Exhibit 4(d)
                          ==================================

                            TUCSON ELECTRIC POWER COMPANY


                                          TO


                            BANK OF MONTREAL TRUST COMPANY

                                                       TRUSTEE


                                   _______________


                                      Indenture


                              DATED AS OF AUGUST 1, 1998


                                   _______________





                          ==================================

                            TUCSON ELECTRIC POWER COMPANY


            RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                             INDENTURE, DATED AS OF AUGUST 1, 1998          
                  


          TRUST INDENTURE ACT SECTION                  INDENTURE SECTION(S)
          ----------------------------------------------------------------

          Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . 809
               (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 809
               (a)(3) . . . . . . . . . . . . . . . . . . .  Not Applicable
               (a)(4) . . . . . . . . . . . . . . . . . . .  Not Applicable
               (b)  . . . . . . . . . . . . . . . . . . . . . . .  808, 810
          Section 311(a)  . . . . . . . . . . . . . . . . . . . . . . . 813
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 813
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . 813
          Section 312(a)  . . . . . . . . . . . . . . . . . . . . . . . 901
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 901
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . 901
          Section 313(a)  . . . . . . . . . . . . . . . . . . . . . . . 902
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 902
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . 902
               (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . 902
          Section 314(a)  . . . . . . . . . . . . . . . . . . . .  902, 507
               (b)  . . . . . . . . . . . . . . . . . . . .  Not Applicable
               (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 102
               (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 102
               (c)(3) . . . . . . . . . . . . . . . . . . .  Not Applicable
                  (d)   . . . . . . . . . . . . . . . .  312, 315, 318, 319
                  (e)   . . . . . . . . . . . . . . . . . . . . . . . . 102
          Section 315(a)  . . . . . . . . . . . . . . . . . . . .  801, 803
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 802
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . 801
               (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . 801
               (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . 714
          Section 316(a)  . . . . . . . . . . . . . . . . . . . .  712, 713
               (a)(1)(A)  . . . . . . . . . . . . . . . . . . . .  702, 712
               (a)(1)(B)  . . . . . . . . . . . . . . . . . . . . . . . 713
               (a)(2) . . . . . . . . . . . . . . . . . . .  Not Applicable
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 708
               (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . 104
          Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . 703
               (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 705
               (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . 503
          Section 318(a)  . . . . . . . . . . . . . . . . . . . . . . . 107

                                  TABLE OF CONTENTS
                                  -----------------
                                                                       PAGE
                                                                       ----


          Recital of the Company  . . . . . . . . . . . . . . . . . . .   1


                                     ARTICLE ONE

               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101.  General Definitions . . . . . . . . . . . . . .   1
               Act  . . . . . . . . . . . . . . . . . . . . . . . . . .   2
               Affiliate  . . . . . . . . . . . . . . . . . . . . . . .   2
               Authenticating Agent . . . . . . . . . . . . . . . . . .   2
               Authorized Officer . . . . . . . . . . . . . . . . . . .   2
               Board of Directors . . . . . . . . . . . . . . . . . . .   2
               Board Resolution . . . . . . . . . . . . . . . . . . . .   2
               Business Day . . . . . . . . . . . . . . . . . . . . . .   3
               Class A Bonds  . . . . . . . . . . . . . . . . . . . . .   3
               Class A Mortgage . . . . . . . . . . . . . . . . . . . .   3
               Collateral Release Date  . . . . . . . . . . . . . . . .   3
               Commission . . . . . . . . . . . . . . . . . . . . . . .   3
               Company  . . . . . . . . . . . . . . . . . . . . . . . .   3
               Company Order or Company Request . . . . . . . . . . . .   3
               Consolidated Tangible Net Worth  . . . . . . . . . . . .   3
               Corporate Trust Office . . . . . . . . . . . . . . . . .   3
               corporation  . . . . . . . . . . . . . . . . . . . . . .   3
               Debt . . . . . . . . . . . . . . . . . . . . . . . . . .   3
               Discount Security  . . . . . . . . . . . . . . . . . . .   4
               Interest . . . . . . . . . . . . . . . . . . . . . . . .   4
               Dollar or $  . . . . . . . . . . . . . . . . . . . . . .   4
               Eligible Obligations . . . . . . . . . . . . . . . . . .   4
               Event of Default . . . . . . . . . . . . . . . . . . . .   4
               Excepted Property  . . . . . . . . . . . . . . . . . . .   4
               Expert . . . . . . . . . . . . . . . . . . . . . . . . .   4
               Governmental Authority . . . . . . . . . . . . . . . . .   4
               Government Obligations . . . . . . . . . . . . . . . . .   4
               Holder . . . . . . . . . . . . . . . . . . . . . . . . .   5
               Indenture  . . . . . . . . . . . . . . . . . . . . . . .   5
               Independent  . . . . . . . . . . . . . . . . . . . . . .   5
               Independent Expert's Certificate . . . . . . . . . . . .   5
               Interest Payment Date  . . . . . . . . . . . . . . . . .   5
               Investment Securities  . . . . . . . . . . . . . . . . .   5
               Lien . . . . . . . . . . . . . . . . . . . . . . . . . .   5
               Maturity . . . . . . . . . . . . . . . . . . . . . . . .   5
               1941 Mortgage  . . . . . . . . . . . . . . . . . . . . .   5
               1992 Mortgage  . . . . . . . . . . . . . . . . . . . . .   6
               Notice of Default  . . . . . . . . . . . . . . . . . . .   6
               Officer's Certificate  . . . . . . . . . . . . . . . . .   6
               Opinion of Counsel . . . . . . . . . . . . . . . . . . .   6
               Outstanding  . . . . . . . . . . . . . . . . . . . . . .   6
               Outstanding  . . . . . . . . . . . . . . . . . . . . . .   7
               Paying Agent . . . . . . . . . . . . . . . . . . . . . .   7
               Periodic Offering  . . . . . . . . . . . . . . . . . . .   7
               Permitted Secured Debt . . . . . . . . . . . . . . . . .   7
               Person . . . . . . . . . . . . . . . . . . . . . . . . .   7
               Place of Payment . . . . . . . . . . . . . . . . . . . .   7
               Predecessor Security . . . . . . . . . . . . . . . . . .   8
               Purchase Money Lien  . . . . . . . . . . . . . . . . . .   8
               Redemption Date  . . . . . . . . . . . . . . . . . . . .   8
               Redemption Price . . . . . . . . . . . . . . . . . . . .   8
               Regular Record Date  . . . . . . . . . . . . . . . . . .   8
               Required Currency  . . . . . . . . . . . . . . . . . . .   8
               Responsible Officer  . . . . . . . . . . . . . . . . . .   8
               Secured Debt . . . . . . . . . . . . . . . . . . . . . .   8
               Securities . . . . . . . . . . . . . . . . . . . . . . .   8
               Security Register  . . . . . . . . . . . . . . . . . . .   8
               Security Registrar . . . . . . . . . . . . . . . . . . .   8
               Special Record Date  . . . . . . . . . . . . . . . . . .   8
               Stated Interest Rate . . . . . . . . . . . . . . . . . .   9
               Stated Maturity  . . . . . . . . . . . . . . . . . . . .   9
               Successor  . . . . . . . . . . . . . . . . . . . . . . .   9
               Tranche  . . . . . . . . . . . . . . . . . . . . . . . .   9
               Trust Indenture Act  . . . . . . . . . . . . . . . . . .   9
               Trustee  . . . . . . . . . . . . . . . . . . . . . . . .   9
               United States  . . . . . . . . . . . . . . . . . . . . .   9
               Unpaid Interest  . . . . . . . . . . . . . . . . . . . .   9
          SECTION 102.  Compliance Certificates and Opinions  . . . . .   9
          SECTION 103.  Content and Form of Documents Delivered to 
                        Trustee . . . . . . . . . . . . . . . . . . . .  10
          SECTION 104.  Acts of Holders . . . . . . . . . . . . . . . .  11
          SECTION 105.  Notices, Etc. to Trustee and Company  . . . . .  13
          SECTION 106.  Notice to Holders of Securities; Waiver . . . .  14
          SECTION 107.  Conflict with Trust Indenture Act . . . . . . .  14
          SECTION 108.  Effect of Headings and Table of Contents  . . .  14
          SECTION 109.  Successors and Assigns  . . . . . . . . . . . .  14
          SECTION 110.  Separability Clause . . . . . . . . . . . . . .  15
          SECTION 111.  Benefits of Indenture . . . . . . . . . . . . .  15
          SECTION 112.  Governing Law . . . . . . . . . . . . . . . . .  15
          SECTION 113.  Legal Holidays  . . . . . . . . . . . . . . . .  15
          SECTION 114.  Investment of Cash Held by Trustee  . . . . . .  15

                                     ARTICLE TWO

                                    SECURITY FORMS

          SECTION 201.  Forms Generally . . . . . . . . . . . . . . . .  17
          SECTION 202.  Form of Trustee's Certificate of Authentication  17

                                    ARTICLE THREE

                                    THE SECURITIES

          SECTION 301.  Amount Unlimited; Issuable in Series  . . . . .  18
          SECTION 302.  Denominations . . . . . . . . . . . . . . . . .  21
          SECTION 303.  Execution, Dating, Certificate of 
                        Authentication  . . . . . . . . . . . . . . . .  22
          SECTION 304.  Temporary Securities  . . . . . . . . . . . . .  24
          SECTION 305.  Registration, Registration of Transfer and
                          Exchange  . . . . . . . . . . . . . . . . . .  25
          SECTION 306.  Mutilated, Destroyed, Lost and Stolen 
                          Securities  . . . . . . . . . . . . . . . . .  26
          SECTION 307.  Payment of Interest; Interest Rights Preserved   27
          SECTION 308.  Persons Deemed Owners . . . . . . . . . . . . .  28
          SECTION 309.  Cancellation by Security Registrar  . . . . . .  28
          SECTION 310.  Computation of Interest . . . . . . . . . . . .  29
          SECTION 311.  Payment to Be in Proper Currency  . . . . . . .  29
          SECTION 312.  Delivery of Class A Bonds . . . . . . . . . . .  29
          SECTION 313.  Registration and Ownership of Class A Bonds . .  31
          SECTION 314.  Payments on Class A Bonds . . . . . . . . . . .  31
          SECTION 315.  Surrender of Class A Bonds  . . . . . . . . . .  32
          SECTION 316.  No Transfer of Class A Bonds  . . . . . . . . .  33
          SECTION 317.  Voting of Class A Bonds . . . . . . . . . . . .  33
          SECTION 318.  Discharge of Class A Mortgages  . . . . . . . .  34
          SECTION 319.  Experts' Certificates . . . . . . . . . . . . .  35
                                                            
                                     ARTICLE FOUR

                                REDEMPTION OF SECURITIES
                          
          SECTION 401.  Applicability of Article  . . . . . . . . . . .  36
          SECTION 402.  Election to Redeem; Notice to Trustee . . . . .  36
          SECTION 403.  Selection of Securities to Be Redeemed  . . . .  36
          SECTION 404.  Notice of Redemption  . . . . . . . . . . . . .  37
          SECTION 405.  Securities Payable on Redemption Date . . . . .  38
          SECTION 406.  Securities Redeemed in Part . . . . . . . . . .  39

                                     ARTICLE FIVE

                                      COVENANTS

          SECTION 501.  Payment of Securities.  . . . . . . . . . . . .  39
          SECTION 502.  Maintenance of Office or Agency . . . . . . . .  39
          SECTION 503.  Money for Securities Payments to Be Held in 
                         Trust . . . . . . . . . . . . . . . . . . . .   40
          SECTION 504.  Corporate Existence . . . . . . . . . . . . . .  41
          SECTION 505.  Maintenance of Properties . . . . . . . . . . .  41
          SECTION 506.  Waiver of Certain Covenants . . . . . . . . . .  42
          SECTION 507.  Annual Officer's Certificate as to Compliance.   42
          SECTION 508.  Limitation on Secured Debt  . . . . . . . . . .  42

                                     ARTICLE SIX

                              SATISFACTION AND DISCHARGE

          SECTION 601.  Satisfaction and Discharge of Securities  . . .  48
          SECTION 602.  Satisfaction and Discharge of Indenture . . . .  50
          SECTION 603.  Application of Trust Money  . . . . . . . . . .  51

                                    ARTICLE SEVEN

                             EVENTS OF DEFAULT; REMEDIES

          SECTION 701.  Events of Default . . . . . . . . . . . . . . .  51
          SECTION 702.  Acceleration of Maturity; Rescission and 
                         Annulment . . . . . . . . . . . . . . . . . . . 53
          SECTION 703.  Collection of Indebtedness and Suits for 
                         Enforcement by Trustee . . . . . . . . . . . .  54
          SECTION 704.  Application of Money Collected  . . . . . . . .  55
          SECTION 705.  Trustee May File Proofs of Claim  . . . . . . .  55
          SECTION 706.  Trustee May Enforce Claims without Possession 
                         of Securities  . . . . . . . . . . . . . . . .  56
          SECTION 707.  Limitation on Suits . . . . . . . . . . . . . .  56
          SECTION 708.  Unconditional Right of Holders to Receive
                          Principal, Premium and Interest . . . . . . .  57
          SECTION 709.  Restoration of Rights and Remedies  . . . . . .  57
          SECTION 710.  Rights and Remedies Cumulative  . . . . . . . .  57
          SECTION 711.  Delay or Omission Not Waiver  . . . . . . . . .  58
          SECTION 712.  Control by Holders of Securities  . . . . . . .  58
          SECTION 713.  Waiver of Past Defaults . . . . . . . . . . . .  58
          SECTION 714.  Undertaking for Costs . . . . . . . . . . . . .  59
          SECTION 715.  Waiver of Stay or Extension Laws  . . . . . . .  59
          SECTION 716.  Defaults under Class A Mortgages  . . . . . . .  59


                                    ARTICLE EIGHT

                                     THE TRUSTEE

          SECTION 801.  Certain Duties and Responsibilities . . . . . .  60
          SECTION 802.  Notice of Defaults  . . . . . . . . . . . . . .  61
          SECTION 803.  Certain Rights of Trustee . . . . . . . . . . .  61
          SECTION 804.  Not Responsible for Recitals or Issuance of
                         Securities . . . . . . . . . . . . . . . . . .  62
          SECTION 805.  May Hold Securities . . . . . . . . . . . . . .  63
          SECTION 806.  Money Held in Trust . . . . . . . . . . . . . .  63
          SECTION 807.  Compensation and Reimbursement  . . . . . . . .  63
          SECTION 808.  Disqualification; Conflicting Interests . . . .  64
          SECTION 809.  Corporate Trustee Required; Eligibility . . . .  64
          SECTION 810.  Resignation and Removal; Appointment of
                         Successor  . . . . . . . . . . . . . . . . . .  65
          SECTION 811.  Acceptance of Appointment by Successor  . . . .  66
          SECTION 812.  Merger, Conversion, Consolidation or Succession  
                         to Business  . . . . . . . . . . . . . . . . .  67
          SECTION 813.  Preferential Collection of Claims against 
                         Company . . . . . . . . . . . . . . . . . . .   67
          SECTION 814.  Appointment of Authenticating Agent . . . . . .  67

                                     ARTICLE NINE

                   LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY

          SECTION 901.  Lists of Holders  . . . . . . . . . . . . . . .  69
          SECTION 902.  Reports by Trustee and Company  . . . . . . . .  70

                                     ARTICLE TEN

                          CONSOLIDATION, MERGER, CONVEYANCE
                                  OR OTHER TRANSFER

          SECTION 1001.  Company may Consolidate, etc., Only on 
                          Certain Terms . . . . . . . . . . . . . . . .  70
          SECTION 1002.  Successor Substituted  . . . . . . . . . . . .  71
          SECTION 1003.  Release of Company upon Conveyance or 
                          Other Transfer  . . . . . . . . . . . . . . .  71
          SECTION 1004.  Merger into Company  . . . . . . . . . . . . .  71
          SECTION 1005.  Transfer of Less than the Entirety . . . . . .  72

                                    ARTICLE ELEVEN

                               SUPPLEMENTAL INDENTURES

          SECTION 1101.  Supplemental Indentures without 
                          Consent of Holders  . . . . . . . . . . . . .  74
          SECTION 1102.  Supplemental Indentures with Consent of 
                          Holders . . . . . . . . . . . . . . . . . . .  75
          SECTION 1103.  Execution of Supplemental Indentures . . . . .  77
          SECTION 1104.  Effect of Supplemental Indentures  . . . . . .  77
          SECTION 1105.  Conformity with Trust Indenture Act  . . . . .  78
          SECTION 1106.  Reference in Securities to Supplemental
                          Indentures .   . . . . . . . . . . . . . . . . 78
          SECTION 1107.  Modification without Supplemental Indenture  .  78

                                    ARTICLE TWELVE

                     MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

          SECTION 1201.  Purposes for Which Meetings May Be Called. . .  78
          SECTION 1202.  Call, Notice and Place of Meetings . . . . . .  79
          SECTION 1203.  Persons Entitled to Vote at Meetings . . . . .  79
          SECTION 1204.  Quorum; Action . . . . . . . . . . . . . . . .  80
          SECTION 1205.  Attendance at Meetings; Determination of Voting 
                          Rights; Conduct and Adjournment of Meetings .  81
          SECTION 1206.  Counting Votes and Recording Action of 
                          Meetings . . . . . . . . . . . . . . . . . . . 82
          SECTION 1207.  Action without Meeting . . . . . . . . . . . .  82

                                   ARTICLE THIRTEEN

                  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                    AND DIRECTORS

          SECTION 1301.  Liability Solely Corporate . . . . . . . . . .  82

          Signatures  . . . . . . . . . . . . . . . . . . . . . . . . .  84

                    INDENTURE, dated as of August 1, 1998 between TUCSON
          ELECTRIC POWER COMPANY, a corporation organized and existing
          under the laws of the State of Arizona  (hereinafter sometimes
          called the "Company"), and BANK OF MONTREAL TRUST COMPANY, a
          banking corporation organized and existing under the laws of the
          State of New York, trustee (hereinafter sometimes called the
          "Trustee").


                               RECITALS OF THE COMPANY

                    The Company has duly authorized the execution and
          delivery of this Indenture to provide for the issuance from time
          to time of debentures, notes or other evidences of indebtedness
          (herein called the "Securities"), to be issued in one or more
          series as contemplated herein; all acts necessary to make this
          Indenture a valid agreement of the Company have been performed.

                    NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in
          consideration of the premises and of the purchase of the
          Securities by the Holders thereof, it is hereby covenanted and
          agreed by and between the Company and the Trustee that all the
          Securities are to be authenticated and delivered subject to the
          further covenants, conditions and trusts hereinafter set forth,
          and the Company hereby covenants and agrees to and with the
          Trustee, for the equal and ratable benefit of all Holders of the
          Securities or of series thereof (except as otherwise contemplated
          herein), as follows:


                                     ARTICLE ONE

               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101.  GENERAL DEFINITIONS.

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

                         (a)  the terms defined in this Article have the
                    meanings assigned to them in this Article and include
                    the plural as well as the singular;

                         (b)  all terms used herein without definition
                    which are defined in the Trust Indenture Act, either
                    directly or by reference therein, have the meanings
                    assigned to them therein;

                         (c)  all terms used herein without definition
                    which are defined in the Uniform Commercial Code as in
                    effect in any jurisdiction in which any property of the
                    Company is located shall have the meanings assigned to
                    them therein with respect to such property;

                         (d)  all accounting terms not otherwise defined
                    herein have the meanings assigned to them in accordance
                    with generally accepted accounting principles in the
                    United States; and, except as otherwise herein
                    expressly provided, the term "generally accepted
                    accounting principles" with respect to any computation
                    required or permitted hereunder shall mean such
                    accounting principles as are generally accepted in the
                    United States at the date of such computation or, at
                    the election of the Company from time to time, at the
                    date of the execution and delivery of this Indenture;
                    provided, however, that in determining generally
                    accepted accounting principles applicable to the
                    Company, effect shall be given, to the extent required,
                    to any order, rule or regulation of any administrative
                    agency, regulatory authority or other governmental body
                    having jurisdiction over the Company; and

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

                    "ACT", when used with respect to any Holder of a
          Security, has the meaning specified in Section 104.

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

                    "AUTHENTICATING AGENT" means any Person (other than the
          Company or an Affiliate of the Company) authorized by the Trustee
          to act on behalf of the Trustee to authenticate the Securities of
          one or more series.

                    "AUTHORIZED OFFICER" means the Chairman of the Board,
          the President, any Vice President, the Treasurer, any Assistant
          Treasurer or the Corporate Secretary or any other duly authorized
          officer, agent or attorney-in-fact of the Company named in an
          Officer's Certificate signed by any of such corporate officers.

                    "BOARD OF DIRECTORS" means either the board of
          directors of the Company or any committee thereof duly authorized
          to act in respect of matters relating to this Indenture.

                    "BOARD RESOLUTION" means a copy of a resolution
          certified by the Corporate Secretary or an Assistant Corporate
          Secretary of the Company to have been duly adopted by the Board
          of Directors and to be in full force and effect on the date of
          such certification, and delivered to the Trustee.

                    "BUSINESS DAY", when used with respect to a Place of
          Payment or any other particular location specified in the
          Securities or this Indenture, means any day, other than a
          Saturday or Sunday, which is not a day on which banking
          institutions or trust companies in such Place of Payment or other
          location are generally authorized or required by law, regulation
          or executive order to remain closed, except as may be otherwise
          specified as contemplated by Section 301.

                    "CLASS A BONDS" means bonds or other obligations now or
          hereafter issued and Outstanding under either Class A Mortgage;
          provided, however, that, for purposes of Section 312 as of any
          time while the 1941 Mortgage remains in effect, "Class A Bonds"
          means bonds or other obligations issued under the 1941 Mortgage;
          and provided, further, that, for purposes of Section 312 as of
          any time after the 1941 Mortgage shall have been satisfied and
          discharged and while the 1992 Mortgage shall remain in effect,
          "Class A Bonds" means bonds or other obligations issued under the
          1992 Mortgage.

                    "CLASS A MORTGAGE" means the 1941 Mortgage or the 1992
          Mortgage.

                    "COLLATERAL RELEASE DATE" means the date, if any, on
          which Class A Bonds are surrendered by the Trustee pursuant to
          Section 318 without any other Class A Bonds being substituted
          therefor, as contemplated by subsection (e) of Section 318.

                    "COMMISSION" means the Securities and Exchange
          Commission, as from time to time constituted, created under the
          Securities Exchange Act of 1934, as amended, or, if at any time
          after the date of the execution and delivery of this Indenture
          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 at such time.

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

                    "COMPANY ORDER" or "Company Request" means a written
          request or order signed in the name of the Company by an
          Authorized Officer and delivered to the Trustee.

                    "CONSOLIDATED TANGIBLE NET WORTH"  has the meaning
          specified in Section 508. 

                    "CORPORATE TRUST OFFICE" means 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 and delivery of this Indenture is located
          at 88 Pine Street, New York, New York  10005.

                    "CORPORATION" means a corporation, association,
          company, joint stock company or business trust.

                    "DEBT" has the meaning specified in Section 508.

                    "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 702.  "INTEREST" with respect to a
          Discount Security means interest, if any, borne by such Security
          at a Stated Interest Rate.

                    "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" means:

                         (a)  with respect to Securities denominated in
                    Dollars, Government 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 301.


                    "EVENT OF DEFAULT" has the meaning specified in Section
          701.

                    "EXCEPTED PROPERTY" has the meaning specified in
          Section 508.

                    "EXPERT" means a Person which is an engineer, appraiser
          or other expert and which, with respect to any certificate to be
          signed by such Person and delivered to the Trustee, is qualified
          to pass upon the matter set forth in such certificate; "ENGINEER"
          means a Person engaged in the engineering profession or otherwise
          qualified to pass upon engineering matters (including, but not
          limited to, a Person licensed as a professional engineer, whether
          or not then engaged in the engineering profession); and
          "APPRAISER" means a Person engaged in the business of appraising
          property or otherwise qualified to pass upon the fair value or
          fair market value of property.  

                    "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 thereof, or any department, agency,
          authority or other instrumentality of any of the foregoing.

