any Securities so surrendered for exchange,
the Company shall execute, the Trustee shall authenticate and such
office or agency shall deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the
exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.

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

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

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

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

     (d)  The Company shall neither be required (i) to issue,
exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of less than all the outstanding
Securities of the same series and ending at the close of business
on the day of such mailing, nor (ii) to register the transfer of or
exchange any Securities of any series or portions thereof called
for redemption or as to which the holder thereof has exercised its
right, if any, to require the Company to repurchase such Security
in whole or in part, except that portion of such Security not
required to be repurchased.  The provisions of this Section 2.05
are, with respect to any Global Security, subject to Section 2.11
hereof.

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

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

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

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

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

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

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

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

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

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

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

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


                          ARTICLE THREE
      REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

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

     SECTION 3.02.  (a)  In case the Company shall desire to
exercise such right to redeem all or, as the case may be, a portion
of the Securities of any series in accordance with the right
reserved so to do, it shall give notice of such redemption to
holders of the Securities of such series to be redeemed by mailing,
first class postage prepaid, a notice of such redemption not less
than 30 days and not more than 60 days before the date fixed for
redemption of that series to such holders at their last addresses
as they shall appear upon the Security Register.  Any notice which
is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered
holder receives the notice.  In any case, failure duly to give such
notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall
not affect the validity of the proceedings for the redemption of
any other Securities of such series or any other series.  In the
case of any redemption of Securities prior to the expiration of any
restriction on such redemption or subject to compliance with
certain conditions provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with any such
restriction or condition.

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

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

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

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

     SECTION 3.03.  (a)  If the giving of notice of redemption
shall have been completed as above provided, the Securities or
portions of Securities of the series to be redeemed specified in
such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price,
together with, subject to the Company Order or supplemental
indenture hereto establishing the terms of such series of
Securities, interest accrued to the date fixed for redemption and
interest on such Securities or portions of Securities shall cease
to accrue on and after the date fixed for redemption, unless the
Company shall default in the payment of such redemption price and
accrued interest with respect to any such Security or portion
thereof.  On presentation and surrender of such Securities on or
after the date fixed for redemption at the place of payment
specified in the notice, said Securities shall be paid and redeemed
at the applicable redemption price for such series, together with,
subject to the Company Order or supplemental indenture hereto
establishing the terms of such series of Securities, interest
accrued thereon to the date fixed for redemption.

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

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

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

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

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


                          ARTICLE FOUR
               PARTICULAR COVENANTS OF THE COMPANY

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

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

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

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

     SECTION 4.03.  (a)  If the Company shall appoint one or more
paying agents for all or any series of the Securities, other than
the Trustee, the Company will cause each such paying agent to
execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of
this Section:

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

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

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

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

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

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

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

     SECTION 4.05.  The Company will not, while any of the
Securities remain outstanding, consolidate with, or merge into, or
merge into itself, or sell or convey all or substantially all of
its property to any other Person unless the provisions of Article
Ten hereof are complied with.


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

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

     SECTION 5.02.  (a)  The Trustee shall preserve, in as current
a form as is reasonably practicable, all information as to the
names and addresses of the holders of Securities contained in the
most recent list furnished to it as provided in Section 5.01 and as
to the names and addresses of holders of Securities received by the
Trustee in its capacity as Security Registrar (if acting in such
capacity).

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

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

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

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

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

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

     SECTION 5.03.  (a)  The Company covenants and agrees to file
with the Trustee, within 30 days after the Company is required to
file the same with the Commission, a copy of the annual reports and
of the information, documents and other reports (or a copy of such
portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and, unless
the Commission shall not accept such information, documents or
reports, the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Exchange Act,
in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such
rules and regulations.