                    "GOVERNMENT OBLIGATIONS" means:

                         (a)  direct obligations of, or obligations the
                    principal of and interest on which are unconditionally
                    guaranteed by, the United States entitled to the
                    benefit of the full faith and credit thereof; and

                         (b)  certificates, depositary receipts or other
                    instruments which evidence a direct ownership interest
                    in obligations described in clause (a) above or in any
                    specific interest or principal payments due in respect
                    thereof; provided, however, that the custodian of such
                    obligations or specific interest or principal payments
                    shall be a bank or trust company (which may include the
                    Trustee or any Paying Agent) subject to Federal or
                    State supervision or examination with a combined
                    capital and surplus of at least Fifty Million Dollars
                    ($50,000,000); and provided, further, that except as
                    may be otherwise required by law, such custodian shall
                    be obligated to pay to the holders of such
                    certificates, depositary receipts or other instruments
                    the full amount received by such custodian in respect
                    of such obligations or specific payments and shall not
                    be permitted to make any deduction therefrom.

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

                    "INDENTURE" means this instrument as originally
          executed and delivered and as it may from time to time be amended
          and/or supplemented by one or more indentures or other
          instruments supplemental hereto entered into pursuant to the
          applicable provisions hereof and shall include the terms of
          particular series of Securities established as contemplated by
          Section 301.

                    "INDEPENDENT", when applied to any Expert, means such a
          Person who (a) is in fact independent, (b) does not have any
          direct material financial interest in the transferee or in any
          obligor upon the Securities or in any Affiliate of the
          transferee, (c) is not connected with the transferee or such
          other obligor as an officer, employee, promoter, underwriter,
          trustee, partner, director or any person performing similar
          functions and (d) is approved by the Trustee in the exercise of
          reasonable care.

                    "INDEPENDENT EXPERT'S CERTIFICATE" means a certificate
          signed by an authorized officer of the Company (or, in the case
          of a certificate delivered pursuant to Section 1005, of the
          transferee of the subject property) and by an Independent Expert
          (which Independent Expert shall be selected either by the board
          of directors or by an authorized officer of the Company or such
          transferee, as the case may be, the execution of such certificate
          by such authorized officer to be conclusive evidence of such
          selection) and delivered to the Trustee.  

                    "INTEREST PAYMENT DATE", when used with respect to any
          Security, means the Stated Maturity of an installment of interest
          on such Security.

                    "INVESTMENT SECURITIES" has the meaning specified in
          Section 114.

                    "LIEN" has the meaning specified in Section 508.

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

                    "1941 MORTGAGE" means the Indenture, dated as of
          April 1, 1941, of The Tucson Gas, Electric Light and Power
          Company, predecessor of the Company, heretofore executed and
          delivered to The Chase National Bank of the City of New York,
          predecessor of The Chase Manhattan Bank, as trustee, as such
          indenture has been heretofore and is hereafter amended and
          supplemented.

                    "1992 MORTGAGE" means the Indenture of Mortgage and
          Deed of Trust, dated as of December 1, 1992 of the Company
          executed and delivered to Bank of Montreal Trust Company, as
          trustee, as such indenture has been heretofore and is hereafter
          amended and supplemented.

                    "NOTICE OF DEFAULT" has the meaning specified in
          Section 701.

                    "OFFICER'S CERTIFICATE" means a certificate signed by
          an Authorized Officer and delivered to the Trustee.

                    "OPINION OF COUNSEL" means a written opinion of
          counsel, who may be counsel for the Company or other counsel
          acceptable to the Trustee and who may be an employee or Affiliate
          of the Company.

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

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

                         (b)  Securities deemed to have been paid for all
                    purposes of this Indenture in accordance with Section
                    601 (whether or not the Company's indebtedness in
                    respect thereof shall be satisfied and discharged for
                    any other purpose); and

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

          provided, however, that in determining whether or not the Holders
          of the requisite principal amount of the Securities Outstanding
          under this Indenture, or the Outstanding Securities of any series
          or Tranche, have given or made any request, demand,
          authorization, direction, notice, consent or waiver hereunder or
          whether or not a quorum is present at a meeting of Holders of
          Securities,

                         (x)  Securities owned by the Company or any other
                    obligor upon the Securities or any Affiliate of the
                    Company or of such other obligor (unless the Company,
                    such obligor or such Affiliate owns all Securities
                    Outstanding under this Indenture, or all Outstanding
                    Securities of each such series and each such Tranche,
                    as the case may be, determined without regard to this
                    clause (x)) shall be disregarded and deemed not to be
                    Outstanding, except that, in determining whether the
                    Trustee shall be protected in relying upon any such
                    request, demand, authorization, direction, notice,
                    consent or waiver or upon any such determination as to
                    the presence of a quorum, only Securities which the
                    Trustee knows to be so owned shall be so disregarded;
                    provided, however, that Securities so owned which have
                    been pledged in good faith may be regarded as
                    Outstanding if it is established to the reasonable
                    satisfaction of the Trustee that the pledgee, and not
                    the Company, any such other obligor or Affiliate of
                    either thereof, has the right so to act with respect to
                    such Securities and that the pledgee is not the Company
                    or any other obligor upon the Securities or any
                    Affiliate of the Company or of such other obligor; and

                         (y)  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 702; and

          provided, further, that, in the case of any Security the
          principal of which is payable from time to time without
          presentment or surrender, the principal amount of such Security
          that shall be deemed to be Outstanding at any time for all
          purposes of this Indenture shall be the original principal amount
          thereof less the aggregate amount of principal thereof
          theretofore paid.

                    "OUTSTANDING", when used with respect to Class A Bonds,
          has the meaning specified in the related Class A Mortgage.

                    "PAYING AGENT" means any Person, including the Company,
          authorized by the Company to pay the principal of and premium, if
          any, or interest, if any, on any Securities on behalf of the
          Company.

                    "PERIODIC OFFERING" means an offering of Securities of
          a series from time to time any or all of the specific terms of
          which Securities, including without limitation the rate or rates
          of interest, if any, thereon, the Stated Maturity or Maturities
          thereof and the redemption provisions, if any, with respect
          thereto, are to be determined by the Company or its agents from
          time to time subsequent to the initial request for the
          authentication and delivery of such Securities by the Trustee,
          all as contemplated in Section 301 and clause (b) of Section 303.

                    "PERMITTED SECURED DEBT" has the meaning specified in
          Section 508.

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

                    "PLACE OF PAYMENT", when used with respect to the
          Securities of any series, or any Tranche thereof, means the place
          or places, specified as contemplated by Section 301, at which,
          subject to Section 502, principal of and premium, if any, and
          interest, if any, on the Securities of such series or Tranche are
          payable.

                    "PREDECESSOR SECURITY" of any particular Security means
          every previous Security evidencing all or a portion of the same
          debt as that evidenced by such particular Security; and, for the
          purposes of this definition, any Security authenticated and
          delivered under Section 306 in exchange for or in lieu of a
          mutilated, destroyed, lost or stolen Security shall be deemed (to
          the extent lawful) to evidence the same debt as the mutilated,
          destroyed, lost or stolen Security.

                    "PURCHASE MONEY LIEN" has the meaning specified in
          Section 508.

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

                    "REDEMPTION PRICE", when used with respect to any
          Security to be redeemed, means the price at which it is to be
          redeemed pursuant to this Indenture.

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

                    "REQUIRED CURRENCY" has the meaning specified in
          Section 311.

                    "RESPONSIBLE OFFICER", when used with respect to the
          Trustee, means any officer of the Trustee assigned by the Trustee
          to administer its corporate trust matters.

                    "SECURED DEBT" has the meaning specified in Section
          508.

                    "SECURITIES" means any bonds, notes and other evidences
          of indebtedness authenticated and delivered under this Indenture.

                    "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
          respective meanings specified in Section 305.

                    "SPECIAL RECORD DATE" for the payment of any Unpaid
          Interest on the Securities of any series means a date fixed by
          the Trustee pursuant to Section 307.

                    "STATED INTEREST RATE" means a rate (whether fixed or
          variable) at which an obligation by its terms is stated to bear
          simple interest.  Any calculation or other determination to be
          made under this Indenture by reference to the Stated Interest
          Rate on an obligation shall be made (a) if the Company's
          obligations in respect of any other indebtedness shall be
          evidenced or secured in whole or in part by such obligation, by
          reference to the lower of the Stated Interest Rate on such
          obligation and the Stated Interest Rate on such other
          indebtedness and (b) without regard to the effective interest
          cost to the Company of such obligation or of any such other
          indebtedness.

                    "STATED MATURITY", when used with respect to any
          obligation or any installment of principal thereof or interest
          thereon, means the date on which the principal of such obligation
          or such installment of principal or interest is stated to be due
          and payable (without regard to any provisions for redemption,
          prepayment, acceleration, purchase or extension).

                    "SUCCESSOR" has the meaning set forth in Section 1001.

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

                    "TRUST INDENTURE ACT" means, as of any time, the Trust
          Indenture Act of 1939, or any successor statute, as in effect at
          such time.

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

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

                    "UNPAID INTEREST" has the meaning specified in Section
          307.

          SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

                    Except as otherwise expressly provided in this
          Indenture, upon any application or request by the Company to the
          Trustee to take any action under any provision of this Indenture,
          the Company shall furnish to the Trustee an Officer's Certificate
          stating that all conditions precedent, if any, 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, if any, have been
          complied with, it being understood that in the case of any such
          application or request as to which the furnishing of such
          documents is specifically required by any provision of this
          Indenture relating to such particular application or request, no
          additional certificate or opinion need be furnished.

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

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

                         (b)  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;

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

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

          SECTION 103.  CONTENT AND FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

                    (a)  Any Officer's Certificate may be based (without
          further examination or investigation), insofar as it relates to
          or is dependent upon legal matters, upon an opinion of, or
          representations by, counsel, unless, in any case, such officer
          has actual knowledge that the certificate or opinion or
          representations with respect to the matters upon which such
          Officer's Certificate may be based as aforesaid are erroneous.

                    Any Opinion of Counsel may be based (without further
          examination or investigation), insofar as it relates to or is
          dependent upon factual matters, information with respect to which
          is in the possession of the Company, upon a certificate of, or
          representations by, an officer or officers of the Company, unless
          such counsel has actual knowledge that the certificate or opinion
          or representations with respect to the matters upon which his
          opinion may be based as aforesaid are erroneous.  In addition,
          any Opinion of Counsel may be based (without further examination
          or investigation), insofar as it relates to or is dependent upon
          matters covered in an Opinion of Counsel rendered by other
          counsel, upon such other Opinion of Counsel, unless such counsel
          has actual knowledge that the Opinion of Counsel rendered by such
          other counsel with respect to the matters upon which his Opinion
          of Counsel may be based as aforesaid are erroneous.  If, in order
          to render any Opinion of Counsel provided for herein, the signer
          thereof shall deem it necessary that additional facts or matters
          be stated in any Officer's Certificate provided for herein, then
          such certificate may state all such additional facts or matters
          as the signer of such Opinion of Counsel may request.  

                    (b)  In any case where several matters are required to
          be certified by, or covered by an opinion of, any specified
          Person, it is not necessary that all such matters be certified
          by, or covered by the opinion of, only one such Person, or that
          they be so certified or covered by only one document, but one
          such Person may certify or give an opinion with respect to some
          matters and one or more other such Persons as to other matters,
          and any such Person may certify or give an opinion as to such
          matters in one or several documents.  Where any Person is
          required to make, give or execute two or more applications,
          requests, consents, certificates, statements, opinions or other
          instruments under this Indenture, they may, but need not, be
          consolidated and form one instrument.

                    (c)  Whenever, subsequent to the receipt by the Trustee
          of any Board Resolution, Officer's Certificate, Opinion of
          Counsel or other document or instrument, a clerical,
          typographical or other inadvertent or unintentional error or
          omission shall be discovered therein, a new document or
          instrument may be substituted therefor in corrected form with the
          same force and effect as if originally filed in the corrected
          form and, irrespective of the date or dates of the actual
          execution and/or delivery thereof, such substitute document or
          instrument shall be deemed to have been executed and/or delivered
          as of the date or dates required with respect to the document or
          instrument for which it is substituted.  Anything in this
          Indenture to the contrary notwithstanding, if any such corrective
          document or instrument indicates that action has been taken by or
          at the request of the Company which could not have been taken had
          the original document or instrument not contained such error or
          omission, the action so taken shall not be invalidated or
          otherwise rendered ineffective but shall be and remain in full
          force and effect, except to the extent that such action was a
          result of willful misconduct or bad faith.  Without limiting the
          generality of the foregoing, any Securities issued under the
          authority of such defective document or instrument shall
          nevertheless be the valid obligations of the Company entitled to
          the benefits provided by this Indenture equally and ratably with
          all other Outstanding Securities, except as aforesaid.

          SECTION 104.  ACTS OF HOLDERS.

                    (a)  Any request, demand, authorization, direction,
          notice, consent, election, waiver or other action provided by
          this Indenture to be made, given or taken by Holders may be
          embodied in and evidenced by one or more instruments of
          substantially similar tenor signed by such Holders in person or
          by an agent duly appointed in writing or, alternatively, may be
          embodied in and evidenced by the record of Holders voting in
          favor thereof, either in person or by proxies duly appointed in
          writing, at any meeting of Holders duly called and held in
          accordance with the provisions of Article Twelve, or a
          combination of such instruments and any such record.  Except as
          herein otherwise expressly provided, such action shall become
          effective when such instrument or instruments or record or both
          are delivered to the Trustee and, where it is hereby expressly
          required, to the Company.  Such instrument or instruments and any
          such record (and the action embodied therein and evidenced
          thereby) are herein sometimes referred to as the "Act" of the
          Holders signing such instrument or instruments and so voting at
          any such meeting.  Proof of execution of any such instrument or
          of a writing appointing any such agent, or of the holding by any
          Person of a Security, shall be sufficient for any purpose of this
          Indenture and (subject to Section 801) conclusive in favor of the
          Trustee and the Company, if made in the manner provided in this
          Section.  The record of any meeting of Holders shall be proved in
          the manner provided in Section 1206.

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

                    (c)  The ownership of Securities, the principal amount
          (except as otherwise contemplated in clause (y) of the first
          proviso to the definition of Outstanding) and serial numbers of
          Securities held by any Person, and the date of holding the same,
          shall be proved by the Security Register.

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

                    (e)  Until such time as written instruments shall have
          been delivered to the Trustee with respect to the requisite
          percentage of principal amount of Securities for the action
          contemplated by such instruments, any such instrument executed
          and delivered by or on behalf of a Holder may be revoked with
          respect to any or all of such Securities by written notice by
          such Holder or any subsequent Holder, proven in the manner in
          which such instrument was proven.

                    (f)  Securities of any series, or any Tranche thereof,
          authenticated and delivered after any Act of Holders may, and
          shall if required by the Trustee, bear a notation in form
          approved by the Trustee as to any action taken by such Act of
          Holders.  If the Company shall so determine, new Securities of
          any series, or any Tranche thereof, so modified as to conform, in
          the opinion of the Trustee and the Company, to such action may be
          prepared and executed by the Company and authenticated and
          delivered by the Trustee in exchange for Outstanding Securities
          of such series or Tranche.

                    (g)  The Company may, at its option, by Company Order,
          fix in advance a record date for the determination of Holders
          entitled to give any request, demand, authorization, direction,
          notice, consent, waiver or other Act solicited by the Company,
          but the Company shall have no obligation to do so; provided,
          however, that the Company may not fix a record date for the
          giving or making of any notice, declaration, request or direction
          referred to in the next sentence.  In addition, the Trustee may,
          at its option, fix in advance a record date for the determination
          of Holders of Securities of any series entitled to join in the
          giving or making of any Notice of Default, any declaration of
          acceleration referred to in Section 702, any request to institute
          proceedings referred to in Section 707 or any direction referred
          to in Section 712, in each case with respect to Securities of
          such series.  If any such record date is fixed, such request,
          demand, authorization, direction, notice, consent, waiver or
          other Act, or such notice, declaration, request or direction, may
          be given before or after such record date, but only the Holders
          of record at the close of business on the record date shall be
          deemed to be Holders for the purposes of determining (i) whether
          Holders of the requisite proportion of the Outstanding Securities
          have authorized or agreed or consented to such Act (and for that
          purpose the Outstanding Securities shall be computed as of the
          record date) and/or (ii) which Holders may revoke any such Act
          (notwithstanding subsection (e) of this Section); and any such
          Act, given as aforesaid, shall be effective whether or not the
          Holders which authorized or agreed or consented to such Act
          remain Holders after such record date and whether or not the
          Securities held by such Holders remain Outstanding after such
          record date.

          SECTION 105.  NOTICES, ETC. TO TRUSTEE AND COMPANY.

                    Any request, demand, authorization, direction, notice,
          consent, election, waiver or Act of Holders or other document
          provided or permitted by this Indenture to be made upon, given or
          furnished to, or filed with, the Trustee by any Holder or by the
          Company, or the Company by the Trustee or by any Holder, shall be
          sufficient for every purpose hereunder (unless otherwise
          expressly provided herein) if the same shall be in writing and
          delivered personally to an officer or other responsible employee
          of the addressee, or transmitted by facsimile transmission, telex
          or other direct written electronic means to such telephone number
          or other electronic communications address set forth opposite
          such parties name below or as the parties hereto shall from time
          to time designate, or transmitted by registered mail, charges
          prepaid, to the applicable address set opposite such party's name
          below or to such other address as either party hereto may from
          time to time designate:

                         If to the Trustee, to:

                              Bank of Montreal Trust Company
                              88 Pine Street
                              New York, New York  10005

                              Attention:  Corporate Trust Department
                              Telephone:  (212) 701-7650
                              Facsimile:  (212) 701-7664

                         If to the Company, to:

                              Tucson Electric Power Company
                              220 West Sixth Street
                              Tucson, Arizona  85702
                              Attention:  Treasurer
                              Telephone:  (520) 884-3660
                              Facsimile:  (520) 884-3888


                    Any communication contemplated herein shall be deemed
          to have been made, given, furnished and filed if personally
          delivered, on the date of delivery, if transmitted by facsimile
          transmission, telex or other direct written electronic means, on
          the date of transmission, and if transmitted by registered mail,
          on the date of receipt.

          SECTION 106.  NOTICE TO HOLDERS OF SECURITIES; WAIVER.

                    Except as otherwise expressly provided herein, where
          this Indenture provides for notice to Holders of any event, such
          notice shall be sufficiently given, and shall be deemed given, to
          Holders if in writing and mailed, first-class postage prepaid, to
          each Holder affected by such event, at the address of such Holder
          as it appears in the Security Register, not later than the latest
          date, and not earlier than the earliest date, prescribed for the
          giving of such notice.

                    In case by reason of the suspension of regular mail
          service or by reason of any other cause it shall be impracticable
          to give such notice to Holders by mail, then such notification as
          shall be made with the approval of the Trustee shall constitute a
          sufficient notification for every purpose hereunder.  In any case
          where notice to Holders is given by mail, neither the failure to
          mail such notice, nor any defect in any notice so mailed, to any
          particular Holder shall affect the sufficiency of such notice
          with respect to other Holders.

                    Any notice required by this Indenture may be waived in
          writing by the Person entitled to receive such notice, either
          before or after the event otherwise to be specified therein, and
          such waiver shall be the equivalent of such notice.  Waivers of
          notice by Holders shall be filed with the Trustee, but such
          filing shall not be a condition precedent to the validity of any
          action taken in reliance upon such waiver.

          SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

                    If any provision of this Indenture limits, qualifies or
          conflicts with another provision hereof which is required or
          deemed to be included in this Indenture by, or is otherwise
          governed by, any provision of the Trust Indenture Act, such other
          provision shall control; and if any provision hereof otherwise
          conflicts with the Trust Indenture Act, the Trust Indenture Act
          shall control.

          SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

                    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 109.  SUCCESSORS AND ASSIGNS.

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

          SECTION 110.  SEPARABILITY CLAUSE.

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

          SECTION 111.  BENEFITS OF INDENTURE.

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

          SECTION 112.  GOVERNING LAW.

                    This Indenture and the Securities shall be governed by
          and construed in accordance with the law of the State of New York
          (including without limitation Section 5-1401 of the New York
          General Obligations Law or any successor to such statute), except
          to the extent that the Trust Indenture Act shall be applicable.

          SECTION 113.  LEGAL HOLIDAYS.

                    In any case where any Interest Payment Date, Redemption
          Date or Stated Maturity of any Security shall not be a Business
          Day at any Place of Payment, then (notwithstanding any other
          provision of this Indenture or of the Securities other than a
          contrary provision in the Securities of any series, or any
          Tranche thereof, or in the indenture supplemental hereto, Board
          Resolution or Officer's Certificate which establishes the terms
          of the Securities of such series or Tranche) payment of interest
          or principal and premium, if any, need not be made at such Place
          of Payment on such date, but may be made on the next succeeding
          Business Day at such Place of Payment with the same force and
          effect as if made on the Interest Payment Date or Redemption
          Date, or at the Stated Maturity, and, if such payment is made or
          duly provided for on such Business Day, no interest shall accrue
          on the amount so payable for the period from and after such
          Interest Payment Date, Redemption Date or Stated Maturity, as the
          case may be, to such Business Day.

          SECTION 114.  INVESTMENT OF CASH HELD BY TRUSTEE.

                    Any cash held by the Trustee or any Paying Agent under
          any provision of this Indenture shall, at the request of the
          Company evidenced by Company Order, be invested or reinvested in
          Investment Securities designated by the Company (such Company
          Order to contain a representation to the effect that the
          securities designated therein constitute Investment Securities),
          and any interest on such Investment Securities shall be promptly
          paid over to the Company as received free and clear of any Lien. 
          Such Investment Securities shall be held subject to the same
          provisions hereof as the cash used to purchase the same, but upon
          a like request of the Company shall be sold, in whole or in
          designated part, and the proceeds of such sale shall be held
          subject to the same provisions hereof as the cash used to
          purchase the Investment Securities so sold.  If such sale shall
          produce a net sum less than the cost of the Investment Securities
          so sold, the Company shall pay to the Trustee or any such Paying
          Agent, as the case may be, such amount in cash as, together with
          the net proceeds from such sale, shall equal the cost of the
          Investment Securities so sold, and if such sale shall produce a
          net sum greater than the cost of the Investment Securities so
          sold, the Trustee or any such Paying Agent, as the case may be,
          shall promptly pay over to the Company an amount in cash equal to
          such excess, free and clear of any Lien.  In no event shall the
          Trustee be liable for any loss incurred in connection with the
          sale of any Investment Security pursuant to this Section.

                    Notwithstanding the foregoing, if an Event of Default
          shall have occurred and be continuing, interest on Investment
          Securities and any gain upon the sale thereof shall be held, in
          trust, until such Event of Default shall have been cured or
          waived, whereupon such interest and gain shall be promptly paid
          over to the Company free and clear of any Lien.