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

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

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

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

     SECTION 5.04.  (a)  On or before July 15 in each year in which
any of the Securities are outstanding, the Trustee shall transmit
by mail, first class postage prepaid, to the Securityholders, as
their names and addresses appear upon the Security Register, a
brief report dated as of the preceding May 15, with respect to any
of the following events which may have occurred within the previous
twelve months (but if no such event has occurred within such period
no report need be transmitted):

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

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

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

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

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

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

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

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

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

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


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

     SECTION 6.01.  (a)  Whenever used herein with respect to
Securities of a particular series, "Event of Default" means any one
or more of the following events which has occurred and is
continuing:

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

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

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

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

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

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

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

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

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

     SECTION 6.02.  (a)  The Company covenants that in case an
Event of Default described in subsection 6.01(a)(1) or (a)(2) shall
have occurred and be continuing, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of
the Securities of that series, the whole amount that then shall
have become due and payable on all such Securities for principal
(and premium, if any) or interest, or both, as the case may be,
with interest upon the overdue principal (and premium, if any) and
(to the extent that payment of such interest is enforceable under
applicable law and without duplication of any other amounts paid by
the Company in respect thereof) upon overdue installments of
interest at the rate per annum expressed in the Securities of that
series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the
amount payable to the Trustee under Section 7.06.

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

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

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

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

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

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

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

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

          THIRD:    To the Company.

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

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

     SECTION 6.05.  (a)  All powers and remedies given by this
Article to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of
any others thereof or of any other powers and remedies available to
the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.

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

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

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

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

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


                          ARTICLE SEVEN
                     CONCERNING THE TRUSTEE

     SECTION 7.01.  (a)  The Trustee, prior to the occurrence of an
Event of Default with respect to Securities of a series and after
the curing of all Events of Default with respect to Securities of
that series which may have occurred, shall undertake to perform
with respect to Securities of such series such duties and only such
duties as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture
against the Trustee.  In case an Event of Default with respect to
Securities of a series has occurred (which has not been cured or
waived), the Trustee shall exercise with respect to Securities of
that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

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

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

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

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

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

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

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

     SECTION 7.02.  Except as otherwise provided in Section 7.01:

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

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

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

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

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

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

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

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

     SECTION 7.03.  (a)  The recitals contained herein and in the
Securities (other than the Certificate of Authentication on the
Securities) shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for the correctness of the
same.

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

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

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

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

     SECTION 7.06.  (a)  The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled
to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by
the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and agents and of all
persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence, willful
misconduct or bad faith.  The Company also covenants to indemnify
the Trustee (and its officers, agents, directors and employees)
for, and to hold it harmless against, any loss, liability or
expense incurred without negligence, willful misconduct or bad
faith on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

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

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

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

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

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

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

     SECTION 7.10.  (a)  The Trustee or any successor hereafter
appointed, may at any time resign with respect to the Securities of
one or more series by giving written notice thereof to the Company
and by transmitting notice of resignation by mail, first class
postage prepaid, to the Securityholders of such series, as their
names and addresses appear upon the Security Register.  Upon
receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to Securities of such
series by written instrument, in duplicate, executed by order of
the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor
trustee.  If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning Trustee may petition any court
of competent jurisdiction for the appointment of a successor
trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a
Security or Securities for at least six months may, subject to the
provisions of Section 6.08, on behalf of himself and all others
similarly situated, petition any such court for the appointment of
a successor trustee.  Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor
trustee.

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

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

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

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

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

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

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

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

     SECTION 7.11.  (a)  In case of the appointment hereunder of a
successor trustee with respect to all Securities, every such
successor trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such
successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to
such successor trustee all property and money held by such retiring
Trustee hereunder, subject to any prior lien provided for in
Section 7.06(b).

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

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

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

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

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

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


                          ARTICLE EIGHT
                 CONCERNING THE SECURITYHOLDERS

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

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

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

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

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

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

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

     SECTION 8.03.  Prior to the due presentment for registration
of transfer of any Security, the Company, the Trustee, any paying
agent and any Security Registrar may deem and treat the person in
whose name such Security shall be registered upon the books of the
Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of
ownership or writing thereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of
the principal of and premium, if any, and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither
the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

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

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


                          ARTICLE NINE
                     SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                           ARTICLE TEN
                 CONSOLIDATION, MERGER AND SALE