                    "INVESTMENT SECURITIES" means any of the following
          obligations or securities on which neither the Company, any other
          obligor on the Securities nor any Affiliate of either is the
          obligor: (a) Government Obligations; (b) interest bearing deposit
          accounts (which may be represented by certificates of deposit) in
          any national or state bank (which may include the Trustee or any
          Paying Agent) or savings and loan association which has
          outstanding securities rated by a nationally recognized rating
          organization in either of the two (2) highest rating categories
          (without regard to modifiers) for short term securities or in any
          of the three (3) highest rating categories (without regard to
          modifiers) for long term securities; (c) bankers' acceptances
          drawn on and accepted by any commercial bank (which may include
          the Trustee or any Paying Agent) which has outstanding securities
          rated by a nationally recognized rating organization in either of
          the two (2) highest rating categories (without regard to
          modifiers) for short term securities or in any of the three (3)
          highest rating categories (without regard to modifiers) for long
          term securities; (d) direct obligations of, or obligations the
          principal of and interest on which are unconditionally guaranteed
          by, any State or Territory of the United States or the District
          of Columbia, or any political subdivision of any of the
          foregoing, which are rated by a nationally recognized rating
          organization in either of the two (2) highest rating categories
          (without regard to modifiers) for short term securities or in any
          of the three (3) highest rating categories (without regard to
          modifiers) for long term securities; (e) bonds or other
          obligations of any agency or instrumentality of the United
          States; (f) corporate debt securities which are rated by a
          nationally recognized rating organization in either of the two
          (2) highest rating categories (without regard to modifiers) for
          short term securities or in any of the three (3) highest rating
          categories (without regard to modifiers) for long term
          securities; (g) repurchase agreements with respect to any of the
          foregoing obligations or securities with any banking or financial
          institution (which may include the Trustee or any Paying Agent)
          which has outstanding securities rated by a nationally recognized
          rating organization in either of the two (2) highest rating
          categories (without regard to modifiers) for short term
          securities or in any of the three (3) highest rating categories
          (without regard to modifiers) for long term securities;
          (h)securities issued by any regulated investment company
          (including any investment company for which the Trustee or any
          Paying Agent is the advisor), as defined in Section 851 of the
          Internal Revenue Code of 1986, as amended, or any successor
          section of such Code or successor federal statute, provided that
          the portfolio of such investment company is limited to
          obligations or securities of the character and investment quality
          contemplated in clauses (a) through (f) above and repurchase
          agreements which are fully collateralized by any of such
          obligations or securities; and (i) any other obligations or
          securities which may lawfully be purchased by the Trustee in its
          capacity as such.


                                     ARTICLE TWO

                                    SECURITY FORMS

          SECTION 201.  FORMS GENERALLY.

                    The definitive Securities of each series shall be in
          substantially the form or forms established in the Officer's
          Certificate, the indenture supplemental hereto or the Board
          Resolution establishing such series, in any case with such
          appropriate insertions, omissions, substitutions and other
          variations as are required or permitted by this Indenture, and
          may have such letters, numbers or other marks of identification
          and such legends or endorsements placed thereon as may be
          required to comply with the rules of any securities exchange or
          as may, consistently herewith, be determined by the officers
          executing such Securities, as evidenced by their execution of the
          Securities.  If the form or forms of Securities of any series are
          established in a Board Resolution or in an Officer's Certificate,
          such Board Resolution and Officer's Certificate, if any, shall be
          delivered to the Trustee at or prior to the delivery of the
          Company Order contemplated by Section 303 for the authentication
          and delivery of such Securities.

                    The Securities of each series shall be issuable in
          registered form without coupons.  The definitive Securities shall
          be produced in such manner as shall be determined by the officers
          executing such Securities, as evidenced by their execution
          thereof.

          SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                    The Trustee's certificate of authentication shall be in
          substantially the form set forth below:

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


                                             -----------------------------
                                             as Trustee

                                             By: -------------------------
                                                  Authorized Signature


                                    ARTICLE THREE

                                    THE SECURITIES

          SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

                    The Securities may be issued in one or more series. 
          Subject to the last paragraph of this Section, prior to the
          authentication and delivery of Securities of any series there
          shall be established by specification in an Officer's
          Certificate, a supplemental indenture or a Board Resolution: 

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

                         (b)  any limit upon the aggregate principal amount
                    of the Securities of such series which may be
                    authenticated and delivered under this Indenture
                    (except for Securities authenticated and delivered upon
                    registration of transfer of, or in exchange for, or in
                    lieu of, other Securities of such series pursuant to
                    Section 304, 305, 306, 406 or 1106 and except for any
                    Securities which, pursuant to Section 303, are deemed
                    never to have been authenticated and delivered
                    hereunder);

                         (c)  the Persons (without specific identification)
                    to whom interest, if any, on Securities of such series,
                    or any Tranche thereof, shall be payable, if other than
                    the Persons in whose names such Securities (or one or
                    more Predecessor Securities) are registered at the
                    close of business on the Regular Record Date for such
                    interest;

                         (d)  the date or dates on which the principal of
                    the Securities of such series, or any Tranche thereof,
                    is payable or any formulary or other method or other
                    means by which such date or dates shall be determined,
                    by reference to an index or other fact or event
                    ascertainable outside of this Indenture or otherwise
                    (without regard to any provisions for redemption,
                    prepayment, acceleration, purchase or extension); and
                    the right, if any, to extend the Maturity of the
                    Securities of such series, or any Tranche thereof, and
                    the duration of any such extension; 

                         (e)  the rate or rates at which the Securities of
                    such series, or any Tranche thereof, shall bear
                    interest, if any (including the rate or rates at which
                    overdue principal shall bear interest, if different
                    from the rate or rates at which such Securities shall
                    bear interest prior to Maturity, and, if applicable,
                    the rate or rates at which overdue premium or interest
                    shall bear interest, if any), or any formulary or other
                    method or other means by which such rate or rates shall
                    be determined, by reference to an index or other fact
                    or event ascertainable outside of this Indenture or
                    otherwise; the date or dates from which such interest
                    shall accrue; the Interest Payment Dates on which such
                    interest shall be payable and the Regular Record Date,
                    if any, for the interest payable on such Securities on
                    any Interest Payment Date; the basis of computation of
                    interest, if other than as provided in Section 310; and
                    the right, if any, to extend the interest payment
                    periods and the duration of any such extension;

                         (f)  the place or places at which and/or the
                    methods (if other than as provided elsewhere in this
                    Indenture) by which (i) the principal of and premium,
                    if any, and interest, if any, on Securities of such
                    series, or any Tranche thereof, shall be payable, (ii)
                    registration of transfer of Securities of such series,
                    or any Tranche thereof, may be effected, (iii)
                    exchanges of Securities of such series, or any Tranche
                    thereof, may be effected and (iv) notices and demands
                    to or upon the Company in respect of the Securities of
                    such series, or any Tranche thereof, and this Indenture
                    may be served; the Security Registrar and any Paying
                    Agent or Agents for such series or Tranche; and, if
                    such is the case, that the principal of such Securities
                    shall be payable without the presentment or surrender
                    thereof;

                         (g)  the period or periods within which or the
                    date or dates on which, the price or prices at which
                    and the terms and conditions upon which the Securities
                    of such series, or any Tranche thereof, may be
                    redeemed, in whole or in part, at the option of the
                    Company;

                         (h)  the obligation or obligations, if any, of the
                    Company to redeem or purchase the Securities of such
                    series, or any Tranche thereof, pursuant to any sinking
                    fund or other mandatory redemption provisions or at the
                    option of a Holder thereof and the period or periods
                    within which or the date or dates on which, the price
                    or prices at which and the terms and conditions upon
                    which such Securities shall be redeemed or purchased,
                    in whole or in part, pursuant to such obligation, and
                    applicable exceptions to the requirements of
                    Section 404 in the case of mandatory redemption or
                    redemption at the option of the Holder;

                         (i)  the denominations in which Securities of such
                    series, or any Tranche thereof, shall be issuable if
                    other than denominations of One Thousand Dollars
                    ($1,000) and any integral multiple thereof;

                         (j)  the currency or currencies, including
                    composite currencies, in which payment of the principal
                    of or premium, if any, or interest, if any, on the
                    Securities of such series, or any Tranche thereof,
                    shall be payable (if other than in Dollars) and the
                    formulary or other method or other means by which the
                    equivalent of any such amount in Dollars is to be
                    determined for any purpose, including for the purpose
                    of determining the principal amount of such Securities
                    deemed to be Outstanding at any time;

                         (k)  if the principal of or premium, if any, or
                    interest, if any, on the Securities of such series, or
                    any Tranche thereof, are to be payable, at the election
                    of the Company or a Holder thereof, in a coin or
                    currency other than that in which the Securities are
                    stated to be payable, the period or periods within
                    which, and the terms and conditions upon which, such
                    election may be made;

                         (l)  if the principal of or premium, if any, or
                    interest, if any, on the Securities of such series, or
                    any Tranche thereof, are to be payable, or are to be
                    payable at the election of the Company or a Holder
                    thereof, in securities or other property, the type and
                    amount of such securities or other property, or the
                    formulary or other method or other means by which such
                    amount shall be determined, and the period or periods
                    within which, and the terms and conditions upon which,
                    any such election may be made;

                         (m)  if the amount payable in respect of the
                    principal of or premium, if any, or interest, if any,
                    on the Securities of such series, or any Tranche
                    thereof, may be determined with reference to an index
                    or other fact or event ascertainable outside of this
                    Indenture, the manner in which such amounts shall be
                    determined (to the extent not established pursuant to
                    clause (e) of this paragraph);

                         (n)  if other than the principal amount thereof,
                    the portion of the principal amount of Securities of
                    such series, or any Tranche thereof, which shall be
                    payable upon declaration of acceleration of the
                    Maturity thereof pursuant to Section 702;

                         (o)  the terms, if any, pursuant to which the
                    Securities of such series, or any Tranche thereof, may
                    be converted into or exchanged for shares of capital
                    stock or other securities of the Company or any other
                    Person;

                         (p)  the obligations or instruments, if any, which
                    shall be considered to be Eligible Obligations in
                    respect of the Securities of such series, or any
                    Tranche thereof, denominated in a currency other than
                    Dollars or in a composite currency, and any additional
                    or alternative provisions for the reinstatement of the
                    Company's indebtedness in respect of such Securities
                    after the satisfaction and discharge thereof as
                    provided in Section 601;

                         (q)  if the Securities of such series, or any
                    Tranche thereof, are to be issued in global form, (i)
                    any limitations on the rights of the Holder or Holders
                    of such Securities to transfer or exchange the same or
                    to obtain the registration of transfer thereof, (ii)
                    any limitations on the rights of the Holder or Holders
                    thereof to obtain certificates therefor in definitive
                    form in lieu of temporary form and (iii) any and all
                    other matters incidental to such Securities;

                         (r)  if the Securities of such series, or any
                    Tranche thereof, are to be issuable as bearer
                    securities, any and all matters incidental thereto
                    which are not specifically addressed in a supplemental
                    indenture as contemplated by clause (f) of Section
                    1101;

                         (s)  to the extent not established pursuant to
                    clause (q) of this paragraph, any limitations on the
                    rights of the Holders of the Securities of such Series,
                    or any Tranche thereof, to transfer or exchange such
                    Securities or to obtain the registration of transfer
                    thereof; and if a service charge will be made for the
                    registration of transfer or exchange of Securities of
                    such series, or any Tranche thereof, the amount or
                    terms thereof;

                         (t)  any exceptions to Section 113, or variation
                    in the definition of Business Day, with respect to the
                    Securities of such series, or any Tranche thereof; and

                         (u)  any other terms of the Securities of such
                    series, or any Tranche thereof.

                    With respect to Securities of a series subject to a
          Periodic Offering, the Officer's Certificate, the indenture
          supplemental hereto or the Board Resolution which establishes
          such series, as the case may be, may provide general terms or
          parameters for Securities of such series and provide either that
          the specific terms of Securities of such series, or any Tranche
          thereof, shall be specified in a Company Order or that such terms
          shall be determined by the Company or its agents in accordance
          with procedures specified in a Company Order as contemplated by
          clause (b) of Section 303.

                    Unless otherwise specified with respect to a series of
          Securities pursuant to Section 301(b), any limit upon the
          aggregate principal amount of a series of Securities may be
          increased without the consent of any Holders and additional
          Securities of such series may be authenticated and delivered up
          to the limit upon the aggregate principal amount authorized with
          respect to such series as so increased.

                    Anything herein to the contrary notwithstanding, the
          Trustee shall be under no obligation to authenticate and deliver
          Securities of any series the terms of which, established as
          contemplated by this Section, would affect the rights, duties,
          obligations, liabilities or immunities of the Trustee under this
          Indenture or otherwise.

          SECTION 302.  DENOMINATIONS.

                    Unless otherwise provided as contemplated by Section
          301 with respect to any series of Securities, or any Tranche
          thereof, the Securities of each series shall be issuable in
          denominations of One Thousand Dollars ($1,000) and any integral
          multiple thereof.

          SECTION 303.  EXECUTION, DATING, CERTIFICATE OF AUTHENTICATION.

                    Unless otherwise provided as contemplated by Section
          301 with respect to any series of Securities, or any Tranche
          thereof, the Securities shall be executed on behalf of the
          Company by an Authorized Officer, and may have the corporate seal
          of the Company affixed thereto or reproduced thereon and attested
          by any other Authorized Officer.  The signature of any or all of
          these officers on the Securities may be manual or facsimile.

                    Securities bearing the manual or facsimile signatures
          of individuals who were at the time of execution Authorized
          Officers of the Company shall bind the Company, notwithstanding
          that such individuals or any of them have ceased to hold such
          offices prior to the authentication and delivery of such
          Securities or did not hold such offices at the date of such
          Securities.

                    The Trustee shall authenticate and deliver Securities
          of a series, for original issue, at one time or from time to time
          in accordance with the Company Order referred to below, upon
          receipt by the Trustee of:

                         (a)  the instrument or instruments establishing
                    the form or forms and terms of such series, as provided
                    in Sections 201 and 301;

                         (b)  a Company Order requesting the authentication
                    and delivery of such Securities and, to the extent that
                    the terms of such Securities shall not have been
                    established in an Officer's Certificate, an indenture
                    supplemental hereto or a Board Resolution, all as
                    contemplated by Sections 201 and 301, either (i)
                    establishing such terms or (ii) in the case of
                    Securities of a series subject to a Periodic Offering,
                    specifying procedures, acceptable to the Trustee, by
                    which such terms are to be established (which
                    procedures may provide for authentication and delivery
                    pursuant to oral or electronic instructions from the
                    Company or any agent or agents thereof, which oral
                    instructions are to be promptly confirmed
                    electronically or in writing), in either case in
                    accordance with the instrument or instruments delivered
                    pursuant to clause (a) above;

                         (c)  Securities of such series, executed on behalf
                    of the Company by an Authorized Officer; 

                         (d)  an Opinion of Counsel to the effect that:

                              (i)  the form or forms of such Securities
                         have been duly authorized by the Company and have
                         been established in conformity with the provisions
                         of this Indenture;

                              (ii) the terms of such Securities have been
                         duly authorized by the Company and have been
                         established in conformity with the provisions of
                         this Indenture; and

                              (iii)     when such Securities shall have
                         been authenticated and delivered by the Trustee
                         and issued and delivered by the Company in the
                         manner and subject to any conditions specified in
                         such Opinion of Counsel, such Securities will
                         constitute valid obligations of the Company,
                         entitled to the benefits provided by 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
                    only once at or prior to the time of the first
                    authentication and delivery of such Securities
                    (provided that such Opinion of Counsel addresses the
                    authentication and delivery of all Securities of such
                    series) and that, in lieu of the opinions described in
                    clauses (ii) and (iii) above, Counsel may opine that: 

                              (x)  when the terms of such Securities shall
                         have been established pursuant to a Company Order
                         or Orders or pursuant to such procedures as may be
                         specified from time to time by a Company Order or
                         Orders, all as contemplated by and in accordance
                         with the instrument or instruments delivered
                         pursuant to clause (a) above, such terms will have
                         been duly authorized by the Company and will have
                         been established in conformity with the provisions
                         of this Indenture; and

                              (y)  when such Securities shall have been
                         authenticated and delivered by the Trustee in
                         accordance with this Indenture and the Company
                         Order or Orders or the specified procedures
                         referred to in paragraph (x) above and issued and
                         delivered by the Company in the manner and subject
                         to any conditions specified in such Opinion of
                         Counsel, such Securities will constitute valid
                         obligations of the Company, entitled to the
                         benefits provided by this Indenture; and

                         (e)  so long as the Collateral Release Date shall
                    not have occurred, the Class A Bond and documents
                    specified in Section 312.

                    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, the validity thereof and the compliance of the
          authentication and delivery thereof with the terms and conditions
          of this Indenture, upon the Opinion or Opinions of Counsel and
          the certificates and other documents delivered pursuant to this
          Article at or prior to the time of the first authentication and
          delivery of Securities of such series until any of such opinions,
          certificates or other documents have been superseded or revoked
          or expire by their terms.  In connection with the authentication
          and delivery of Securities of a series subject to a Periodic
          Offering, the Trustee shall be entitled to assume that the
          Company's instructions to authenticate and deliver such
          Securities do not violate any applicable law or any applicable
          rule, regulation or order of any Governmental Authority having
          jurisdiction over the Company.

                    If the form of terms of the Securities of any series
          have been established by or pursuant to a Board Resolution or an
          Officer's Certificate as permitted by Sections 201 or 301, the
          Trustee shall not be required to authenticate such Securities if
          the issuance 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.

                    Unless otherwise specified as contemplated by Section
          301 with respect to any series of Securities, or any Tranche
          thereof, each Security shall be dated the date of its
          authentication.

                    Unless otherwise specified as contemplated by Section
          301 with respect to any series of Securities, or any Tranche
          thereof, no Security shall be entitled to any benefit under this
          Indenture or be valid or obligatory for any purpose unless there
          appears on such Security a certificate of authentication
          substantially in the form provided for herein executed by the
          Trustee or an Authenticating Agent by manual signature of an
          authorized officer thereof, and such certificate upon any
          Security shall be conclusive evidence, and the only evidence,
          that such Security has been duly authenticated and delivered
          hereunder and is entitled to the benefits of this Indenture. 
          Notwithstanding the foregoing, if (a) any Security shall have
          been authenticated and delivered hereunder to the Company, or any
          Person acting on its behalf, but shall never have been issued and
          sold by the Company, (b) the Company shall deliver such Security
          to the Security Registrar for cancellation or shall cancel such
          Security and deliver evidence of such cancellation to the
          Trustee, in each case as provided in Section 309, and (c) the
          Company, at its election, shall deliver to the Trustee a written
          statement (which need not comply with Section 102 and need not be
          accompanied by an Officer's Certificate or an Opinion of Counsel)
          stating that such Security has never been issued and sold by the
          Company, then, for all purposes of this Indenture, such Security
          shall be deemed never to have been authenticated and delivered
          hereunder and shall never be entitled to the benefits hereof.

          SECTION 304.  TEMPORARY SECURITIES.

                    Pending the preparation of definitive Securities of any
          series, or any Tranche thereof, the Company may execute, and upon
          Company Order the Trustee shall authenticate and deliver,
          temporary Securities which are printed, lithographed,
          typewritten, mimeographed, photocopied or otherwise produced, in
          any authorized denomination, substantially of the tenor of the
          definitive Securities in lieu of which they are issued, with such
          appropriate insertions, omissions, substitutions and other
          variations as the officers executing such Securities may
          determine, as evidenced by their execution of such Securities;
          provided, however, that temporary Securities need not recite
          specific redemption, sinking fund, conversion or exchange
          provisions.

                    Except as otherwise specified as contemplated by
          Section 301 with respect to the Securities of any series, or any
          Tranche thereof, after the preparation of definitive Securities
          of such series or Tranche, the temporary Securities of such
          series or Tranche shall be exchangeable, without charge to the
          Holder thereof, for definitive Securities of such series or
          Tranche upon surrender of such temporary Securities at the office
          or agency of the Company maintained pursuant to Section 502 in a
          Place of Payment for such Securities.  Upon such surrender of
          temporary Securities, the Company shall, except as aforesaid,
          execute and the Trustee shall authenticate and deliver in
          exchange therefor definitive Securities of the same series and
          Tranche, of authorized denominations and of like tenor and
          aggregate principal amount.

                    Until exchanged in full as hereinabove provided,
          temporary Securities shall in all respects be entitled to the
          same benefits under this Indenture as definitive Securities of
          the same series and Tranche and of like tenor authenticated and
          delivered hereunder.

          SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND
          EXCHANGE.

                    The Company shall cause to be kept in one of the
          offices designated pursuant to Section 502, with respect to the
          Securities of each series, or any Tranche thereof, a register
          (the "SECURITY REGISTER") in which, subject to such reasonable
          regulations as it may prescribe, the Company shall provide for
          the registration of Securities of such series or Tranche and the
          registration of transfer thereof.  The Company shall designate
          one Person to maintain the Security Register for the Securities
          of each series and such Person is referred to herein, with
          respect to such series, as the "SECURITY REGISTRAR".  Anything
          herein to the contrary notwithstanding, the Company may designate
          one or more of its offices as an office in which a register with
          respect to the Securities of one or more series, or any Tranche
          or Tranches thereof, shall be maintained, and the Company may
          designate itself the Security Registrar with respect to one or
          more of such series.  The Security Register shall be open for
          inspection by the Trustee and the Company at all reasonable
          times.

                    Except as otherwise specified as contemplated by
          Section 301 with respect to the Securities of any series, or any
          Tranche thereof, upon presentment for registration of transfer of
          any Security of such series or Tranche at the office or agency of
          the Company maintained pursuant to Section 502 in a Place of
          Payment for such series or Tranche, and further upon satisfaction
          of any conditions prescribed by applicable law, the Company shall
          execute, and the Trustee shall authenticate and deliver, in the
          name of the designated transferee or transferees, one or more new
          Securities of the same series and Tranche, of authorized
          denominations and of like tenor and aggregate principal amount.

                    Except as otherwise specified as contemplated by
          Section 301 with respect to the Securities of any series, or any
          Tranche thereof, any Security of such series or Tranche may be
          exchanged at the option of the Holder, for one or more new
          Securities of the same series and Tranche, of authorized
          denominations and of like tenor and aggregate principal amount,
          upon presentment of the Securities to be exchanged at any such
          office or agency.  Whenever any Securities are so presented for
          exchange, and upon satisfaction of any conditions prescribed by
          applicable law, the Company shall execute, and the Trustee shall
          authenticate and deliver, the Securities which the Holder making
          the exchange is entitled to receive.

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

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

                    Unless otherwise specified as contemplated by Section
          301 with respect to Securities of any series, or any Tranche
          thereof, no service charge shall be made for any registration of
          transfer or exchange of Securities, but the Company may require
          payment of a sum sufficient to cover any tax or other
          governmental charge that may be imposed in connection with any
          registration of transfer or exchange of Securities, other than
          exchanges pursuant to Section 304, 406 or 1106 not involving any
          transfer.

                    The Company shall not be required to execute or to
          provide for the registration of transfer of or the exchange of
          (a) Securities of any series, or any Tranche thereof, during a
          period of fifteen (15) days immediately preceding the date notice
          is to be given identifying the serial numbers of the Securities
          of such series or Tranche called for redemption or (b) any
          Security so selected for redemption in whole or in part, except
          the unredeemed portion of any Security being redeemed in part.

          SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

                    If there shall be delivered to the Company and the
          Trustee (a) evidence to their satisfaction of the ownership of
          and the destruction, loss or theft of any Security and (b) such
          security or indemnity as may be reasonably required by them to
          save each of them and any agent of either of them harmless, then,
          in the absence of notice to the Company or the Trustee that such
          Security is held by a Person deemed to be a protected purchaser
          under applicable law, the Company shall execute and the Trustee
          shall authenticate and deliver, in lieu of any such destroyed,
          lost or stolen Security, a new Security of the same series and
          Tranche, and of like tenor and principal amount and bearing a
          number not contemporaneously outstanding.

                    Notwithstanding the foregoing, in case any such
          mutilated, destroyed, lost or stolen Security has become or is
          about to become due and payable, the Company in its discretion
          may, but subject to compliance with the foregoing conditions,
          instead of issuing a new Security, pay such Security.

                    Upon the issuance of any new Security under this
          Section, 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 reasonable expenses (including
          the fees and expenses of the Trustee) connected therewith.

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

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

          SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                    Unless otherwise specified as contemplated by Section
          301 with respect to the Securities of any series, or any Tranche
          thereof, interest on any Security which is payable, and is
          punctually paid or duly provided for, on any Interest Payment
          Date shall be paid to the Person in whose name that Security (or
          one or more Predecessor Securities) is registered at the close of
          business on the Regular Record Date for such interest.

                    Any interest on any Security of any series which is
          payable, but is not punctually paid or duly provided for, on any
          Interest Payment Date, including without limitation interest the
          payment period for which has been extended as specified with
          respect to such series as contemplated by Section 301 (herein
          called "UNPAID INTEREST"), shall forthwith cease to be payable to
          the Holder on the related Regular Record Date by virtue of having
          been such Holder, and such Unpaid Interest may be paid by the
          Company, at its election in each case, as provided in clause (a)
          or (b) below:

                         (a)  The Company may elect to make payment of any
                    Unpaid Interest to the Persons in whose names the
                    Securities of such series (or their respective
                    Predecessor Securities) are registered at the close of
                    business on a date (herein called a "SPECIAL RECORD
                    DATE") for the payment of such Unpaid Interest, which
                    shall be fixed in the following manner.  The Company
                    shall notify the Trustee in writing of the amount of
                    Unpaid Interest proposed to be paid on each Security of
                    such series and the date of the proposed payment, and
                    at the same time the Company shall deposit with the
                    Trustee an amount of money equal to the aggregate
                    amount proposed to be paid in respect of such Unpaid
                    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 Unpaid Interest as in this clause provided. 
                    Thereupon the Trustee shall fix a Special Record Date
                    for the payment of such Unpaid Interest which shall be
                    not more than thirty (30) days and not less than ten
                    (10) days prior to the date of the proposed payment and
                    not less than twenty-five (25) 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, not less than fifteen (15) days
                    prior to such Special Record Date, cause notice of the
                    proposed payment of such Unpaid Interest and the
                    Special Record Date therefor to be mailed, first-class
                    postage prepaid, to each Holder of Securities of such
                    series at the address of such Holder as it appears in
                    the Security Register.  Notice of the proposed payment
                    of such Unpaid Interest and the Special Record Date
                    therefor having been so mailed, such Unpaid Interest
                    shall be paid to the Persons in whose names the
                    Securities of such series (or their respective
                    Predecessor Securities) are registered at the close of
                    business on such Special Record Date.

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

                    Subject to the foregoing provisions of this Section and
          Section 305, each Security delivered under this Indenture upon
          registration of transfer of or in exchange for or in lieu of any
          other Security shall carry the rights to interest accrued and
          unpaid, and to accrue, which were carried by such other Security.

          SECTION 308.  PERSONS DEEMED OWNERS.

                    Prior to the due presentment of any Security for
          registration of transfer, the Company, the Trustee and any agent
          of the Company or the Trustee may treat the Person in whose name
          any Security is registered as the absolute owner of such Security
          for the purpose of receiving payment of principal of and premium,
          if any, and (subject to Section 307) interest, if any, on such
          Security and for all other purposes whatsoever, whether or not
          such Security be overdue, and neither the Company, the Trustee
          nor any agent of the Company or the Trustee shall be affected by
          notice to the contrary.

          SECTION 309.  CANCELLATION BY SECURITY REGISTRAR.

                    All Securities presented for payment, redemption,
          registration of transfer or exchange shall, if presented to any
          Person other than the Security Registrar, be delivered to the
          Security Registrar and, if not theretofore canceled, shall be
          promptly canceled by the Security Registrar.  The Company may at
          any time deliver to the Security Registrar for cancellation any
          Securities previously authenticated and delivered hereunder which
          the Company may have acquired in any manner whatsoever or which
          the Company shall not have issued and sold, and all Securities so
          delivered shall be promptly canceled by the Security Registrar. 
          Unless by a Company Order the Company shall direct that canceled
          Securities be returned to it, all canceled Securities held by the
          Security Registrar shall be disposed of in accordance with the
          Security Registrar's customary procedures, and the Security
          Registrar shall promptly deliver a certificate of disposition to
          the Trustee and the Company.  The Security Registrar shall
          promptly deliver evidence of any cancellation of a Security in
          accordance with this Section 309 to the Trustee and the Company.

          SECTION 310.  COMPUTATION OF INTEREST.

                    Except as otherwise specified as contemplated by
          Section 301 for Securities of any series, or any Tranche thereof,
          interest on the Securities of each series shall be computed on
          the basis of a three hundred sixty (360) day year consisting of
          twelve (12) thirty (30) day months and, with respect to any
          period less than a full calendar month, on the basis of the
          actual number of days elapsed during such period.

          SECTION 311.  PAYMENT TO BE IN PROPER CURRENCY.

                    In the case of the Securities of any series, or any
          Tranche thereof, 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 301, the obligation of the Company to
          make any payment of the principal thereof, or the premium, if
          any, or interest, if any, 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 312.  DELIVERY OF CLASS A BONDS.

                    As contemplated in Section 303 and so long as the
          Collateral Release Date shall not have occurred, prior to the
          authentication and delivery by the Trustee of Securities of any
          series, the Company shall deliver to the Trustee, in addition to
          the documents with respect to the Securities of such series
          specified in Section 303,

                         (a)  Class A Bonds (i) maturing (or being subject
                    to mandatory redemption) on such dates and in such
                    principal amounts that, at each Stated Maturity of the
                    Securities of such series (or the Tranche thereof then
                    to be authenticated and delivered), there shall mature
                    (or be redeemed) Class A Bonds equal in principal
                    amount to the Securities of such series or Tranche then
                    to mature and (ii) containing, in addition to any
                    mandatory redemption provisions applicable to all Class
                    A Bonds Outstanding under the related Class A Mortgage
                    and any mandatory redemption provisions contained
                    therein pursuant to clause (i) above, mandatory
                    redemption provisions correlative to the provisions, if
                    any, for the mandatory redemption (pursuant to a
                    sinking fund or otherwise) of the Securities of such
                    series or Tranche or for the redemption thereof at the
                    option of the Holder; it being expressly understood
                    that such Class A Bonds (x) may, but need not, bear
                    interest, (y) may, but need not, contain provisions for
                    the redemption thereof at the option of the Company,
                    any such redemption to be made at a redemption price or
                    prices not less than the principal amount thereof and
                    (z) shall be held by the Trustee in accordance with
                    this Article.

                         (b)  an Opinion of Counsel to the effect that:

                              (i)  the form or forms of such Class A Bonds
                         have been duly authorized by the Company and have
                         been established in conformity with the provisions
                         of the related Class A Mortgage;

                              (ii) the terms of such Class A Bonds have
                         been duly authorized by the Company and have been
                         established in conformity with the provisions of
                         the related Class A Mortgage; and

                              (iii)  (A) such Class A Bonds have been duly
                         authenticated and delivered by the trustee under
                         the related Class A Mortgage and (B) when the
                         Securities to be authenticated and delivered on
                         the basis of the delivery to the Trustee of such
                         Class A Bonds shall have been authenticated and
                         delivered by the Trustee in accordance with this
                         Indenture and issued and delivered by the Company
                         in the manner and subject to any conditions
                         specified in such Opinion of Counsel, such Class A
                         Bonds will constitute valid obligations of the
                         Company, entitled to the benefit of the Lien of
                         such Class A Mortgage equally and ratably with all
                         other Class A Bonds then Outstanding under such
                         Class A Mortgage;

                    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
                    only once at or prior to the time of the first
                    authentication and delivery of such Securities and
                    that, in lieu of the opinions described in clauses (ii)
                    and (iii) above, counsel may opine that:

                              (x)  when the terms of such Class A Bonds
                         shall have been established in accordance with the
                         instrument or instruments creating the series of
                         which such Class A Bonds are a part, such terms
                         will have been duly authorized by the Company and
                         will have been established in conformity with the
                         provisions of the related Class A Mortgage; and/or

                              (y)  (A) either (1) such Class A Bonds have
                         been duly authenticated and delivered by the
                         trustee under the related Class A Mortgage or (2)
                         when such Class A Bonds shall have been
                         authenticated and delivered by the trustee under
                         the related Class A Mortgage in accordance with
                         the instrument or instruments creating the series
                         of which such Class A Bonds are a part, such Class
                         A Bonds will have been duly authenticated and
                         delivered under such Class A Mortgage and (B) when
                         such Class A Bonds shall have been issued and
                         delivered by the Company in the manner and subject
                         to any conditions specified in such Opinion of
                         Counsel, and when the Securities to be
                         authenticated and delivered on the basis of the
                         delivery to the Trustee of such Class A Bonds
                         shall have been authenticated and delivered by the
                         Trustee in accordance with this Indenture and
                         issued and delivered by the Company in the manner
                         and subject to any conditions specified in such
                         Opinion of Counsel, such Class A Bonds will
                         constitute valid obligations of the Company,
                         entitled to the benefit of the Lien of such Class
                         A Mortgage equally and ratably with all other
                         Class A Bonds then Outstanding under such Class A
                         Mortgage; and

                         (c)  an Expert's Certificate as to the fair value
                    of such Class A Bonds, except as otherwise provided in
                    Section 319(d).

                    Notwithstanding the foregoing, the Trustee shall not be
          entitled to receive Class A Bonds in connection with the
          authentication and delivery of Securities of any series or
          Tranche upon the surrender in exchange therefor of Outstanding
          Securities of another series or Tranche, of like tenor and
          aggregate principal amount, if and to the extent that the Trustee
          shall retain the Class A Bonds delivered to it in connection with
          the authentication and delivery of the Securities being
          surrendered, as contemplated in Section 315.

          SECTION 313.  REGISTRATION AND OWNERSHIP OF CLASS A BONDS.

                    Class A Bonds delivered to the Trustee pursuant to this
          Article shall be registered in the name of the Trustee or its
          nominee and shall be owned and held by the Trustee, subject to
          the provisions of this Indenture, for the benefit of the Holders
          of all Securities from time to time Outstanding, and the Company
          shall have no interest therein.  The Trustee shall be entitled to
          exercise all rights of securityholders under each Class A
          Mortgage either in its discretion or as otherwise provided in
          this Article or in Article Seven.

          SECTION 314.  PAYMENTS ON CLASS A BONDS.

                    (a)  Any payment by the Company of principal of or
          premium or interest on any Class A Bonds delivered to and held by
          the Trustee pursuant to this Article shall be applied by the
          Trustee to the payment of any principal, premium or interest, as
          the case may be, in respect of the Securities which is then due,
          and, to the extent of such application, the obligation of the
          Company hereunder to make such payment in respect of the
          Securities shall be deemed to have been satisfied and discharged.

                    If, at the time of any such payment of principal of
          Class A Bonds delivered to and held by the Trustee pursuant to
          this Article, there shall be no principal then due in respect of
          the Securities, such payment in respect of such Class A Bonds
          shall be held by the Trustee, in trust, and shall be applied to
          the payment of the principal of an equal principal amount of
          Securities at Maturity.

                    If, at the time of any such payment of premium or
          interest on Class A Bonds delivered to and held by the Trustee
          pursuant to this Article, there shall be no premium or interest,
          as the case may be, then due in respect of the Securities, such
          payment in respect of such Class A Bonds shall be remitted to the
          Company upon receipt by the Trustee of a Company Order requesting
          the same, together with an Officer's Certificate stating that no
          Event of Default has occurred and is continuing; provided,
          however, that, if an Event of Default shall have occurred and be
          continuing, such proceeds shall be held by the Trustee, in trust,
          until such Event of Default shall have been cured or waived.

                    (b)  Any payment by the Company hereunder of principal
          of or premium or interest on Securities which shall have been
          authenticated and delivered upon the basis of the delivery to the
          Trustee of Class A Bonds (other than by the application of the
          proceeds of a payment in respect of such Class A Bonds) shall, to
          the extent thereof, be deemed, for all purposes of this
          Indenture, to satisfy and discharge the obligation of the
          Company, if any, to make a payment of principal, premium or
          interest, as the case may be, in respect of such Class A Bonds
          which is then due.

                    (c)  The Trustee hereby waives notice of any redemption
          of Class A Bonds delivered to it pursuant to this Article.

          SECTION 315.  SURRENDER OF CLASS A BONDS.

                    At the time any Securities which shall have been
          authenticated and delivered on the basis of the delivery to the
          Trustee of Class A Bonds cease to be Outstanding (other than as a
          result of the application of the proceeds of the payment or
          redemption of such Class A Bonds), the Trustee shall surrender
          to, or upon the order of, the Company an equal principal amount
          of such Class A Bonds upon receipt by the Trustee of:

                         (a)  a Company Order requesting the surrender of
                    such Class A Bonds; and 

                         (b)  an Expert's Certificate as to the fair value
                    of such Class A Bonds, except as otherwise provided in
                    Section 319(d).

                    Notwithstanding the foregoing, in the event that
          Outstanding Securities of any series or Tranche are surrendered
          in exchange for Securities of another series or Tranche, of like
          tenor and aggregate principal amount, the Trustee shall retain
          the Class A Bonds delivered in connection with the authentication
          and delivery of the Securities being surrendered unless the
          Company, at its election, shall tender new Class A Bonds in
          substitution therefor.

          SECTION 316.  NO TRANSFER OF CLASS A BONDS.

                    Anything in this Indenture to the contrary
          notwithstanding, the Trustee shall not sell, assign or otherwise
          transfer any Class A Bonds delivered to and held by it pursuant
          to this Article except to a successor trustee under this
          Indenture and except as provided in Section 315.  The Company may
          take such actions as it shall deem necessary, desirable or
          appropriate to effect compliance with such restrictions on
          transfer, including the placing of a legend on each such Class A
          Bond and the issuance of stop-transfer instructions to the
          trustee under the related Class A Mortgage or any other transfer
          agent thereunder.

          SECTION 317.  VOTING OF CLASS A BONDS.

                    The Trustee shall, as the holder of Class A Bonds
          delivered to and held by it pursuant to Sections 312 and 313,
          attend such meeting or meetings of bondholders under each Class A
          Mortgage or, at its option, deliver its proxy in connection
          therewith, as relate to matters with respect to which it, as such
          holder, is entitled to vote or consent.  The Trustee, as  such
          holder of Class A Bonds Outstanding under any Class A Mortgage,
          shall be deemed to have voted in favor of, and/or to have
          consented to, such amendments to such Class A Mortgage, if any,
          as shall be set forth in the instrument or instruments
          establishing such Class A Bonds.  As to all other matters arising
          under such Class A Mortgage, so long as no Event of Default
          hereunder shall have occurred and be continuing, either at any
          such meeting or meetings, or otherwise when the consent of the
          holders of the Class A Bonds Outstanding under such Class A
          Mortgage is sought without a meeting, the Trustee shall vote as
          holder of Class A Bonds delivered to and held by it pursuant to
          this Article which were delivered under such Class A Mortgage, or
          shall consent with respect thereto, proportionately with the vote
          or consent of the holders of all other Class A Bonds Outstanding
          under such Class A Mortgage the holders of which are eligible to
          vote or consent, as indicated in a Class A Bondholder's
          Certificate delivered to the Trustee; provided, however, that the
          Trustee shall not so vote in favor of, or so consent to, any
          amendment or modification of a Class A Mortgage which, if it were
          an amendment or modification of this Indenture, would require the
          consent of Holders, without the prior consent, obtained in the
          manner prescribed in Section 1102, of Holders of Securities which
          would be required under said Section 1102 for such an amendment
          or modification of this Indenture.

                    For purposes of this Section, "CLASS A BONDHOLDER'S
          CERTIFICATE" means a certificate signed by the temporary
          chairman, the temporary secretary, the permanent chairman, the
          permanent secretary, or an inspector of votes at any meeting or
          meetings of bondholders under a Class A Mortgage, or by the
          trustee under such Class A Mortgage in the case of consents of
          such bondholders which are sought without a meeting, which states
          what the signer thereof reasonably believes will be the
          proportionate votes or consents of the holders of all Class A
          Bonds (other than the Class A Bonds delivered to and held by the
          Trustee pursuant to this Article) outstanding under such Class A
          Mortgage and counted for the purposes of determining whether such
          bondholders have approved or consented to the matter put before
          them.

          SECTION 318.  DISCHARGE OF CLASS A MORTGAGES.

                    The Trustee shall surrender for cancellation to the
          trustee under any Class A Mortgage all Class A Bonds delivered to
          and then held by it pursuant to this Article which were delivered
          under such Class A Mortgage upon receipt by the Trustee of:

                         (a)  a Company Order requesting such surrender for
                    cancellation of such Class A Bonds;

                         (b)  an Officer's Certificate to the effect that
                    no Class A Bonds are Outstanding under such Class A
                    Mortgage other than Class A Bonds delivered to and held
                    by the Trustee pursuant to this Article and that
                    promptly upon such surrender such Class A Mortgage will
                    be satisfied and discharged pursuant to the terms
                    thereof;

                         (c)  an Expert's Certificate as to the fair value
                    of such Class A Bonds to be so surrendered, except as
                    otherwise provided in Section 319(d); and

                         (d)  if, at the time of such surrender, any Class
                    A Bonds shall be Outstanding under another Class A
                    Mortgage, 

                              (i)  Class A Bonds authenticated and
                         delivered under such other Class A Mortgage in the
                         same aggregate principal amount or amounts,
                         bearing interest at the same rate or rates and
                         having the same Stated Maturity or Maturities as
                         the Class A Bonds to be surrendered; 

                              (ii) an Expert's Certificate as to the fair
                         value of such Class A Bonds so delivered, except
                         as otherwise provided in Section 319(d); and 

                              (iii)     an Opinion of Counsel

                                   (A) to the effect that, upon
                              satisfaction and discharge of the Class A
                              Mortgage under which the Class A Bonds to be
                              so surrendered were authenticated and
                              delivered, the Lien of such other Class A
                              Mortgage on the property formerly subject to
                              the Lien of such Class A Mortgage to be
                              satisfied and discharged will be subject to
                              no Lien except the Lien of such other Class A
                              Mortgage and other Liens of the character
                              permitted to exist or to be thereafter
                              created under such Class A Mortgage to be
                              satisfied and discharged; and

                                   (B)  to the effect set forth in clause
                              (b) of Section 312 with respect to such Class
                              A Bonds so authenticated and delivered under
                              such other Class A Mortgage and delivered to
                              the Trustee; or

                         (e)  if, at the time of such surrender, there is
                    no other Class A Mortgage in effect,

                              (i)  an Officer's Certificate to the effect
                         that upon such satisfaction and discharge, the
                         Company will be in compliance with the covenant
                         contained in Section 508; and

                              (ii) an Opinion of Counsel to the effect
                         that, upon satisfaction and discharge of such
                         Class A Mortgage, the property formerly subject to
                         the Lien of such Class A Mortgage will be subject
                         to no Lien which secures Secured Debt other than
                         Permitted Secured Debt.

          SECTION 319.  EXPERTS' CERTIFICATES.

                    (a)  Each Expert's Certificate as to the fair value to
          the Company of Class A Bonds delivered to the Trustee pursuant to
          Section 312 or 318, or as to the fair value of Class A Bonds to
          be surrendered pursuant to Section 315 or 318, shall be made by
          an Independent Expert if the fair value to the Company of such
          Class A Bonds so delivered and of all other Class A Bonds so
          delivered, or the fair value of the Class A Bonds to be so
          surrendered and of all other Class A Bonds so surrendered, as the
          case may be, since the commencement of the then current calendar
          year, as set forth in the certificates required by this
          Indenture, is ten percentum (10%) or more of the aggregate
          principal amount of the Securities at the time Outstanding; but
          such Expert's Certificate shall not be required to be made by an
          Independent Expert in the case of any delivery or surrender of
          Class A Bonds if the fair value to the Company thereof or the
          fair value thereof, as the case may be, and as set forth in the
          certificates required by this Indenture, is less than Twenty-five
          Thousand Dollars ($25,000) or less than one percentum (1%) of the
          aggregate principal amount of the Securities at the time
          Outstanding.

                    (b)  Each Expert's Certificate with respect to the fair
          value of Class A Bonds being surrendered shall state that, in the
          opinion of the signer, such surrender will not impair the
          security under this Indenture in contravention of the provisions
          hereof; it being understood, however, that no surrender of Class
          A Bonds effected in accordance with the provisions, and in
          compliance with the conditions, set forth in this Article and in
          Sections 102 and 103 shall be deemed to impair the security of
          this Indenture in contravention of any provision hereof.

                    (c)  In assessing the fair value to the Company or the
          fair value, as the case may be, of any Class A Bond, an Expert
          may consider, among other things, (i) the principal amount and
          remaining term to Stated Maturity of, the interest rate, if any,
          on and the redemption provisions contained in such Class A Bond,
          (ii) the creditworthiness of the Company, including the effect,
          if any, of the prospective delivery or surrender of such Class A
          Bonds on the ratings assigned to the Securities by nationally
          recognized statistical rating organizations, (iii) prevailing
          economic and market conditions, (iv) the restrictions on the
          transfer of such Class A Bond contained in Section 316, (v)
          whether or not, at the time of such assessment, the obligations
          of the Company in respect of such Class A Bond shall, under the
          provisions of the related Class A Mortgage or under the
          provisions of this Indenture, or both, be deemed to have been
          satisfied and discharged, (vi) the effect, if any, of the
          prospective delivery or surrender of such Class A Bond on the
          nature and extent of the security and/or protection available to
          the Holders under this Indenture and (vii) any other relevant
          factors.

                    (d)  Anything in this Indenture to the contrary
          notwithstanding, the Company shall not be required to deliver any
          Expert's Certificate pursuant to Section 312, 315 or 318 if, in
          any particular case, the Company shall have delivered to the
          Trustee an Opinion of Counsel to the effect that the Expert's
          Certificate otherwise required to be delivered shall not, in such
          case, be required by the Trust Indenture Act.


                                     ARTICLE FOUR

                               REDEMPTION OF SECURITIES

          SECTION 401.  APPLICABILITY OF ARTICLE.

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

          SECTION 402.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                    The election of the Company to redeem any Securities
          shall be evidenced by a Board Resolution or an Officer's
          Certificate.  The Company shall, at least forty-five (45) days
          prior to the Redemption Date fixed by the Company (unless a
          shorter notice shall be satisfactory to the Trustee), notify the
          Trustee in writing of such Redemption Date and of the principal
          amount of such Securities to be redeemed.  In the case of any
          redemption of Securities (a) prior to the expiration of any
          restriction on such redemption provided in the terms of such
          Securities or elsewhere in this Indenture or (b) pursuant to an
          election of the Company which is subject to a condition specified
          in the terms of such Securities, the Company shall furnish the
          Trustee with an Officer's Certificate evidencing compliance with
          such restriction or condition.

          SECTION 403.  SELECTION OF SECURITIES TO BE REDEEMED.

                    If less than all the Securities of any series, or any
          Tranche thereof, are to be redeemed, the particular Securities to
          be redeemed shall be selected by the Security Registrar from the
          Outstanding Securities of such series or Tranche not previously
          called for redemption, by such method as shall be provided for
          any particular series or Tranche, or, in the absence of any such
          provision, by such method of random selection as the Security
          Registrar shall deem fair and appropriate and which may, in any
          case, provide for the selection for redemption of portions (in
          any authorized denomination for Securities of such series or
          Tranche) of the principal amount of Securities of such series or
          Tranche having a denomination larger than the minimum authorized
          denomination for Securities of such series or Tranche; provided,
          however, that if, as indicated in an Officer's Certificate, the
          Company shall have offered to purchase all or any principal
          amount of the Securities then Outstanding of any series, or any
          Tranche thereof, and less than all of such Securities as to which
          such offer was made shall have been tendered to the Company for
          such purchase, the Security Registrar, if so directed by Company
          Order, shall select for redemption all or any principal amount of
          such Securities which have not been so tendered.

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

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

          SECTION 404.  NOTICE OF REDEMPTION.

                    Notice of redemption shall be given in the manner
          provided in Section 106 to the Holders of the Securities to be
          redeemed not less than thirty (30) nor more than sixty (60) days
          prior to the Redemption Date.

                    All notices of redemption shall state:

                         (a)  the Redemption Date,

                         (b)  the Redemption Price,

                         (c)  if less than all the Securities of any series
                    or Tranche are to be redeemed, the identification of
                    the particular Securities to be redeemed and the
                    portion of the principal amount of any Security to be
                    redeemed in part,

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

                         (e)  the place or places where such Securities are
                    to be surrendered for payment of the Redemption Price
                    and accrued interest, if any, unless it shall have been
                    specified as contemplated by Section 301 with respect
                    to such Securities that such surrender shall not be
                    required,

                         (f)  that the redemption is for a sinking or other
                    fund, if such is the case, and

                         (g)  such other matters as the Company shall deem
                    desirable or appropriate.