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

     SECTION 10.02. (a)  In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition and upon the
assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to
the Trustee, of the due and punctual payment of the principal of
and premium, if any, and interest on all of the Securities of all
series outstanding and the due and punctual performance of all of
the covenants and conditions of this Indenture or established with
respect to each series of the Securities pursuant to Section 2.01
to be kept or performed by the Company with respect to each series,
such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as
the party of the first part, and thereupon (provided, that in the
case of a lease, the term of the lease is at least as long as the
longest maturity of any Securities outstanding at such time) the
predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities.  Such successor
corporation thereupon may cause to be signed, and may issue either
in its own name or in the name of the Company or any other
predecessor obligor on the Securities, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of
such successor company, instead of the Company, and subject to all
the terms, conditions and limitations in this Indenture prescribed,
the Trustee shall authenticate and shall deliver any Securities
which previously shall have been signed and delivered by the
officers of the predecessor Company to the Trustee for
authentication, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee
for that purpose.  All the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

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

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

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


                         ARTICLE ELEVEN
    DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                         ARTICLE TWELVE
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                          AND DIRECTORS

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


                        ARTICLE THIRTEEN
                    MISCELLANEOUS PROVISIONS

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

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

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

     SECTION 13.04. Except as otherwise expressly provided herein
any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by
the holders of Securities to or on the Company may be given or
served by being deposited first class postage prepaid in a post
office letter box addressed (until another address is filed in
writing by the Company with the Trustee), as follows: Columbus
Southern Power Company, 215 North Front Street, Columbus, Ohio
43215, with a copy to the Company in care of American Electric
Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215,
Attention:  Treasurer.  Any notice, election, request or demand by
the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes,
if given or made in writing at the Corporate Trust Office of the
Trustee.

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

     SECTION 13.06. (a)  Upon any application or demand by the
Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent
have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents
is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional
certificate or opinion need be furnished.

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

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

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

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

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

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

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

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

     Bankers Trust Company, as Trustee, hereby accepts the trusts
in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

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

                              COLUMBUS SOUTHERN POWER COMPANY

                              By_/s/ A. A. Pena___
                                Treasurer

Attest:

By_/s/ John M. Adams, Jr.
  Assistant Secretary

                              BANKERS TRUST COMPANY,
                                   as Trustee

                              By_/s/ James McDonough____
                                Vice President

Attest:

By_/s/ Jason Theriault___
  Trust Officer



State of Ohio       }
County of Franklin, }   ss:


     On this 26th day of September, 1997, personally appeared
before me, a Notary Public within and for said County in the State
aforesaid, Armando A. Pena and John M. Adams, Jr., to me known and
known to me to be respectively the Treasurer and an Assistant
Secretary of COLUMBUS SOUTHERN POWER COMPANY, one of the
corporations named in and which executed the foregoing instrument,
who severally acknowledged that they did sign and seal said
instrument as such Treasurer and Assistant Secretary for and on
behalf of said corporation and that the same is their free act and
deed as such Treasurer and Assistant Secretary, respectively, and
the free and corporate act and deed of said corporation.

     In Witness Whereof, I have hereunto set my hand and notarial
seal this 26th day of September, 1997.

[Notarial Seal]


                         _/s/ Mary M. Soltesz______
                         Notary Public, State of Ohio
                         My Commission Expires: 7-12-99



State of New York   }
County of New York  }  ss:

     Be it remembered, that on this 29th day of September, 1997,
personally appeared before me the undersigned, a Notary Public
within and for said County and State, Bankers Trust Company, one of
the corporations named in and which executed the foregoing
instrument, by James McDonough, one of its Vice Presidents, and by
Jason Theriault, one of its Trust Officers, to me known and known
by me to be such Vice President and Trust Officer, respectively,
who severally duly acknowledged the signing and sealing of the
foregoing instrument to be their free act and voluntary deed, and
the free act and voluntary deed of each of them as such Vice
President and Trust Officer, respectively, and the free act and
voluntary deed of said corporation, for the uses and purposes
therein expressed and mentioned.

     In Witness Whereof, I have hereunto set my hand and notarial
seal this 29th day of September, 1997.

[Notarial Seal]


                         _/s/ Sharon V. Alston_____
                         Notary Public, State of New York
                         My Commission Expires: 5-7-98