                    With respect to any notice of redemption of Securities
          at the election of the Company, unless, upon the giving of such
          notice, such Securities shall be deemed to have been paid in
          accordance with Section 601, such notice may state that such
          redemption shall be conditional upon the receipt by the Paying
          Agent or Agents for such Securities, on or prior to the date
          fixed for such redemption, of money sufficient to pay the
          principal of and premium, if any, and interest, if any, on such
          Securities and that if such money shall not have been so received
          such notice shall be of no force or effect and the Company shall
          not be required to redeem such Securities.  In the event that
          such notice of redemption contains such a condition and such
          money is not so received, the redemption shall not be made and
          within a reasonable time thereafter notice shall be given, in the
          manner in which the notice of redemption was given, that such
          money was not so received and such redemption was not required to
          be made, and the Paying Agent or Agents for the Securities
          otherwise to have been redeemed shall promptly return to the
          Holders thereof any of such Securities which had been surrendered
          for payment upon such redemption.

                    Notice of redemption of Securities to be redeemed at
          the election of the Company, and any notice of non-satisfaction
          of a condition for redemption as aforesaid, shall be given by the
          Company or, upon Company Request, by the Security Registrar in
          the name and at the expense of the Company.  Notice of mandatory
          redemption of Securities shall be given by the Security Registrar
          in the name and at the expense of the Company.

          SECTION 405.  SECURITIES PAYABLE ON REDEMPTION DATE.

                    Notice of redemption having been given as aforesaid,
          and the conditions, if any, set forth in such notice having been
          satisfied, the Securities or portions thereof so to be redeemed
          shall, on the Redemption Date, become due and payable at the
          Redemption Price therein specified, and from and after such date
          (unless, in the case of an unconditional notice of redemption,
          the Company shall default in the payment of the Redemption Price
          and accrued interest, if any) such Securities or portions
          thereof, if interest-bearing, shall cease to bear interest.  Upon
          surrender of any such Security for redemption in accordance with
          such notice, such Security or portion thereof shall be paid by
          the Company at the Redemption Price, together with accrued
          interest, if any, to the Redemption Date; provided, however, that
          no such surrender shall be a condition to such payment if so
          specified as contemplated by Section 301 with respect to such
          Security; and provided, further, that, except as otherwise
          specified as contemplated by Section 301 with respect to such
          Security, any installment of interest on any Security the Stated
          Maturity of which installment is on or prior to the Redemption
          Date shall be payable to the Holder of such Security, or one or
          more Predecessor Securities, registered as such at the close of
          business on the related Regular Record Date according to the
          terms of such Security and subject to the provisions of Section
          307.

          SECTION 406.  SECURITIES REDEEMED IN PART.

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


                                     ARTICLE FIVE

                                      COVENANTS

          SECTION 501.  PAYMENT OF SECURITIES.

                    The Company shall pay the principal of and premium, if
          any, and interest, if any, on the Securities of each series in
          accordance with the terms of such Securities and this Indenture.

          SECTION 502.  MAINTENANCE OF OFFICE OR AGENCY.

                    The Company shall maintain in each Place of Payment for
          the Securities of each series, or any Tranche thereof, an office
          or agency where payment of such Securities shall be made, where
          the registration of transfer or exchange of such Securities may
          be effected and where notices and demands to or upon the Company
          in respect of such Securities and this Indenture may be served. 
          The Company shall give prompt written notice to the Trustee of
          the location, and any change in the location, of each such office
          or agency and prompt notice to the Holders of any such change in
          the manner specified in Section 106.  If at any time the Company
          shall fail to maintain any such required office or agency in
          respect of Securities of any series, or any Tranche thereof, or
          shall fail to furnish the Trustee with the address thereof,
          payment of such Securities shall be made, registration of
          transfer or exchange thereof may be effected and notices and
          demands in respect thereof may be served at the Corporate Trust
          Office of the Trustee, and the Company hereby appoints the
          Trustee as its agent for all such purposes in any such event.

                    The Company may also from time to time designate one or
          more other offices or agencies with respect to the Securities of
          one or more series, or any Tranche thereof, for any or all of the
          foregoing purposes and may from time to time rescind such
          designations; provided, however, that, unless otherwise specified
          as contemplated by Section 301 with respect to the Securities of
          such series or Tranche, no such designation or rescission shall
          in any manner relieve the Company of its obligation to maintain
          an office or agency for such purposes in each Place of Payment
          for such Securities in accordance with the requirements set forth
          above.  The Company shall give prompt written notice to the
          Trustee, and prompt notice to the Holders in the manner specified
          in Section 106, of any such designation or rescission and of any
          change in the location of any such other office or agency.

                    Anything herein to the contrary notwithstanding, any
          office or agency required by this Section may be maintained at an
          office of the Company, in which event the Company shall perform
          all functions to be performed at such office or agency.

          SECTION 503.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

                    Whenever the Company shall have one or more Paying
          Agents for the Securities of any series, or any Tranche thereof,
          it shall, on or before each due date of the principal of and
          premium, if any, and interest, if any, on such Securities,
          deposit with such Paying Agents sums sufficient (without
          duplication) to pay the principal and premium or interest so
          becoming due, such sums 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 shall
          promptly notify the Trustee of any failure by it so to act.

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

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

                         (b)  give the Trustee notice of any failure by the
                    Company (or any other obligor upon such Securities) to
                    make any payment of principal of or premium, if any, or
                    interest, if any, on such Securities; and 

                         (c)  at any time during the continuance of any
                    such failure, upon the written request of the Trustee,
                    forthwith pay to the Trustee all sums so held in trust
                    by such Paying Agent and furnish to the Trustee such
                    information as it possesses regarding the names and
                    addresses of the Persons entitled to such sums.

                    The Company may at any time pay, or by Company Order
          direct any Paying Agent to pay, to the Trustee all sums held in
          trust by the Company or such Paying Agent, such sums to be held
          by the Trustee upon the same trusts as those upon which such sums
          were held by the Company or such Paying Agent and, if so stated
          in a Company Order delivered to the Trustee, in accordance with
          the provisions of Article Six; 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.

                    Any money deposited with the Trustee or any Paying
          Agent, or then held by the Company, in trust for the payment of
          the principal of and premium, if any, or interest, if any, on any
          Security and remaining unclaimed for two years after such
          principal and premium, if any, or interest, if any, has become
          due and payable shall be paid to the Company on Company Request,
          or, if then held by the Company, shall be discharged from such
          trust; and, upon such payment or discharge, the Holder of such
          Security shall, as an unsecured general creditor and not as the
          Holder of an Outstanding Security, look only to the Company for
          payment of the amount so due and payable and remaining unpaid,
          and all liability of the Trustee or such Paying Agent with
          respect to such trust money, and all liability of the Company as
          trustee thereof, shall thereupon cease; provided, however, that
          the Trustee or such Paying Agent, before being required to make
          any such payment to the Company, may at the expense of the
          Company cause to be mailed, on one occasion only, notice to such
          Holder that such money remains unclaimed and that, after a date
          specified therein, which shall not be less than thirty (30) days
          from the date of such mailing, any unclaimed balance of such
          money then remaining will be paid to the Company.

          SECTION 504.  CORPORATE EXISTENCE.

                    Subject to the rights of the Company under Article Ten,
          the Company shall do or cause to be done all things necessary to
          preserve and keep its corporate existence in full force and
          effect.

          SECTION 505.  MAINTENANCE OF PROPERTIES.

                    The Company shall cause (or, with respect to property
          owned in common with others, make reasonable effort to cause) all
          its properties used or useful in the conduct of its businesses,
          considered as a whole, to be maintained and kept in good
          condition, repair and working order and shall cause (or, with
          respect to property owned in common with others, make reasonable
          effort to cause) to be made such repairs, renewals, replacements,
          betterments and improvements thereof, as, in the judgment of the
          Company, may be necessary in order that the operation of such
          properties, considered as a whole, may be conducted in accordance
          with common industry practice; provided, however, that nothing in
          this Section shall prevent the Company from discontinuing, or
          causing the discontinuance of, the operation and maintenance of
          any of its properties; and provided, further, that nothing in
          this Section shall prevent the Company from selling, transferring
          or otherwise disposing of, or causing the sale, transfer or other
          disposition of, any of its properties.

          SECTION 506.  WAIVER OF CERTAIN COVENANTS.

                    The Company may omit in any particular instance to
          comply with any term, provision or condition set forth in

                         (a)  any covenant or restriction specified with
                    respect to the Securities of any one or more series, or
                    any Tranche or Tranches thereof, as contemplated by
                    Section 301 if before the time for such compliance the
                    Holders of a majority in aggregate principal amount of
                    the Outstanding Securities of all series and Tranches
                    with respect to which compliance with such covenant or
                    restriction is to be omitted, considered as one class,
                    shall, by Act of such Holders, either waive such
                    compliance in such instance or generally waive
                    compliance with such term, provision or condition;
                    provided, however, that no such waiver shall be
                    effective as to any matters contemplated in clause (a),
                    (b) or (c) in Section 1102 without consent of the
                    Holders specified in such Section; and

                         (b)  Section 504 or 505 or Article Ten if before
                    the time for such compliance the Holders of a majority
                    in principal amount of Securities Outstanding under
                    this Indenture shall, by Act of such Holders, either
                    waive such compliance in such instance or generally
                    waive compliance with such term, provision or
                    condition;

          but, in either case, no such waiver shall extend to or affect
          such term, provision or condition except to the extent so
          expressly waived, and, until such waiver shall become effective,
          the obligations of the Company and the duties of the Trustee in
          respect of any such term, provision or condition shall remain in
          full force and effect.

          SECTION 507.  ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE. 

                    Not later than December 1 in each year, commencing
          December 1, 1998, the Company shall deliver to the Trustee an
          Officer's Certificate which need not comply with Section 102,
          executed by the principal executive officer, the principal
          financial officer or the principal accounting officer of the
          Company, as to such officer's knowledge of the Company's
          compliance with all conditions and covenants under this
          Indenture, such compliance to be determined without regard to any
          period of grace or requirement of notice under this Indenture.

          SECTION 508.  LIMITATION ON SECURED DEBT.

                    (a)  On and after the Collateral Release Date and so
          long as any Securities shall remain Outstanding, the Company
          shall not create, issue, incur or assume any Secured Debt other
          than Permitted Secured Debt without the consent of the Holders of
          a majority in principal amount of the Outstanding Securities of
          all series and Tranches, considered as one class.

                    (b)  the provisions of clause (a) above shall not
          prohibit the creation, issuance, incurrence or assumption of any
          Secured Debt if either

                         (i)  the Company shall make effective provision
                    whereby all Securities then Outstanding shall be
                    secured equally and ratably with such Secured Debt; or

                         (ii) the Company shall deliver to the Trustee
                    bonds, notes or other evidences of indebtedness secured
                    by the Lien which secures such Secured Debt
                    (hereinafter called "Secured Obligations") (A) in an
                    aggregate principal amount equal to the aggregate
                    principal amount of the  Securities then Outstanding,
                    (B) maturing (or being subject to mandatory redemption)
                    on such dates and in such principal amounts that, at
                    each Stated Maturity of the Outstanding  Securities,
                    there shall mature (or be redeemed) Secured Obligations
                    equal in principal amount to the Securities then to
                    mature and (C) containing, in addition to any mandatory
                    redemption provisions applicable to all Secured
                    Obligations outstanding under such Lien and any
                    mandatory redemption provisions contained therein
                    pursuant to clause (B) above, mandatory redemption
                    provisions correlative to the provisions, if any, for
                    the mandatory redemption (pursuant to a sinking fund or
                    otherwise) of the  Securities or for the redemption
                    thereof at the option of the Holder, as well as a
                    provision for mandatory redemption upon an acceleration
                    of the maturity of all Outstanding  Securities
                    following an Event of Default (such mandatory
                    redemption to be rescinded upon the rescission of such
                    acceleration); it being expressly understood that such
                    Secured Obligations (X) may, but need not, bear
                    interest, (Y) may, but need not, contain provisions for
                    the redemption thereof at the option of the issuer, any
                    such redemption to be made at a redemption price or
                    prices not less than the principal amount thereof and
                    (Z) shall be held by the Trustee for the benefit of the
                    Holders of all  Securities from time to time
                    Outstanding subject to such terms and conditions
                    relating to surrender to the Company, transfer
                    restrictions, voting, application of payments of
                    principal and interest and other matters as shall be
                    set forth in an indenture supplemental hereto
                    specifically providing for the delivery to the Trustee
                    of such Secured Obligations.

                    (c)  If the Company shall elect either of the
          alternatives described in clause (b) above, the Company shall
          deliver to the Trustee:

                         (i)  an indenture supplemental to the Indenture
                    (A) together with appropriate inter-creditor
                    arrangements, whereby all Securities then Outstanding
                    shall be secured by the Lien referred to in clause (b)
                    above equally and ratably with all other indebtedness
                    secured by such Lien or (B) providing for the delivery
                    to the Trustee of Secured Obligations;

                         (ii) an Officer's Certificate (A) stating that, to
                    the knowledge of the signer, (1) no Event of Default
                    has occurred and is continuing and (2) no event has
                    occurred and is continuing which entitles the secured
                    party under such Lien to accelerate the maturity of the
                    indebtedness outstanding thereunder and (B) stating the
                    aggregate principal amount of indebtedness issuable,
                    and then proposed to be issued, under and secured by
                    such Lien;

                         (iii)  an Opinion of Counsel (A) if the Securities
                    then Outstanding are to be secured by such Lien, to the
                    effect that all such Securities then Outstanding are
                    entitled to the benefit of such Lien equally and
                    ratably with all other indebtedness outstanding under
                    such Lien or (B) if Secured Obligations are to be
                    delivered to the Trustee, to the effect that such
                    Secured Obligations have been duly issued under such
                    Lien and constitute valid obligations, entitled to the
                    benefit of such Lien equally and ratably with all other
                    indebtedness then outstanding under such Lien.

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

                    "CONSOLIDATED TANGIBLE NET WORTH" means (i) common
               stock equity minus (ii) the aggregate amount of all
               intangible assets (other than intangible assets the cost of
               which is expected by the Company to be recovered through
               revenues from the sale of electrical capacity and/or energy
               or the provision of related services), in each case as shown
               on the consolidated balance sheet of the Company and its
               consolidated subsidiaries, all as determined in accordance
               with generally accepted accounting principles as applied to
               entities conducting the same businesses as the Company.

                    "DEBT", with respect to any Person, means (i)
               indebtedness of such Person for borrowed money evidenced by
               a bond, debenture, note or other written instrument or
               agreement by which such Person is obligated to repay such
               borrowed money and (ii) any guaranty by such Person of any
               such indebtedness of another Person.  "Debt" does not
               include, among other things, (x) indebtedness of such Person
               under any installment sale or conditional sale agreement or
               any other agreement relating to indebtedness for the
               deferred purchase price of property or services, (y)
               obligations of such Person under any lease agreement
               (including any lease intended as security), whether or not
               such obligations are required to be capitalized on the
               balance sheet of such Person under generally accepted
               accounting principles, or (z) liabilities secured by any
               Lien on any property owned by such Person if and to the
               extent that such Person has not assumed or otherwise become
               liable for the payment thereof.

                    "EXCEPTED PROPERTY" means:

                    (i)  all cash on hand or in banks or other financial
               institutions, deposit accounts, shares of stock, interests
               in general or limited partnerships, bonds, notes, other
               evidences of indebtedness and other securities, of
               whatsoever kind and nature, not hereafter paid or delivered
               to, deposited with or held by the Trustee hereunder or
               required so to be; 

                    (ii) all contracts, leases, operating agreements and
               other agreements of whatsoever kind and nature; all contract
               rights, bills, notes and other instruments and chattel paper
               (except to the extent that any of the same constitute
               securities, in which case they are separately excepted under
               clause (i) above); all revenues, income and earnings, all
               accounts, accounts receivable and unbilled revenues, and all
               rents, tolls, issues, products and profits, claims, credits,
               demands and judgments; all governmental and other licenses,
               permits, franchises, consents and allowances; and all
               patents, patent licenses and other patent rights, patent
               applications, trade names, trademarks, copyrights, claims,
               credits, choses in action and other intangible property and
               general intangibles including, but not limited to, computer
               software;

                    (iii)     all automobiles, buses, trucks, truck cranes,
               tractors, trailers and similar vehicles and movable
               equipment; all rolling stock, rail cars and other railroad
               equipment; all vessels, boats, barges and other marine
               equipment; all airplanes, helicopters, aircraft engines and
               other flight equipment; all parts, accessories and supplies
               used in connection with any of the foregoing; and all
               personal property of such character that the perfection of a
               security interest therein or other Lien thereon is not
               governed by the Uniform Commercial Code as in effect in the
               jurisdiction in which such property is located;

                    (iv) all goods, stock in trade, wares, merchandise and
               inventory held for the purpose of sale or lease in the
               ordinary course of business; all materials, supplies,
               inventory and other items of personal property which are
               consumable (otherwise than by ordinary wear and tear) in
               their use in the operation of any property of the Company;
               all fuel, including nuclear fuel, whether or not any such
               fuel is in a form consumable in the operation of any
               property of the Company, including separate components of
               any fuel in the forms in which such components exist at any
               time before, during or after the period of the use thereof
               as fuel; all hand and other portable tools and equipment;
               all furniture and furnishings; and computers and data
               processing, data storage, data transmission,
               telecommunications and other facilities, equipment and
               apparatus, which, in any case, are used primarily for
               administrative or clerical purposes or are otherwise not
               necessary for the operation or maintenance of the
               facilities, machinery, equipment or fixtures of the Company
               for (A) the generation, transmission or distribution of
               electric energy, (B) the transmission, storage or
               distribution of gas or (C) the appropriation, storage,
               transmission or distribution of water;

                    (v)  all coal, ore, gas, oil and other minerals and all
               timber, and all rights and interests in any of the
               foregoing, whether or not such minerals or timber shall have
               been mined or extracted or otherwise separated from the
               land; and all electric energy, gas (natural or artificial),
               steam, water and other products generated, produced,
               manufactured, purchased or otherwise acquired by the
               Company;

                    (vi) all real property, leaseholds, gas rights, wells,
               gathering, tap or other pipe lines, or facilities, equipment
               or apparatus, in any case used or to be used primarily for
               the production or gathering of natural gas; and 

                    (vii)     all property which is the subject of a lease
               agreement designating the Company as lessee and all right,
               title and interest of the Company in and to such property
               and in, to and under such lease agreement, whether or not
               such lease agreement is intended as security.

                    "LIEN" means any mortgage, deed of trust, pledge,
               security interest, conditional sale or other title retention
               agreement or any lease in the nature thereof.

                    "PERMITTED SECURED DEBT" means, as of any particular
               time, any of the following:

                    (i)  Secured Debt which matures less than one year from
               the date of the issuance or incurrence thereof and is not
               extendible at the option of the issuer; and any refundings,
               refinancings and/or replacements of any such Secured Debt by
               or with similar Secured Debt;

                    (ii)  Secured Debt secured by Purchase Money Liens or
               any other Liens existing or placed upon property at the time
               of, or within one hundred eighty (180) days after, the
               acquisition thereof by the Company, and any refundings,
               refinancings and/or replacements of any such Secured Debt;
               provided, however, that no such Purchase Money Lien or other
               Lien shall extend to or cover any property of the Company
               other than (A) the property so acquired and improvements,
               extensions and additions to such property and renewals,
               replacements and substitutions of or for such property or
               any part or parts thereof and (B) with respect to Purchase
               Money Liens, other property subsequently acquired by the
               Company; 

                    (iii)  Secured Debt relating to governmental
               obligations the interest on which is not included in gross
               income for purposes of federal income taxation pursuant to
               Section 103 of the Internal Revenue Code of 1986, as amended
               (or any successor provision of law), for the purpose of
               financing or refinancing, in whole or in part, costs of
               acquisition or construction of property to be used by the
               Company, to the extent that the Lien which secures such
               Secured Debt is required either by applicable law or by the
               issuer of such governmental obligations or is otherwise
               necessary in order to establish or maintain such exclusion
               from gross income; and any refundings, refinancings and/or
               replacements of any such Secured Debt by or with similar
               Secured Debt;

                    (iv) Secured Debt (A) which is related to the
               construction or acquisition of property not previously owned
               by the Company or (B) which is related to the financing of a
               project involving the development or expansion of property
               of the Company and (C) in either case, the obligee in
               respect of which has no recourse to the Company or any
               property of the Company other than the property constructed
               or acquired with the proceeds of such transaction or the
               project financed with the proceeds of such transaction (or
               the proceeds of such property or such project); and any
               refundings, refinancings and/or replacements of any such
               Secured Debt by or with Secured Debt described in clause (C)
               above;

                    (v)  Secured Debt permitted under clause (b) above; and

                    (vi)  in addition to the Permitted Secured Debt
               described in clauses (i) through (v) above, Secured Debt not
               otherwise permitted in this clause (c) in an aggregate
               principal amount not exceeding 10% of the Consolidated
               Tangible Net Worth of the Company and its consolidated
               subsidiaries, as shown on the latest balance sheet of the
               Company and its consolidated subsidiaries, audited by
               independent certified public accountants, dated prior to the
               date of the creation, issuance, incurrence or  assumption of
               such Secured Debt.

                    "PURCHASE MONEY LIEN" means, with respect to any
               property being acquired by the Company, a Lien on such
               property which

                    (i) is taken or retained by the transferor of such
               property to secure all or part of the purchase price
               thereof;

                    (ii) is granted to one or more Persons other than the
               transferor which, by making advances or incurring an
               obligation, give value to enable the grantor of such Lien to
               acquire rights in or the use of such property; 

                    (iii) is held by a trustee or agent for the benefit of
               one or more Persons described in clause (i) or (ii) above,
               provided that such Lien may be held, in addition, for the
               benefit of one or more other Persons which shall have
               theretofore given, or may thereafter give, value to or for
               the benefit or account of the grantor of such Lien for one
               or more other purposes; or

                    (iv) otherwise constitutes a purchase money mortgage or
               a purchase money security interest under applicable law;

               and, without limiting the generality of the foregoing, for
               purposes of this Indenture, the term Purchase Money Lien
               shall be deemed to include any Lien described above whether
               or not such Lien (A) shall permit the issuance or other
               incurrence of additional indebtedness secured by such Lien
               on such property, (B) shall permit the subjection to such
               Lien of additional property and the issuance or other
               incurrence of additional indebtedness on the basis thereof
               and/or (C) shall have been granted prior to the acquisition
               of such property, shall attach to or otherwise cover
               property other than the property being acquired and/or shall
               secure obligations issued prior and/or subsequent to the
               issuance of the obligations delivered in connection with
               such acquisition.

                    "SECURED DEBT", with respect to any Person, means Debt
               created, issued, incurred or assumed by such Person which is
               secured by a Lien upon any property (other than Excepted
               Property) of the Company, real, personal or mixed, of
               whatever kind or nature and wherever located, whether owned
               at the date of the initial authentication and delivery of
               Securities hereunder, or thereafter acquired.


                                     ARTICLE SIX

                              SATISFACTION AND DISCHARGE

          SECTION 601.  SATISFACTION AND DISCHARGE OF SECURITIES.

                    Any Security or Securities, or any portion of the
          principal amount thereof, shall be deemed to have been paid for
          all purposes of this Indenture, and the entire indebtedness of
          the Company in respect thereof shall be satisfied and discharged,
          if there shall have been irrevocably deposited with the Trustee
          or any Paying Agent (other than the Company), in trust:

                         (a)  money in an amount which shall be sufficient,
                    or

                         (b)  in the case of a deposit made prior to the
                    Maturity of such Securities or portions thereof,
                    Eligible Obligations, which shall not contain
                    provisions permitting the redemption or other
                    prepayment thereof at the option of the issuer thereof,
                    the principal of and the interest on which when due,
                    without any regard to reinvestment thereof, will
                    provide moneys which, together with the money, if any,
                    deposited with or held by the Trustee or such Paying
                    Agent, shall be sufficient, or

                         (c)  a combination of (a) or (b) which shall be
                    sufficient,

          to pay when due the principal of and premium, if any, and
          interest, if any, due and to become due on such Securities or
          portions thereof; provided, however, that in the case of the
          provision for payment or redemption of less than all the
          Securities of any series or Tranche, such Securities or portions
          thereof shall have been selected by the Security Registrar as
          provided herein and, in the case of a redemption, the notice
          requisite to the validity of such redemption shall have been
          given or irrevocable authority shall have been given by the
          Company to the Trustee to give such notice, under arrangements
          satisfactory to the Trustee; and provided, further, that the
          Company shall have delivered to the Trustee and such Paying
          Agent:

                         (x)  if such deposit shall have been made prior to
                    the Maturity of such Securities, a Company Order
                    stating that the money and Eligible Obligations
                    deposited in accordance with this Section shall be held
                    in trust, as provided in Section 603; 

                         (y)  if Eligible Obligations shall have been
                    deposited, an Opinion of Counsel to the effect that
                    such obligations constitute Eligible Obligations and do
                    not contain provisions permitting the redemption or
                    other prepayment thereof at the option of the issuer
                    thereof, and an opinion of an independent public
                    accountant of nationally recognized standing, selected
                    by the Company, to the effect that the other
                    requirements set forth in clause (b) and, if
                    applicable, (c) above have been satisfied; and 

                         (z)  if such deposit shall have been made prior to
                    the Maturity of such Securities, an Officer's
                    Certificate stating the Company's intention that, upon
                    delivery of such Officer's Certificate, its
                    indebtedness in respect of such Securities or portions
                    thereof will have been satisfied and discharged as
                    contemplated in this Section.

                    Upon the deposit of money or Eligible Obligations, or
          both, in accordance with this Section, together with the
          documents required by clauses (x), (y) and (z) above, the Trustee
          shall, upon Company Request, acknowledge in writing that such
          Securities or portions thereof are deemed to have been paid for
          all purposes of this Indenture and that the entire indebtedness
          of the Company in respect thereof has been satisfied and
          discharged as contemplated in this Section.  In the event that
          all of the conditions set forth in the preceding paragraph shall
          have been satisfied in respect of any Securities or portions
          thereof except that, for any reason, the Officer's Certificate
          specified in clause (z) (if otherwise required) shall not have
          been delivered, such Securities or portions thereof shall
          nevertheless be deemed to have been paid for all purposes of this
          Indenture, and the Holders of such Securities or portions thereof
          shall nevertheless be no longer entitled to the benefits provided
          by this Indenture or of any of the covenants of the Company under
          Article Five (except the covenants contained in Sections 502 and
          503) or any other covenants made in respect of such Securities or
          portions thereof as contemplated by Section 301, but the
          indebtedness of the Company in respect of such Securities or
          portions thereof shall not be deemed to have been satisfied and
          discharged prior to Maturity for any other purpose; and, upon
          Company Request, the Trustee shall acknowledge in writing that
          such Securities or portions thereof are deemed to have been paid
          for all purposes of this Indenture.

                    If payment at Stated Maturity of less than all of the
          Securities of any series, or any Tranche thereof, is to be
          provided for in the manner and with the effect provided in this
          Section, the Security Registrar shall select such Securities, or
          portions of principal amount thereof, in the manner specified by
          Section 403 for selection for redemption of less than all the
          Securities of a series or Tranche.

                    In the event that Securities which shall be deemed to
          have been paid for purposes of this Indenture, and, if such is
          the case, in respect of which the Company's indebtedness shall
          have been satisfied and discharged, all as provided in this
          Section, do not mature and are not to be redeemed within the
          sixty (60) day period commencing with the date of the deposit of
          moneys or Eligible Obligations, as aforesaid, the Company shall,
          as promptly as practicable, give a notice, in the same manner as
          a notice of redemption with respect to such Securities, to the
          Holders of such Securities to the effect that such deposit has
          been made and the effect thereof.

                    Notwithstanding that any Securities shall be deemed to
          have been paid for purposes of this Indenture, as aforesaid, the
          obligations of the Company and the Trustee in respect of such
          Securities under Sections 304, 305, 306, 404, 502, 503, 807 and
          814 and this Article shall survive.

                    The Company shall pay, and shall indemnify the Trustee
          or any Paying Agent with which Eligible Obligations shall have
          been deposited as provided in this Section against, any tax, fee
          or other charge imposed on or assessed against such Eligible
          Obligations or the principal or interest received in respect of
          such Eligible Obligations, including, but not limited to, any
          such tax payable by any entity deemed, for tax purposes, to have
          been created as a result of such deposit.

                    Anything herein to the contrary notwithstanding, (a)
          if, at any time after a Security would be deemed to have been
          paid for purposes of this Indenture, and, if such is the case,
          the Company's indebtedness in respect thereof would be deemed to
          have been satisfied and discharged, pursuant to this Section
          (without regard to the provisions of this paragraph), the Trustee
          or any Paying Agent, as the case may be, (i) shall be required to
          return the money or Eligible Obligations, or combination thereof,
          deposited with it as aforesaid to the Company or its
          representative under any applicable Federal or State bankruptcy,
          insolvency or other similar law or (ii) are unable to apply any
          money held by the Trustee as provided in this Section and Section
          603 with respect to such Security by reason of any order or
          judgment of any court or governmental authority enjoining,
          restraining or otherwise prohibiting such application, such
          Security shall thereupon be deemed retroactively not to have been
          paid and any satisfaction and discharge of the Company's
          indebtedness in respect thereof shall retroactively be deemed not
          to have been effected, and such Security shall be deemed to
          remain Outstanding and (b) any satisfaction and discharge of the
          Company's indebtedness in respect of any Security shall be
          subject to the provisions of the last paragraph of Section 503.

          SECTION 602.  SATISFACTION AND DISCHARGE OF INDENTURE.

                    This Indenture shall upon Company Request cease to be
          of further effect (except as hereinafter expressly provided), and
          the Trustee, at the expense of the Company, shall execute such
          instruments as the Company shall reasonably request to evidence
          and acknowledge the satisfaction and discharge of this Indenture,
          when:

                         (a)  no Securities remain Outstanding hereunder;
                    and 

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

          provided, however, that if, in accordance with the last paragraph
          of Section 601, any Security, previously deemed to have been paid
          for purposes of this Indenture, shall be deemed retroactively not
          to have been so paid, this Indenture shall thereupon be deemed
          retroactively not to have been satisfied and discharged, as
          aforesaid, and to remain in full force and effect, and the
          Company shall execute and deliver such instruments as the Trustee
          shall reasonably request to evidence and acknowledge the same.

                    Notwithstanding the satisfaction and discharge of this
          Indenture as aforesaid, the obligations of the Company and the
          Trustee under Sections 304, 305, 306, 404, 502, 503, 807 and 814
          and this Article shall survive.

                    Upon satisfaction and discharge of this Indenture as
          provided in this Section, the Trustee shall turn over to the
          Company any and all money, securities and other property then
          held by the Trustee for the benefit of the Holders of the
          Securities (other than money and Eligible Obligations held by the
          Trustee pursuant to Section 603) and shall execute and deliver to
          the Company such instruments as, in the judgment of the Company,
          shall be necessary, desirable or appropriate to effect or
          evidence the satisfaction and discharge of this Indenture.

          SECTION 603.  APPLICATION OF TRUST MONEY.

                    Neither the Eligible Obligations nor the money
          deposited pursuant to Section 601, nor the principal or interest
          payments on any such Eligible Obligations, shall be withdrawn or
          used for any purpose other than, and shall be held in trust for,
          the payment of the principal of and premium, if any, and
          interest, if any, on the Securities or portions of principal
          amount thereof in respect of which such deposit was made, all
          subject, however, to the provisions of Section 503; provided,
          however, that any cash received from such principal or interest
          payments on such Eligible Obligations, if not then needed for
          such purpose, shall, to the extent practicable and upon Company
          Request and delivery to the Trustee of the documents referred to
          in clause (y) in the first paragraph of Section 601, be invested
          in Eligible Obligations of the type described in clause (b) in
          the first paragraph of Section 601 maturing at such times and in
          such amounts as shall be sufficient, together with any other
          moneys and the proceeds of any other Eligible Obligations then
          held by the Trustee, to pay when due the principal of and
          premium, if any, and interest, if any, due and to become due on
          such Securities or portions thereof on and prior to the Maturity
          thereof, and interest earned from such reinvestment shall be paid
          over to the Company as received, free and clear of any trust,
          lien or pledge under this Indenture; and provided, further, that
          any moneys held in accordance with this Section on the Maturity
          of all such Securities in excess of the amount required to pay
          the principal of and premium, if any, and interest, if any, then
          due on such Securities shall be paid over to the Company free and
          clear of any trust, lien or pledge under this Indenture; and
          provided, further, that if an Event of Default shall have
          occurred and be continuing, moneys to be paid over to the Company
          pursuant to this Section shall be held until such Event of
          Default shall have been waived or cured.


                                    ARTICLE SEVEN

                             EVENTS OF DEFAULT; REMEDIES

          SECTION 701.  EVENTS OF DEFAULT.

                    "EVENT OF DEFAULT", wherever used herein with respect
          to the Securities, means any of the following events which shall
          have occurred and be continuing:

                    (a)  failure to pay interest, if any, on any Security,
               within sixty (60) days after the same becomes due and
               payable if such failure shall occur prior to the Collateral
               Release Date, or within thirty (30) days after the same
               becomes due and payable if such failure shall occur on or
               after the Collateral Release Date; provided, however, that
               no such failure shall constitute an "Event of Default" if
               the Company shall have made a valid extension of the
               interest payment period with respect to the Securities of
               the series, of which such Security is a part, if so provided
               with respect to such series as contemplated by Section 301;
               or

                    (b)  failure to pay the principal of or premium, if
               any, on any Security when due; provided, however, that no
               such failure shall constitute an "Event of Default" if the
               Company shall have made a valid extension of the Maturity of
               the Securities of the series, of which such Security is a
               part, if so provided with respect to such series as
               contemplated by Section 301; or

                    (c)  failure to perform or breach of any covenant or
               warranty of the Company in this Indenture (other than a
               covenant or warranty, a default in the performance of which
               or breach of which is elsewhere in this Section specifically
               dealt with) for a period of ninety (90) days after there has
               been given, by registered or certified mail, to the Company
               by the Trustee, or to the Company and the Trustee by the
               Holders of at least twenty-five percentum (25%) in principal
               amount of the Securities then Outstanding, a written notice
               specifying such default or breach and requiring it to be
               remedied and stating that such notice is a "NOTICE OF
               DEFAULT" hereunder, unless the Trustee, or the Trustee and
               the Holders of a principal amount of Securities not less
               than the principal amount of Securities the Holders of which
               gave such notice, as the case may be, shall agree in writing
               to an extension of such period prior to its expiration;
               provided, however, that the Trustee, or the Trustee and the
               Holders of such principal amount of Securities, as the case
               may be, shall be deemed to have agreed to an extension of
               such period if corrective action is initiated by the Company
               within such period and is being diligently pursued; or

                    (d)  a default under any bond, debenture, note or other
               evidence of Debt of the Company or under any mortgage,
               indenture or other instrument under which there may be
               issued or by which there may be secured or evidenced any
               Debt of the Company (including this Indenture), whether such
               Debt now exists or shall hereafter be created, which default
               (1) shall constitute a failure to make any payment in excess
               of $5,000,000 of the principal of or interest on such Debt
               when due and payable after the expiration of any applicable
               grace period with respect thereto or (2) shall have resulted
               in such Debt in an amount in excess of $10,000,000 becoming
               or being declared due and payable prior to the date on which
               it would otherwise have become due and payable, without such
               payment having been made, such Debt having been discharged,
               or such acceleration having been rescinded or annulled, as
               the case may be, within a period of ninety (90) days after
               there shall have been given, by registered or certified
               mail, to the Company by the Trustee or to the Company and
               the Trustee by the Holders of at least twenty-five percentum
               (25%) in principal amount of the Securities then Outstanding
               a written notice specifying such default and requiring the
               Company to cause such payment to be made, such Debt to be
               discharged or such acceleration to be rescinded or annulled,
               as the case may be, and stating that such notice is a Notice
               of Default hereunder; it being understood, however, that no
               event described in this clause (d) shall constitute an Event
               of Default prior to the Collateral Release Date; or

                    (e)  the entry by a court having jurisdiction in the
               premises of (i) a decree or order for relief in respect of
               the Company in an involuntary case or proceeding under any
               applicable Federal or State bankruptcy, insolvency,
               reorganization or other similar law or (ii) a decree or
               order adjudging the Company a bankrupt or insolvent, or
               approving as properly filed a petition by one or more
               Persons other than the Company seeking reorganization,
               arrangement, adjustment or composition of or in respect of
               the Company under any applicable Federal or State law, or
               appointing a custodian, receiver, liquidator, assignee,
               trustee, sequestrator or other similar official for the
               Company or for any substantial part of its property, or
               ordering the winding-up or liquidation of its affairs, and
               any such decree or order for relief or any such other decree
               or order shall have remained unstayed and in effect for a
               period of ninety (90) consecutive days; or

                    (f)  the commencement by the Company of a voluntary
               case or proceeding under any applicable Federal or State
               bankruptcy, insolvency, reorganization or other similar law
               or of any other case or proceeding to be adjudicated a
               bankrupt or insolvent, or the consent by it to the entry of
               a decree or order for relief in respect of the Company in a
               case or proceeding under any applicable Federal or State
               bankruptcy, insolvency, reorganization or other similar law
               or to the commencement of any bankruptcy or insolvency case
               or proceeding against it, or the filing by it of a petition
               or answer or consent seeking reorganization or relief under
               any applicable Federal or State law, or the consent by it to
               the filing of such petition or to the appointment of or
               taking possession by a custodian, receiver, liquidator,
               assignee, trustee, sequestrator or similar official of the
               Company or of any substantial part of its property, or the
               making by it of an assignment for the benefit of creditors,
               or the admission by it in writing of its inability to pay
               its debts generally as they become due, or the authorization
               of such action by the Board of Directors.

                    (g)  so long as the Trustee shall hold any Outstanding
               Class A Bonds which were delivered to the Trustee in
               connection with the authentication and delivery of
               Securities which remain Outstanding hereunder, the
               occurrence of a matured event of default under the Class A
               Mortgage under which such Class A Bonds were authenticated
               and delivered (other than any such matured event of default
               which (i) is of similar kind or character to the Event of
               Default described in clause (c) above and (ii) has not
               resulted in the acceleration of the Class A Bonds
               Outstanding under such Class A Mortgage); provided, however,
               that, anything in this Indenture to the contrary
               notwithstanding, the waiver or cure of any such event of
               default under such Class A Mortgage and the rescission and
               annulment of the consequences thereof under such Class A
               Mortgage shall constitute a cure of the corresponding Event
               of Default under this Indenture and a rescission and
               annulment of the consequences thereof.

          SECTION 702.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                    If an Event of Default shall have occurred and be
          continuing, then in every such case the Trustee or the Holders of
          not less than thirty-three percentum (33%) in principal amount of
          the Securities then Outstanding may declare the principal amount
          (or, if any of the Securities are Discount Securities, such
          portion of the principal amount of such Securities as may be
          specified in the terms thereof as contemplated by Section 301) of
          all of the Securities then Outstanding to be due and payable
          immediately, by a notice in writing to the Company (and to the
          Trustee if given by Holders), and upon such declaration such
          principal amount (or specified amount), together with premium, if
          any, and accrued interest, if any, thereon, shall become
          immediately due and payable, all subject, however, in the case of
          an Event of Default described in clause (g) of Section 701, to
          the proviso contained in such clause (g).

                    At any time after such a declaration of acceleration of
          the maturity of the Securities then Outstanding shall have been
          made, but before a judgment or decree for payment of the money
          due shall have been obtained by the Trustee as provided in this
          Article, such declaration and its consequences shall, without
          further act, be deemed to have been rescinded and annulled, if

                         (a)  the Company shall have paid or deposited with
                    the Trustee a sum sufficient to pay

                              (i)  all overdue interest, if any, on all
                         Securities then Outstanding;

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

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

                              (iv)  all amounts due to the Trustee under
                         Section 807; and

                         (b)  all Events of Default, other than the non-
                    payment of the principal of Securities of such series
                    which shall have become due solely by such declaration
                    of acceleration, shall have been cured or waived as
                    provided in Section 713.

          No such rescission shall affect any subsequent Event of Default
          or impair any right consequent thereon.

          SECTION 703.  COLLECTION OF INDEBTEDNESS AND SUITS FOR
          ENFORCEMENT BY TRUSTEE.

                    If an Event of Default described in clause (a) or (b)
          of Section 701 shall have occurred and be continuing, the Company
          shall, upon demand of the Trustee, pay to it, for the benefit of
          the Holders of the Securities with respect to which such Event of
          Default shall have occurred, the whole amount then due and
          payable on such Securities for principal and premium, if any, and
          interest, if any, and, in addition thereto, such further amount
          as shall be sufficient to cover any amounts due to the Trustee
          under Section 807.

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

                    If an Event of Default shall have occurred and be
          continuing, the Trustee may in its discretion proceed to protect
          and enforce its rights and the rights of the Holders of the
          Securities then Outstanding by such appropriate judicial
          proceedings as the Trustee shall deem most effectual to protect
          and enforce any such rights, whether for the specific enforcement
          of any covenant or agreement in this Indenture or in aid of the
          exercise of any power granted herein, or to enforce any other
          proper remedy.

          SECTION 704.  APPLICATION OF MONEY COLLECTED.

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

                      FIRST:  To the payment of all amounts due the Trustee
               under Section 807;

                      SECOND:  To the payment of the whole amount then due
               and unpaid upon the Outstanding Securities for principal and
               premium, if any, and interest, if any, in respect of which
               or for the benefit of which such money has been collected;
               and in case such proceeds shall be insufficient to pay in
               full the whole amount so due and unpaid upon such
               Securities, then to the payment of such principal and
               interest, if any, thereon without any preference or
               priority, ratably according to the aggregate amount so due
               and unpaid, with any balance then remaining to the payment
               of premium, if any, and, if so specified as contemplated by
               Section 301 with respect to the Securities of any series, or
               any Tranche thereof, interest, if any, on overdue premium,
               if any, and overdue interest, if any, ratably as aforesaid,
               all to the extent permitted by applicable law;

                      THIRD:  To the payment of the remainder, if any, to
               the Company or to whomsoever may be lawfully entitled to
               receive the same or as a court of competent jurisdiction may
               direct.

          SECTION 705.  TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                    (a)  to file and prove a claim for the whole amount of
               principal, premium, if any, and interest, if any, owing and
               unpaid in respect of the Securities and to file such other
               papers or documents as may be necessary or advisable in
               order to have the claims of the Trustee (including any claim
               for amounts due to the Trustee under Section 807) and of the
               Holders allowed in such judicial proceeding, and

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

          and any custodian, receiver, assignee, trustee, liquidator,
          sequestrator or other similar official in any such judicial
          proceeding is hereby authorized by each Holder to make such
          payments to the Trustee and, in the event that the Trustee shall
          consent to the making of such payments directly to the Holders,
          to pay to the Trustee any amounts due it under Section 807.

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

          SECTION 706.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
          SECURITIES.

                    All rights of action and claims under this Indenture or
          on the Securities may be prosecuted and enforced by the Trustee
          without the possession of any of the Securities or the production
          thereof in any proceeding relating thereto, and any such
          proceeding instituted by the Trustee shall be brought in its own
          name as trustee of an express trust, and any recovery of judgment
          shall, after provision for the payment of the reasonable
          compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel, be for the ratable benefit of
          the Holders in respect of which such judgment has been recovered.

          SECTION 707.  LIMITATION ON SUITS.

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

                    (a)  such Holder shall have previously given written
               notice to the Trustee of a continuing Event of Default;

                    (b)  the Holders of a majority in aggregate principal
               amount of the Securities then Outstanding shall have made
               written request to the Trustee to institute proceedings in
               respect of such Event of Default in its own name as Trustee
               hereunder;

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

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

                    (e)  no direction inconsistent with such written
               request shall have been given to the Trustee during such
               sixty (60) day period by the Holders of a majority in
               aggregate principal amount of the Securities then
               Outstanding.

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

          SECTION 708.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
          PRINCIPAL, PREMIUM AND INTEREST.

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

          SECTION 709.  RESTORATION OF RIGHTS AND REMEDIES.

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

          SECTION 710.  RIGHTS AND REMEDIES CUMULATIVE.

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

          SECTION 711.  DELAY OR OMISSION NOT WAIVER.

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

          SECTION 712.  CONTROL BY HOLDERS OF SECURITIES.

                    If an Event of Default shall have occurred and be
          continuing, the Holders of a majority in principal amount of the
          Securities then Outstanding shall have the right to direct the
          time, method and place of conducting any proceeding for any
          remedy available to the Trustee, or exercising any trust or power
          conferred on the Trustee with respect to the Securities of such
          series; provided, however, that 

                    (a)  such direction shall not be in conflict with any
               rule of law or with this Indenture, and could not involve
               the Trustee in personal liability in circumstances where
               indemnity would not, in the Trustee's sole discretion, be
               adequate, 

                    (b)  the Trustee shall not determine that the action so
               directed would be unjustly prejudicial to the Holders not
               taking part in such direction, and

                    (c)  the Trustee may take any other action deemed
               proper by the Trustee which is not inconsistent with such
               direction.

          SECTION 713.  WAIVER OF PAST DEFAULTS.

                    The Holders of a majority in principal amount of the
          Securities then Outstanding may on behalf of the Holders of all
          the Securities then Outstanding waive any past default hereunder
          and its consequences, except a default

                    (a)  in the payment of the principal of or premium, if
               any, or interest, if any, on any Security then Outstanding,
               or

                    (b)  in respect of a covenant or provision hereof which
               under Section 1102 cannot be modified or amended without the
               consent of the Holder of each Outstanding Security of any
               series or Tranche affected.

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

          SECTION 714.  UNDERTAKING FOR COSTS.

                    The Company and the Trustee agree, and each Holder by
          its acceptance of a Security 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, suffered 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, all in the
          manner, to the extent and except as provided in the Trust
          Indenture Act; but the provisions of this Section shall not apply
          to any suit instituted by the Company, to any suit instituted by
          the Trustee, to any suit instituted by any Holder, or group of
          Holders, holding in the aggregate more than ten percentum (10%)
          in aggregate principal amount of the Securities then Outstanding,
          or to any suit instituted by any Holder for the enforcement of
          the payment of the principal of or premium, if any, or interest,
          if any, on any Security on or after the Stated Maturity or
          Maturities expressed in such Security (or, in the case of
          redemption, on or after the Redemption Date).

          SECTION 715.  WAIVER OF STAY OR EXTENSION LAWS.

                    To the full extent that it may lawfully so agree, the
          Company shall not at any time set up, claim or otherwise seek to
          take the benefit or advantage of any stay or extension law, now
          or hereafter in effect, in order to prevent or hinder the
          enforcement of this Indenture; and the Company, for itself and
          all who may claim under it, so far as it or they now or hereafter
          may lawfully do so, hereby waives the benefit of all such laws.  

          SECTION 716.  DEFAULTS UNDER CLASS A MORTGAGES.

                    In addition to every other right and remedy provided
          herein, the Trustee may (but shall not be obligated to) exercise
          any right or remedy available to the Trustee in its capacity as
          owner and holder of Class A Bonds which arises as a result of a
          default or matured event of default under any Class A Mortgage,
          whether or not an Event of Default shall then have occurred and
          be continuing.


                                    ARTICLE EIGHT

                                     THE TRUSTEE

          SECTION 801.  CERTAIN DUTIES AND RESPONSIBILITIES.

                    (a)  Except during the continuance of an Event of
          Default,

                         (i)  the Trustee undertakes to perform 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; and

                         (ii) in the absence of bad faith on its part, the
                    Trustee may conclusively rely, as to the truth of the
                    statements and the correctness of the opinions
                    expressed therein, upon certificates or opinions
                    furnished to the Trustee and conforming to the
                    requirements of this Indenture; but in the case of any
                    such certificates or opinions which by any provisions
                    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.

                    (b)  In case an Event of Default shall have occurred
          and be continuing, the Trustee shall exercise such of the rights
          and powers vested in it by this Indenture, and use the same
          degree of care and skill in their exercise, as a prudent man
          would exercise or use under the circumstances in the conduct of
          his own affairs.

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

                         (i)  this subsection shall not be construed to
                    limit the effect of subsection (a) of this Section;

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

                         (iii)     the Trustee shall not be liable with
                    respect to any action taken or omitted to be taken by
                    it in good faith in accordance with the direction of
                    the Holders of a majority in principal amount of the
                    Securities then Outstanding, as provided herein,
                    relating to the time, method and place of conducting
                    any proceeding for any remedy available to the Trustee,
                    or exercising any trust or power conferred upon the
                    Trustee, under this Indenture with respect to the
                    Securities of such series; and

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

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

          SECTION 802.  NOTICE OF DEFAULTS.

                    The Trustee shall give the Holders notice of any
          default hereunder in the manner and to the extent required to do
          so by the Trust Indenture Act, unless such default shall have
          been cured or waived; provided, however, that in the case of any
          default of the character specified in Section 701(c), no such
          notice to Holders shall be given until at least seventy-five (75)
          days after the occurrence thereof; and provided, further, that,
          subject to the provisions of Section 801, the Trustee shall not
          be deemed to have knowledge of such default unless either (i) a
          Responsible Officer of the Trustee shall have actual knowledge of
          such default or (ii) the Trustee shall have received written
          notice thereof from the Company or any Holder or, in the case of
          a default described in Section 701(d), from the holder of any
          indebtedness or from the trustee under any mortgage, indenture or
          other instrument referred to in such Section.  For the purpose of
          this Section, the term "default" means any event which is, or
          after notice or lapse of time, or both, would become, an Event of
          Default.  The Trustee shall give to the trustee under each Class
          A Mortgage a copy of each notice of default given to the Holders
          pursuant to this Section.  In addition, the Trustee shall give to
          the Holders copies of each notice of default under any Class A
          Mortgage given to the Trustee in its capacity as owner and holder
          of Class A Bonds delivered thereunder.

          SECTION 803.  CERTAIN RIGHTS OF TRUSTEE.

                    Subject to the provisions of Section 801 and to the
          applicable provisions of the Trust Indenture Act:

                    (a)  the Trustee may rely and shall be protected in
               acting or refraining from acting upon any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, direction, consent, order, bond, debenture, note,
               other evidence of indebtedness or other paper or document
               believed by it to be genuine and to have been signed, sent
               or presented by the proper party or parties;

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

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

                    (d)  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, suffered or omitted by it
               hereunder in good faith and in reliance thereon;

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

                    (f)  the Trustee shall not be bound to make any
               investigation into the facts or matters stated in any
               resolution, certificate, statement, instrument, opinion,
               report, notice, request, direction, consent, order, bond,
               debenture, note, other evidence of indebtedness or other
               paper or document, but the Trustee, in its discretion, may
               make such further inquiry or investigation into such facts
               or matters as it may see fit, and, if the Trustee shall
               determine to make such further inquiry or investigation, it
               shall (subject to applicable legal requirements) be entitled
               to examine, during normal business hours, the books, records
               and premises of the Company, personally or by agent or
               attorney;

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

                    (h)  the Trustee shall not be charged with knowledge of
               any Event of Default unless either (i) a Responsible Officer
               of the Trustee shall have actual knowledge of the Event of
               Default or (ii) written notice of such Event of Default
               shall have been given to the Trustee by the Company, any
               other obligor on such Securities or by any Holder of such
               Securities or, in the case of a default described in Section
               701(d), from the holder of any indebtedness or from the
               trustee under any mortgage, indenture or other instrument
               referred to in such Section.

          SECTION 804.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
          SECURITIES.

                    The recitals contained herein and in the Securities
          (except the Trustee's certificates of authentication) shall be
          taken as the statements of the Company, and neither the Trustee
          nor any Authenticating Agent assumes any responsibility for their
          correctness.  The Trustee makes no representations as to the
          validity or sufficiency of this Indenture or of the Securities. 
          Neither the Trustee nor any Authenticating Agent shall be
          accountable for the use or application by the Company of
          Securities or the proceeds thereof.

          SECTION 805.  MAY HOLD SECURITIES.

                    Each of the Trustee, any Authenticating Agent, any
          Paying Agent, any Security Registrar or any other agent of the
          Company or the Trustee, in its individual or any other capacity,
          may become the owner or pledgee of Securities and, subject to
          Sections 808 and 813, may otherwise deal with the Company with
          the same rights it would have if it were not such Trustee,
          Authenticating Agent, Paying Agent, Security Registrar or other
          agent.

          SECTION 806.  MONEY HELD IN TRUST.

                    Money held by the Trustee in trust hereunder need not
          be segregated from other funds, except to the extent required by
          law.  The Trustee shall be under no liability for interest on or
          investment of any money received by it hereunder except as
          expressly provided herein or otherwise agreed with, and for the
          sole benefit of, the Company.

          SECTION 807.  COMPENSATION AND REIMBURSEMENT.

                    The Company shall

                    (a)  pay to the Trustee from time to time reasonable
               compensation for all services rendered by it hereunder
               (which compensation shall not be limited by any provision of
               law in regard to the compensation of a trustee of an express
               trust);

                    (b)  except as otherwise expressly provided herein,
               reimburse the Trustee upon its request for all reasonable
               expenses, disbursements and advances reasonably incurred or
               made by the Trustee in accordance with any provision of this
               Indenture (including the reasonable compensation and the
               expenses and disbursements of its agents and counsel),
               except to the extent that any such expense, disbursement or
               advance may be attributable to its negligence, wilful
               misconduct or bad faith; and

                    (c)  indemnify the Trustee and hold it harmless from
               and against any loss, liability or expense reasonably
               incurred by it arising out of or in connection with the
               acceptance or administration of the trust or trusts
               hereunder or the performance of its duties hereunder,
               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, except to the extent any such loss, liability or
               expense may be attributable to its negligence, wilful
               misconduct or bad faith.

                    As security for the performance of the obligations of
          the Company under this Section, the Trustee shall have a lien
          prior to the Securities upon all property and funds held or
          collected by the Trustee as such other than property and funds
          held in trust under Section 603 (except moneys payable to the
          Company as provided in Section 603).  "Trustee" for purposes of
          this Section shall include any predecessor Trustee; provided,
          however, that the negligence, wilful misconduct or bad faith of
          any Trustee hereunder shall not affect the rights of any other
          Trustee hereunder.

          SECTION 808.  DISQUALIFICATION; CONFLICTING INTERESTS.

                    If the Trustee shall have or acquire any conflicting
          interest within the meaning of the Trust Indenture Act, it shall
          either eliminate such conflicting interest or resign to the
          extent, in the manner and with the effect, and subject to the
          conditions, provided in the Trust Indenture Act and this
          Indenture.  For purposes of Section 310(b)(1) of the Trust
          Indenture Act and to the extent permitted thereby, the Trustee,
          in its capacity as trustee in respect of the Securities of any
          series, shall not be deemed to have a conflicting interest
          arising from its capacity as trustee in respect of the Securities
          of any other series.  

          SECTION 809.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                    There shall at all times be a Trustee hereunder which
          shall be

                    (a)  a corporation organized and doing business under
               the laws of the United States, any State or Territory
               thereof or the District of Columbia, authorized under such
               laws to exercise corporate trust powers, having a combined
               capital and surplus of at least Ten Million Dollars
               ($10,000,000) and subject to supervision or examination by
               Federal, State, Territorial or District of Columbia
               authority, or

                    (b)  if and to the extent permitted by the Commission
               by rule, regulation or order upon application, a corporation
               or other Person organized and doing business under the laws
               of a foreign government, authorized under such laws to
               exercise corporate trust powers, having a combined capital
               and surplus of at least Fifty Million Dollars ($50,000,000)
               or the Dollar equivalent of the applicable foreign currency
               and subject to supervision or examination by authority of
               such foreign government or a political subdivision thereof
               substantially equivalent to supervision or examination
               applicable to United States institutional trustees,

          and, in either case, qualified and eligible under this Article
          and the Trust Indenture Act.  If such corporation publishes
          reports of condition at least annually, pursuant to law or to the
          requirements of such 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.  If at any time the Trustee shall cease to be eligible
          in accordance with the provisions of this Section or the Trust
          Indenture Act, it shall resign immediately in the manner and with
          the effect hereinafter specified in this Article.

          SECTION 810.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                    (a)  No resignation or removal of the Trustee and no
          appointment of a successor Trustee pursuant to this Article shall
          become effective until the acceptance of appointment by the
          successor Trustee in accordance with the applicable requirements
          of Section 811.

                    (b)  The Trustee may resign at any time by giving
          written notice thereof to the Company.  If the instrument of
          acceptance by a successor Trustee required by Section 811 shall
          not have been delivered to the Trustee within thirty (30) days
          after the giving of such notice of resignation, the resigning
          Trustee may petition any court of competent jurisdiction for the
          appointment of a successor Trustee.

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

                    (d)  If at any time:

                         (i)  the Trustee shall fail to comply with Section
                    808 after written request therefor by the Company or by
                    any Holder who has been a bona fide Holder for at least
                    six months, or

                         (ii)  the Trustee shall cease to be eligible under
                    Section 809 or Section 310(a) of the Trust Indenture
                    Act and shall fail to resign after written request
                    therefor by the Company or by any such Holder, or

                         (iii)  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, (x) the Company may remove the Trustee
          with respect to all Securities or (y) subject to Section 714, any
          Holder who has been a bona fide Holder for at least six (6)
          months may, on behalf of itself and all others similarly
          situated, petition any court of competent jurisdiction for the
          removal of the Trustee and the appointment of a successor Trustee
          or Trustees.

                    (e)  If the Trustee shall resign, be removed or become
          incapable of acting, or if a vacancy shall occur in the office of
          Trustee for any cause (other than as contemplated in clause (y)
          in subsection (d) of this Section), the Company shall take prompt
          steps to appoint a successor Trustee or Trustees and shall comply
          with the applicable requirements of Section 811.  If, within one
          (1) year after such resignation, removal or incapability, or the
          occurrence of such vacancy, a successor Trustee shall be
          appointed by Act of the Holders of a majority in principal amount
          of the Securities then Outstanding delivered to the Company and
          the retiring Trustee, the successor Trustee so appointed shall,
          forthwith upon its acceptance of such appointment in accordance
          with the applicable requirements of Section 811, become the
          successor Trustee and to that extent supersede the successor
          Trustee appointed by the Company.  If no successor Trustee shall
          have been so appointed by the Company or the Holders and accepted
          appointment in the manner required by Section 811, any Holder who
          has been a bona fide Holder of a Security for at least six (6)
          months may, on behalf of itself and all others similarly
          situated, petition any court of competent jurisdiction for the
          appointment of a successor Trustee.

                    (f)  So long as no event which is, or after notice or
          lapse of time, or both, would become, an Event of Default shall
          have occurred and be continuing, if the Company shall have
          delivered to the Trustee (i) an instrument executed by an
          Authorized Officer appointing a successor Trustee or Trustees,
          effective as of a date specified therein, and (ii) an instrument
          of acceptance of such appointment, effective as of such date, by
          such successor Trustee or Trustees in accordance with Section
          811, the Trustee or Trustees shall be deemed to have resigned as
          contemplated in subsection (b) of this Section, the successor
          Trustee or Trustees shall be deemed to have been appointed
          pursuant to subsection (e) of this Section and such appointment
          shall be deemed to have been accepted as contemplated in Section
          811, all as of such date, and all other provisions of this
          Section and Section 811 shall be applicable to such resignation,
          appointment and acceptance except to the extent inconsistent with
          this subsection (f).

                    (g)  The Company shall give notice of each resignation
          and each removal of the Trustee and each appointment of a
          successor Trustee to all Holders of Securities.  Each notice
          shall include the name of the successor Trustee and the address
          of its corporate trust office.

          SECTION 811.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                    (a)  In case of the appointment hereunder of a
          successor Trustee, 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, 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 all sums owed to it, execute and deliver
          an instrument transferring to such successor Trustee all the
          rights, powers and trusts of the retiring Trustee and shall duly
          assign, transfer and deliver to such successor Trustee all
          property and money held by such retiring Trustee hereunder.

                    (b)  Upon reasonable request of any such successor
          Trustee, the Company shall execute instruments to more fully and
          certainly vest in and confirm to such successor Trustee all
          rights, powers and trusts referred to in subsection (a) of this
          Section.

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

          SECTION 812.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
          BUSINESS.

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

          SECTION 813.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                    If the Trustee shall be or become a creditor of the
          Company or any other obligor upon the Securities (other than by
          reason of a relationship described in Section 311(b) of the Trust
          Indenture Act), the Trustee shall be subject to any and all
          applicable provisions of the Trust Indenture Act regarding the
          collection of claims against the Company or such other obligor. 
          For purposes of Section 311(b) of the Trust Indenture Act:

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

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

          SECTION 814.  APPOINTMENT OF AUTHENTICATING AGENT.

                    The Trustee may appoint an Authenticating Agent or
          Agents with respect to the Securities of one or more series, or
          any Tranche thereof, which shall be authorized to act on behalf
          of the Trustee to authenticate Securities of such series or
          Tranche issued upon original issuance, exchange, registration of
          transfer or partial redemption thereof or pursuant to Section
          306, 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. 
          Wherever reference is made in this Indenture to the
          authentication and delivery of Securities by the Trustee or the
          Trustee's certificate of authentication, such reference shall be
          deemed to include authentication and delivery on behalf of the
          Trustee by an Authenticating Agent and a certificate of
          authentication executed on behalf of the Trustee by an
          Authenticating Agent.  Each Authenticating Agent shall be
          acceptable to the Company and shall at all times be a corporation
          organized and doing business under the laws of the United States,
          any State or Territory thereof or the District of Columbia or the
          Commonwealth of Puerto Rico, authorized under such laws to act as
          Authenticating Agent, having a combined capital and surplus of
          not less than Ten Million Dollars ($10,000,000) and subject to
          supervision or examination by Federal or State authority.  If
          such Authenticating Agent publishes reports of condition at least
          annually, pursuant to law or to the requirements of said
          supervising or examining authority, then for the purposes of this
          Section, the combined capital and surplus of such Authenticating
          Agent shall be deemed to be its combined capital and surplus as
          set forth in its most recent report of condition so published. 
          If at any time an Authenticating Agent shall cease to be eligible
          in accordance with the provisions of this Section, such
          Authenticating Agent shall resign immediately in the manner and
          with the effect specified in this Section.

                    Any corporation into which an Authenticating Agent may
          be merged or converted or with which it may be consolidated, or
          any corporation resulting from any merger, conversion or
          consolidation to which such Authenticating Agent shall be a
          party, or any corporation succeeding to all or substantially all
          of the corporate agency or corporate trust business of an
          Authenticating Agent, shall continue to be an Authenticating
          Agent, provided such corporation shall be otherwise eligible
          under this Section, without the execution or filing of any paper
          or any further act on the part of the Trustee or the
          Authenticating Agent.

                    An Authenticating Agent may resign at any time by
          giving written notice thereof to the Trustee and to the Company. 
          The Trustee may at any time terminate the agency of an
          Authenticating Agent by giving written notice thereof to such
          Authenticating Agent and to the Company.  Upon receiving such a
          notice of resignation or upon such a termination, or in case at
          any time such Authenticating Agent shall cease to be eligible in
          accordance with the provisions of this Section, the Trustee may
          appoint a successor Authenticating Agent which shall be
          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, with like effect as if originally named as an
          Authenticating Agent.  No successor Authenticating Agent shall be
          appointed unless eligible under the provisions of this Section.

                    The Company agrees to pay to each Authenticating Agent
          from time to time reasonable compensation for its services under
          this Section.

                    The provisions of Sections 308, 804 and 805 shall be
          applicable to each Authenticating Agent.

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

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

                                                  ------------------------
                                                  As Trustee


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

                                                  By----------------------
                                                    Authorized Officer

                    If all of the Securities of a series may not be
          originally issued at one time, and if the Trustee does not have
          an office capable of authenticating Securities upon original
          issuance located in a Place of Payment where the Company wishes
          to have Securities of such series authenticated upon original
          issuance, the Trustee, if so requested by the Company in writing
          (which writing need not comply with Section 102 and need not be
          accompanied by an Opinion of Counsel), shall appoint, in
          accordance with this Section and in accordance with such
          procedures as shall be acceptable to the Trustee, an
          Authenticating Agent having an office in a Place of Payment
          designated by the Company with respect to such series of
          Securities.


                                     ARTICLE NINE

                   LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY

          SECTION 901.  LISTS OF HOLDERS.

                    Semiannually, not later than June 30 and December 31 in
          each year, commencing June 30, 1999, and within 30 days of such
          other times as the Trustee may request in writing, the Company
          shall furnish or cause to be furnished to the Trustee information
          as to the names and addresses of the Holders, as of a date no
          more than fifteen (15) days prior to the date such information is
          so furnished, and the Trustee shall preserve such information and
          similar information received by it in any other capacity and
          afford to the Holders access to information so preserved by it,
          all to such extent, if any, and in such manner as shall be
          required by the Trust Indenture Act; provided, however, that no
          such list need be furnished so long as the Trustee shall be the
          Security Registrar.

          SECTION 902.  REPORTS BY TRUSTEE AND COMPANY.

                    Not later than November 15 in each year, commencing
          November 15, 1999, the Trustee shall transmit to the Holders, the
          Commission and each securities exchange upon which any Securities
          are listed, a report, dated as of the next preceding September
          15, with respect to any events and other matters described in
          Section 313(a) of the Trust Indenture Act, in such manner and to
          the extent required by the Trust Indenture Act.  The Trustee
          shall transmit to the Holders, the Commission and each securities
          exchange upon which any Securities are listed, and the Company
          shall file with the Trustee (within thirty (30) days after filing
          with the Commission in the case of reports which pursuant to the
          Trust Indenture Act must be filed with the Commission and
          furnished to the Trustee) and transmit to the Holders, such other
          information, reports and other documents, if any, at such times
          and in such manner, as shall be required by the Trust Indenture
          Act.  The Company shall notify the Trustee of the listing of any
          Securities on any securities exchange.


                                     ARTICLE TEN

                          CONSOLIDATION, MERGER, CONVEYANCE
                                  OR OTHER TRANSFER

          SECTION 1001.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
          TERMS.

                    The Company shall not consolidate with or merge into
          any other Person, or convey or otherwise transfer, or lease, all
          of its properties, as or substantially as an entirety, to any
          Person, unless:

                    (a)  the Person formed by such consolidation or into
               which the Company is merged or the Person which acquires by
               conveyance or other transfer, or which leases (for a term
               extending beyond the last Stated Maturity of the Securities
               then Outstanding), all of the properties of the Company, as
               or substantially as an entirety, shall be a Person organized
               and existing under the laws of the United States, any State
               or Territory thereof or the District of Columbia or under
               the laws of Canada or any Province thereof (such corporation
               being hereinafter sometimes called the "SUCCESSOR") and
               shall expressly assume, by an indenture supplemental hereto,
               executed and delivered to the Trustee, in form reasonably
               satisfactory to the Trustee, the due and punctual payment of
               the principal of and premium, if any, and interest, if any,
               on all the Securities then Outstanding and the performance
               and observance of every covenant and condition of this
               Indenture to be performed or observed by the Company; and

                    (b)  the Company shall have delivered to the Trustee an
               Officer's Certificate and an Opinion of Counsel, each of
               which shall state that such consolidation, merger,
               conveyance or other transfer or lease, and such supplemental
               indenture, comply with this Article and that all conditions
               precedent herein provided for relating to such transaction
               have been complied with.

                    Anything in this Indenture to the contrary
          notwithstanding, the conveyance or other transfer, or lease, by
          the Company of all of its facilities (a) for the generation of
          electric energy, (b) for the transmission of electric energy or
          (c) for the distribution of electric energy, in each case
          considered alone, or all of its facilities described in clauses
          (a) and (b), considered together, or all of its facilities
          described in clauses (b) and (c), considered together, shall in
          no event be deemed to constitute a conveyance or other transfer,
          or lease, of all the properties of the Company, as or
          substantially as an entirety, unless, immediately following such
          conveyance, transfer or lease, the Company shall own no unleased
          properties in the other such categories of property not so
          conveyed or otherwise transferred or leased.  The character of
          particular facilities shall be determined by reference to the
          Uniform System of Accounts prescribed for public utilities and
          licensees subject to the Federal Power Act, as amended, to the
          extent applicable.

          SECTION 1002.  SUCCESSOR SUBSTITUTED.

                     Upon any consolidation or merger or any conveyance or
          other transfer of all the properties of the Company, as or
          substantially as an entirety, in accordance with Section 1001,
          the Successor shall succeed to, and be substituted for, and may
          exercise every power and right of, the Company under this
          Indenture with the same effect as if such Successor had been
          named as the "Company" herein.  Without limiting the generality
          of the foregoing, the Successor may execute and deliver to the
          Trustee, and thereupon the Trustee shall, subject to the
          provisions of Article Three, authenticate and deliver,
          Securities.  All Securities so executed by the Successor, and
          authenticated and delivered by the Trustee, shall in all respects
          be entitled to the benefits provided by this Indenture equally
          and ratably with all Securities executed, authenticated and
          delivered prior to the time such consolidation, merger,
          conveyance or other transfer became effective.

          SECTION 1003.  RELEASE OF COMPANY UPON CONVEYANCE OR OTHER
          TRANSFER.

                    In the case of a conveyance or other transfer to any
          Person or Persons as contemplated in Section 1001, upon the
          satisfaction of all the conditions specified in Section 1001 the
          Company (such term being used in this Section without giving
          effect to such transaction) shall be released and discharged from
          all obligations and covenants under this Indenture and on and
          under all Securities then Outstanding (unless the Company shall
          have delivered to the Trustee an instrument in which it shall
          waive such release and discharge) and the Trustee shall
          acknowledge in writing that the Company has been so released and
          discharged.

          SECTION 1004.  MERGER INTO COMPANY.

                    Nothing in this Indenture shall be deemed to prevent or
          restrict any consolidation or merger after the consummation of
          which the Company would be the surviving or resulting entity or
          any conveyance or other transfer, or lease of any part of the
          properties of the Company which does not constitute the entirety,
          or substantially the entirety, thereof.

          SECTION 1005.  TRANSFER OF LESS THAN THE ENTIRETY.

                    (a)  If, at any time after the Collateral Release Date,
          the Company shall have conveyed or otherwise transferred any part
          of its properties which does not constitute the entirety, or
          substantially the entirety, thereof to another Person meeting the
          requirements set forth in clause (a) of the first paragraph of
          Section 1001 and if:

                         (i)  the transferee of such part of the properties
                    of the Company shall have executed and delivered to the
                    Trustee an indenture supplemental hereto, in form
                    reasonably satisfactory to the Trustee, which contains
                    an assumption by such transferee of the due and
                    punctual payment of the principal of and premium, if
                    any, and interest, if any, on all the Securities then
                    Outstanding and the performance and observance of every
                    covenant and condition of this Indenture to be
                    performed or observed by the Company;

                         (ii)  there shall have been delivered to the
                    Trustee an Independent Expert's Certificate

                              (A)   describing the property so conveyed or
                         otherwise transferred (such description of
                         property to be made by reference either to
                         specific items, units and/or elements of property
                         or portions thereof, on a percentage or Dollar
                         basis, or to properties reflected in specified
                         accounts in the Company's books of account or
                         portions thereof, on a Dollar basis); provided,
                         however, that such property shall be identified in
                         such certificate as facilities for the generation,
                         transmission or distribution of electric energy;

                              (B)  stating, in the judgment of the signers,
                         the fair value to the transferee of the property
                         so conveyed or otherwise transferred; provided,
                         however, that there shall be excluded from the
                         property so evaluated any property subject to any
                         mortgage, deed of trust, security interest or
                         other lien which secures indebtedness for borrowed
                         money or for the deferred purchase price of
                         property;

                              (C) stating an amount equal to seventy
                         percent (70%) of the amount stated pursuant to
                         clause (B) above;

                              (D)  stating an amount equal to the aggregate
                         principal amount of the Securities then
                         Outstanding; and

                              (E)   stating that the amount stated pursuant
                         to clause (D) above does not exceed the amount
                         stated pursuant to clause (C) above; and

                         (iii)  the Company shall have delivered to the
                    Trustee an Officer's Certificate and an Opinion of
                    Counsel each of which shall state that such conveyance
                    or other transfer and such supplemental indenture
                    comply with this Section and that all conditions
                    precedent relating to such transactions provided for in
                    this Section and otherwise in this Indenture have been
                    complied with;

          then, upon the satisfaction of all such conditions,

                    (x)  the Company shall be released and discharged from
               all obligations and covenants under this Indenture and on
               and under all Securities then Outstanding (unless the
               Company shall have delivered to the Trustee an instrument in
               which it shall waive such release and discharge), and the
               Trustee shall acknowledge in writing that the Company has
               been so released and discharged; and

                    (y)  if the Company shall have been released and
               discharged as contemplated in clause (x) above, such
               transferee shall succeed to, and be substituted for, and may
               exercise every right and power of, the Company under this
               Indenture with the same effect as if such transferee had
               been named the "Company" herein; and without limiting the
               generality of the foregoing, such transferee shall be deemed
               a "Successor" for purposes of Section 1002 and for all other
               purposes of this Indenture. 

                    In assessing the fair value of such property so
          conveyed or otherwise transferred, an Expert may consider, among
          other things (a) the amount which would be likely to be obtained
          in an arm's-length transaction with respect to such property
          between an informed and willing buyer and an informed and willing
          seller, under no compulsion, respectively, to buy or sell, (b)
          the amount of investment with respect to such property which,
          together with a reasonable return thereon, would be likely to be
          recovered through ordinary business operations or otherwise, (c)
          the cost, accumulated depreciation and replacement cost with
          respect to such property and/or (d) any other relevant factors;
          provided, however, that (x) the fair value of property shall be
          determined without deduction for any mortgage, deed of trust,
          pledge, security interest, encumbrance, lease, reservation,
          restriction, servitude, charge or similar right or any other lien
          of any kind on such property and (y) the fair value to the
          transferee of any property shall not reflect any reduction
          relating to the fact that such property may be of less value to a
          Person which is not the owner or operator of the property or any
          portion thereof than to a Person which is such owner or operator. 
          Fair value may be determined, without physical inspection, by the
          use of accounting and engineering records and other data
          maintained by the Company or the transferee or otherwise
          available to the Expert certifying the same.


                                    ARTICLE ELEVEN

                               SUPPLEMENTAL INDENTURES

          SECTION 1101.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
          HOLDERS.

                    Without the consent of any Holders, the Company and the
          Trustee, at any time and from time to time, may enter into one or
          more indentures supplemental hereto, in form reasonably
          satisfactory to the Trustee, for any 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 herein and in the
                    Securities, all as provided in Article Ten; or

                         (b)  to add one or more covenants of the Company
                    or other provisions for the benefit of all Holders or
                    for the benefit of the Holders of, or to remain in
                    effect only so long as there shall be Outstanding,
                    Securities of one or more specified series, or one or
                    more specified Tranches thereof, or to surrender any
                    right or power herein conferred upon the Company; or

                         (c)  to change or eliminate any provision of this
                    Indenture or to add any new provision to this
                    Indenture; provided, however, that if such change,
                    elimination or addition shall adversely affect the
                    interests of the Holders of Securities of any series or
                    Tranche in any material respect, such change,
                    elimination or addition shall become effective with
                    respect to such series or Tranche only when no Security
                    of such series or Tranche remains Outstanding; or

                         (d)  to provide additional collateral security for
                    the Securities; or

                         (e)  to establish the form or terms of Securities
                    of any series or Tranche as contemplated by Sections
                    201 and 301; or

                         (f)  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 and all other matters
                    incidental thereto; or

                         (g)  to evidence and provide for the acceptance of
                    appointment hereunder by a successor Trustee or by a
                    co-trustee or separate trustee; or

                         (h)  to provide for the procedures required to
                    permit the Company to utilize, at its option, a non-
                    certificated system of registration for all, or any
                    series or Tranche of, the Securities; or

                         (i)  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, or any Tranche
                    thereof, shall be payable, (2) all or any series of
                    Securities, or any Tranche thereof, may be surrendered
                    for registration of transfer, (3) all or any series of
                    Securities, or any Tranche thereof, may be surrendered
                    for exchange and (4) notices and demands to or upon the
                    Company in respect of all or any series of Securities,
                    or any Tranche thereof, and this Indenture may be
                    served; or

                         (j)  to cure any ambiguity, to correct or
                    supplement any provision herein which may be defective
                    or inconsistent with any other provision herein; or to
                    make any other changes to the provisions hereof or to
                    add other provisions with respect to matters or
                    questions arising under this Indenture, provided that
                    such other changes or additions shall not adversely
                    affect the interests of the Holders of Securities of
                    any series or Tranche in any material respect.

                    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 Holders, enter into an indenture
                    supplemental hereto to evidence such amendment hereof;
                    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 or are
                    contained herein to reflect any provisions of the Trust
                    Indenture Act as in effect at such date, 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 Holders, enter into an
                    indenture supplemental hereto to amend this Indenture
                    to effect such changes or elimination.

          SECTION 1102.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                    Subject to the provisions of Section 1101, with the
          consent of the Holders of a majority in aggregate principal
          amount of the Securities of all series then Outstanding under
          this Indenture, considered as one class, by Act of said Holders
          delivered to the Company and the Trustee, the Company and the
          Trustee may enter into an indenture or indentures supplemental
          hereto for the purpose of adding any provisions to, or changing
          in any manner or eliminating any of the provisions of, this
          Indenture; provided, however, that if there shall be Securities
          of more than one series Outstanding hereunder and if a proposed
          supplemental indenture shall directly affect the rights of the
          Holders of Securities of one or more, but less than all, of such
          series, then the consent only of the Holders of a majority in
          aggregate principal amount of the Outstanding Securities of all
          series so directly affected, considered as one class, shall be
          required; and provided, further, that if the Securities of any
          series shall have been issued in more than one Tranche and if the
          proposed supplemental indenture shall directly affect the rights
          of the Holders of Securities of one or more, but less than all,
          of such Tranches, then the consent only of the Holders of a
          majority in aggregate principal amount of the Outstanding
          Securities of all Tranches so directly affected, considered as
          one class, shall be required; and provided, further, that no such
          supplemental indenture shall:

                         (a)  change the Stated Maturity of the principal
                    of, or any installment of principal of or interest on,
                    any Security other than pursuant to the terms thereof,
                    or reduce the principal amount thereof or the rate of
                    interest thereon (or the amount of any installment of
                    interest thereon) or change the method of calculating
                    such rate or reduce any premium payable thereon, or
                    reduce the amount of the principal of any Discount
                    Security that would be due and payable upon a
                    declaration of acceleration of the Maturity thereof
                    pursuant to Section 702, or change the coin or currency
                    (or other property), in which any Security or premium,
                    if any, or interest, if any, thereon is payable, or
                    impair the right to institute suit for the enforcement
                    of any such payment on or after the Maturity of any
                    Security, without, in any such case, the consent of the
                    Holder of such Security; or

                         (b)  permit the creation of any Lien ranking prior
                    to the Lien of this Indenture with respect to any Class
                    A Bond delivered to and held by the Trustee pursuant to
                    Article Three, or (except in accordance with the
                    provisions of Article Three) terminate a Lien of this
                    Indenture on any such Class A Bond or deprive the
                    Holders of the benefit of the Lien of this Indenture on
                    any Class A Bond, without, in any such case, the
                    consent of the Holders of all Securities then
                    Outstanding; or

                         (c)  reduce the percentage in principal amount of
                    the Outstanding Securities of any series, or any
                    Tranche thereof, the consent of the Holders of which is
                    required for any such supplemental indenture, or the
                    consent of the Holders of which is required for any
                    waiver of compliance with any provision of this
                    Indenture or of any default hereunder and its
                    consequences, or reduce the requirements of Section
                    1204 for quorum or voting, without, in any such case,
                    the consent of the Holder of each Outstanding Security
                    of such series or Tranche; or

                         (d)  modify any of the provisions of this Section,
                    Section 506 or Section 713 with respect to the
                    Securities of any series or any Tranche thereof (except
                    to increase the percentages in principal amount
                    referred to in this Section or such other Sections or
                    to provide that other provisions of this Indenture
                    cannot be modified or waived without the consent of the
                    Holders of all Securities of such series or Tranche)
                    without, in any such case, the consent of the Holder of
                    each Outstanding Security of such series or Tranche;
                    provided, however, that this clause shall not be deemed
                    to require the consent of any Holder with respect to
                    changes in the references to "the Trustee" and
                    concomitant changes in this Section, or the deletion of
                    this proviso, in accordance with the requirements of
                    Sections 811(b) and 1101(g).

                    A supplemental indenture which (x) changes or
          eliminates any covenant or other provision of this Indenture
          which has expressly been included solely for the benefit of the
          Holders of, or which is to remain in effect only so long as there
          shall be Outstanding, Securities of one or more specified series,
          or one or more Tranches thereof, or (y) modifies the rights of
          the Holders of Securities of such series or Tranches 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 or Tranche.

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

               Anything in this Indenture to the contrary notwithstanding,
          if the Officer's Certificate, supplemental indenture or Board
          Resolution, as the case may be, establishing the Securities of
          any series or Tranche shall so provide, (a) the Holders of such
          Securities shall be deemed to have consented to a supplemental
          indenture containing the additions, changes or eliminations to or
          from the Indenture which shall be specified in such Officer's
          Certificate, supplemental indenture or Board Resolution
          establishing such series or Tranche, (b) no Act of such Holders
          shall be required to evidence such consent and (c) such consent
          may be counted in the determination of whether or not the Holders
          of the requisite principal amount of Securities shall have
          consented to such supplemental indenture.

          SECTION 1103.  EXECUTION OF SUPPLEMENTAL INDENTURES.

                    In executing, or accepting the additional trusts
          created by, any supplemental indenture permitted by this Article
          or the modifications thereby of the trusts created by this
          Indenture, the Trustee shall be entitled to receive, and (subject
          to Section 801) shall be fully protected in relying upon, an
          Opinion of Counsel stating that the execution of such
          supplemental indenture is authorized or permitted by this
          Indenture.  The Trustee may, but shall not be obligated to, enter
          into any such supplemental indenture which affects the Trustee's
          own rights, duties, immunities or liabilities under this
          Indenture or otherwise.

          SECTION 1104.  EFFECT OF SUPPLEMENTAL INDENTURES.

                    Upon the execution and delivery of any supplemental
          indenture under this Article this Indenture shall be modified in
          accordance therewith, and such supplemental indenture shall form
          a part of this Indenture for all purposes; and every Holder of
          Securities theretofore or thereafter authenticated and delivered
          hereunder shall be bound thereby.  Any supplemental indenture
          permitted by this Article may restate this Indenture in its
          entirety, and, upon the execution and delivery thereof, any such
          restatement shall supersede this Indenture as theretofore in
          effect for all purposes.

          SECTION 1105.  CONFORMITY WITH TRUST INDENTURE ACT.

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

          SECTION 1106.  REFERENCE IN SECURITIES TO SUPPLEMENTAL
          INDENTURES.

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

          SECTION 1107.  MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

                    To the extent, if any, that the terms of any particular
          series of Securities shall have been established in an Officer's
          Certificate or a Board Resolution as contemplated by Section 301,
          and not in a supplemental indenture, additions to, changes in or
          the elimination of any of such terms may be effected by means of
          a supplemental Officer's Certificate or a supplemental Board
          Resolution, as the case may be, delivered to, and accepted by,
          the Trustee; provided, however, that such supplemental Officer's
          Certificate or supplemental Board Resolution shall not be
          accepted by the Trustee or otherwise be effective unless all
          conditions set forth in this Indenture which would be required to
          be satisfied if such additions, changes or elimination were
          contained in a supplemental indenture shall have been
          appropriately satisfied.  Upon the acceptance thereof by the
          Trustee, any such supplemental Officer's Certificate or
          supplemental Board Resolution shall be deemed to be a
          "supplemental indenture" for purposes of Section 1104 and 1106.


                                    ARTICLE TWELVE

                     MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

          SECTION 1201.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

                    A meeting of Holders of Securities of one or more, or
          all, series, or any Tranche or Tranches thereof, may be called at
          any time and from time to time pursuant to this Article to make,
          give or take any request, demand, authorization, direction,
          notice, consent, waiver or other action provided by this
          Indenture to be made, given or taken by Holders of Securities of
          such series or Tranches.

          SECTION 1202.  CALL, NOTICE AND PLACE OF MEETINGS.

                    (a)  The Trustee may at any time call a meeting of
          Holders of Securities of one or more, or all, series, or any
          Tranche or Tranches thereof, for any purpose specified in Section
          1201, to be held at such time and (except as provided in
          subsection (b) of this Section) at such place in the Borough of
          Manhattan, The City of New York, as the Trustee shall determine,
          or, with the approval of the Company, at any other place.  Notice
          of every such meeting, setting forth the time and the place of
          such meeting and in general terms the action proposed to be taken
          at such meeting, shall be given, in the manner provided in
          Section 106, not less than twenty-one (21) nor more than one
          hundred eighty (180) days prior to the date fixed for the
          meeting.

                    (b)  The Trustee may be asked to call a meeting of the
          Holders of Securities of one or more, or all, series, or any
          Tranche or Tranches thereof, by the Company or by the Holders of
          thirty-three percentum (33%) in aggregate principal amount of all
          of such series and Tranches, considered as one class, for any
          purpose specified in Section 1201, by written request setting
          forth in reasonable detail the action proposed to be taken at the
          meeting.  If the Trustee shall have been asked by the Company to
          call such a meeting, the Company shall determine the time and
          place for such meeting and may call such meeting by giving notice
          thereof in the manner provided in subsection (a) of this Section,
          or shall direct the Trustee, in the name and at the expense of
          the Company, to give such notice.  If the Trustee shall have been
          asked to call such a meeting by Holders in accordance with this
          subsection (b), and the Trustee shall not have given the notice
          of such meeting within twenty-one (21) days after receipt of such
          request or shall not thereafter proceed to cause the meeting to
          be held as provided herein, then the Holders of Securities of
          such series and Tranches, in the principal amount above
          specified, may determine the time and the place in the Borough of
          Manhattan, The City of New York, or in such other place as shall
          be determined or approved by the Company, for such meeting and
          may call such meeting for such purposes by giving notice thereof
          as provided in subsection (a) of this Section.

                    (c)  Any meeting of Holders of Securities of one or
          more, or all, series, or any Tranche or Tranches thereof, shall
          be valid without notice if the Holders of all Outstanding
          Securities of such series or Tranches are present in person or by
          proxy and if representatives of the Company and the Trustee are
          present, or if notice is waived in writing before or after the
          meeting by the Holders of all Outstanding Securities of such
          series, or any Tranche or Tranches thereof, or by such of them as
          are not present at the meeting in person or by proxy, and by the
          Company and the Trustee.

          SECTION 1203.  PERSONS ENTITLED TO VOTE AT MEETINGS.

                    To be entitled to vote at any meeting of Holders of
          Securities of one or more, or all, series, or any Tranche or
          Tranches thereof, a Person shall be (a) a Holder of one or more
          Outstanding Securities of such series or Tranches, or (b) a
          Person appointed by an instrument in writing as proxy for a
          Holder or Holders of one or more Outstanding Securities of such
          series or Tranches by such Holder or Holders.  The only Persons
          who shall be entitled to attend any meeting of Holders of
          Securities of any series or Tranche shall be the Persons entitled
          to vote at such meeting and their counsel, any representatives of
          the Trustee and its counsel and any representatives of the
          Company and its counsel.

          SECTION 1204.  QUORUM; ACTION.

                    The Persons entitled to vote a majority in aggregate
          principal amount of the Outstanding Securities of the series and
          Tranches with respect to which a meeting shall have been called
          as hereinbefore provided, considered as one class, shall
          constitute a quorum for a meeting of Holders of Securities of
          such series and Tranches; provided, however, that if any action
          is to be taken at such meeting which this Indenture expressly
          provides may be taken by the Holders of a specified percentage,
          which is less than a majority, in principal amount of the
          Outstanding Securities of such series and Tranches, considered as
          one class, the Persons entitled to vote such specified percentage
          in principal amount of the Outstanding Securities of such series
          and Tranches, considered as one class, shall constitute a quorum. 
          In the absence of a quorum within one hour of the time appointed
          for any such meeting, the meeting shall, if convened at the
          request of Holders of Securities of such series and Tranches, be
          dissolved.  In any other case the meeting may be adjourned for
          such period as may be determined by the chairman of the meeting
          prior to the adjournment of such meeting.  In the absence of a
          quorum at any such adjourned meeting, such adjourned meeting may
          be further adjourned for such period as may be determined by the
          chairman of the meeting prior to the adjournment of such
          adjourned meeting.  Except as provided by Section 1205(e), notice
          of the reconvening of any meeting adjourned for more than thirty
          (30) days shall be given as provided in Section 106 not less than
          ten (10) days prior to the date on which the meeting is scheduled
          to be reconvened.  Notice of the reconvening of an adjourned
          meeting shall state expressly the percentage, as provided above,
          of the principal amount of the Outstanding Securities of such
          series and Tranches which shall constitute a quorum.

                    Except as limited by Section 1102, any resolution
          presented to a meeting or adjourned meeting duly reconvened at
          which a quorum is present as aforesaid may be adopted only by the
          affirmative vote of the Holders of a majority in aggregate
          principal amount of the Outstanding Securities of the series and
          Tranches with respect to which such meeting shall have been
          called, considered as one class; provided, however, that, except
          as so limited, any resolution with respect to any action which
          this Indenture expressly provides may be taken by the Holders of
          a specified percentage, which is less than a majority, in
          principal amount of the Outstanding Securities of such series and
          Tranches, considered as one class, may be adopted at a meeting or
          an adjourned meeting duly reconvened and at which a quorum is
          present as aforesaid by the affirmative vote of the Holders of
          such specified percentage in principal amount of the Outstanding
          Securities of such series and Tranches, considered as one class.

                    Any resolution passed or decision taken at any meeting
          of Holders of Securities duly held in accordance with this
          Section shall be binding on all the Holders of Securities of the
          series and Tranches with respect to which such meeting shall have
          been held, whether or not present or represented at the meeting.

          SECTION 1205.  ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING
                         RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.

                    (a)  Attendance at meetings of Holders of Securities
          may be in person or by proxy; and, to the extent permitted by
          law, any such proxy shall remain in effect and be binding upon
          any future Holder of the Securities with respect to which it was
          given unless and until specifically revoked by the Holder or
          future Holder (except as provided in Section 104(g)) of such
          Securities before being voted.

                    (b)  Notwithstanding any other provisions of this
          Indenture, the Trustee may make such reasonable regulations as it
          may deem advisable for any meeting of Holders of Securities in
          regard to proof of the holding of such Securities and of the
          appointment of proxies and in regard to the appointment and
          duties of inspectors of votes, the submission and examination of
          proxies, certificates and other evidence of the right to vote,
          and such other matters concerning the conduct of the meeting as
          it shall deem appropriate.  Except as otherwise permitted or
          required by any such regulations and approved by the Company, the
          holding of Securities shall be proved in the manner specified in
          Section 104 and the appointment of any proxy shall be proved in
          the manner specified in Section 104.  Such regulations may
          provide that written instruments appointing proxies, regular on
          their face, may be presumed valid and genuine without the proof
          specified in Section 104 or other proof.

                    (c)  The Trustee shall, by an instrument in writing,
          appoint a temporary chairman of the meeting, unless the meeting
          shall have been called by the Company or by Holders as provided
          in Section 1202(b), in which case the Company or the Holders of
          Securities of the series and Tranches calling the meeting, as the
          case may be, shall in like manner appoint a temporary chairman. 
          A permanent chairman and a permanent secretary of the meeting
          shall be elected by vote of the Persons entitled to vote a
          majority in aggregate principal amount of the Outstanding
          Securities of all series and Tranches represented at the meeting,
          considered as one class.

                    (d)  At any meeting each Holder or proxy shall be
          entitled to one vote for each One Thousand Dollars ($1,000)
          principal amount of Outstanding Securities held or represented by
          such Holder; provided, however, that no vote shall be cast or
          counted at any meeting in respect of any Security challenged as
          not Outstanding and ruled by the chairman of the meeting to be
          not Outstanding.  The chairman of the meeting shall have no right
          to vote, except as a Holder of a Security or proxy.

                    (e)  Any meeting duly called pursuant to Section 1202
          at which a quorum is present may be adjourned from time to time
          by Persons entitled to vote a majority in aggregate principal
          amount of the Outstanding Securities of all series and Tranches
          represented at the meeting, considered as one class; and the
          meeting may be held as so adjourned without further notice.

          SECTION 1206.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

                    The vote upon any resolution submitted to any meeting
          of Holders shall be by written ballots on which shall be
          subscribed the signatures of the Holders or of their
          representatives by proxy and the principal amounts and serial
          numbers of the Outstanding Securities, of the series and Tranches
          with respect to which the meeting shall have been called, held or
          represented by them.  The permanent chairman of the meeting shall
          appoint two inspectors of votes who shall count all votes cast at
          the meeting for or against any resolution and who shall make and
          file with the secretary of the meeting their verified written
          reports of all votes cast at the meeting.  A record in duplicate
          of the proceedings of each meeting of Holders shall be prepared
          by the secretary of the meeting and there shall be attached to
          such record the original reports of the inspectors of votes on
          any vote by ballot taken thereat and affidavits by one or more
          persons having knowledge of the facts setting forth a copy of the
          notice of the meeting and showing that such notice was given as
          provided in Section 1202 and, if applicable, Section 1204.  Each
          copy shall be signed and verified by the affidavits of the
          permanent chairman and secretary of the meeting and one such copy
          shall be delivered to the Company, and another to the Trustee to
          be preserved by the Trustee, the latter to have attached thereto
          the ballots voted at the meeting.  Any record so signed and
          verified shall be conclusive evidence of the matters therein
          stated.

          SECTION 1207.  ACTION WITHOUT MEETING.

                    In lieu of a vote of Holders at a meeting as
          hereinbefore contemplated in this Article, any request, demand,
          authorization, direction, notice, consent, waiver or other action
          may be made, given or taken by Holders by written instruments as
          provided in Section 104.

                                   ARTICLE THIRTEEN

                  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                    AND DIRECTORS

          SECTION 1301.  LIABILITY SOLELY CORPORATE.

                    No recourse shall be had for the payment of the
          principal of or premium, if any, or interest, if any, on any
          Securities, or any part thereof, or for any claim based thereon
          or otherwise in respect thereof, or of the indebtedness
          represented thereby, or upon any obligation, covenant or
          agreement under this Indenture, against any incorporator,
          stockholder, officer or director, as such, past, present or
          future, of the Company or of any predecessor or successor
          corporation (either directly or through the Company or a
          predecessor or successor corporation), whether by virtue of any
          constitutional provision, statute or rule of law or by the
          enforcement of any assessment or penalty or otherwise; it being
          expressly agreed and understood that this Indenture and all the
          Securities are solely corporate obligations and that no personal
          liability whatsoever shall attach to, or be incurred by, any
          incorporator, stockholder, officer or director, past, present or
          future, of the Company or of any predecessor or successor
          corporation, either directly or indirectly through the Company or
          any predecessor or successor corporation, because of the
          indebtedness hereby authorized or under or by reason of any of
          the obligations, covenants or agreements contained in this
          Indenture or in any of the Securities or to be implied herefrom
          or therefrom; and such personal liability, if any, is hereby
          expressly waived and released as a condition of, and as part of
          the consideration for, the execution and delivery of this
          Indenture and the issuance of the Securities.

                    IN WITNESS WHEREOF, the parties hereto have caused this
          Indenture to be duly executed as of the day and year first above
          written.

                                   TUCSON ELECTRIC POWER COMPANY


                                   By:  /s/ Kevin P. Larson
                                   -----------------------------------
                                        Name:     Kevin P. Larson
                                        Title:    Vice President and
                                                  Treasurer


                                   BANK OF MONTREAL TRUST COMPANY, Trustee


                                   By:  /s/ Peter Morse
                                   -----------------------------------
                                        Name:     Peter Morse
                                        Title:    Vice President