EXHIBIT 4f

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                                  INDENTURE OF TRUST



                                       BETWEEN



                               COCONINO COUNTY, ARIZONA
                            POLLUTION CONTROL CORPORATION



                                         AND



                    FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION




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




                              DATED AS OF APRIL 1, 1997



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




                                     AUTHORIZING

                           POLLUTION CONTROL REVENUE BONDS,
                                    1997 SERIES B
                    (TUCSON ELECTRIC POWER COMPANY NAVAJO PROJECT)


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   <PAGE> 


                                  TABLE OF CONTENTS

                                                                       Page
                                                                       ----

          Parties . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
          Recitals  . . . . . . . . . . . . . . . . . . . . . . . . . .   1
          Granting Clause . . . . . . . . . . . . . . . . . . . . . . .   2

                                      ARTICLE I

                                     DEFINITIONS

          Section 1.01.  Definitions. . . . . . . . . . . . . . . . . .   2

                                      ARTICLE II

                                      THE BONDS

          Section 2.01.  Creation of Bonds. . . . . . . . . . . . . . .   8
          Section 2.02.  Form of Bonds. . . . . . . . . . . . . . . . .   9
          Section 2.03.  Execution of Bonds.  . . . . . . . . . . . . .   9
          Section 2.04.  Authentication of Bonds. . . . . . . . . . . .  10
          Section 2.05.  Bonds Not General Obligations. . . . . . . . .  10
          Section 2.06.  Prerequisites to Authentication of Bonds.  . .  10
          Section 2.07.  Lost or Destroyed Bonds or Bonds Canceled in
                          Error . . . . . . . . . . . . . . . . . . . .  11
          Section 2.08.  Transfer, Registration and Exchange of Bonds .  11
          Section 2.09.  Other Obligations  . . . . . . . . . . . . . .  13
          Section 2.10   Temporary Bonds  . . . . . . . . . . . . . . .  13
          Section 2.11.  Cancellation of Bonds  . . . . . . . . . . . .  13
          Section 2.12.  Payment of Principal and Interest  . . . . . .  13
          Section 2.13.  Applicability of Book-Entry Provisions . . . .  14

                                     ARTICLE III

                                 REDEMPTION OF BONDS

          Section 3.01.  Redemption Provisions  . . . . . . . . . . . .  14
          Section 3.02.  Selection of Bonds to be Redeemed  . . . . . .  15
          Section 3.03.  Procedure for Redemption . . . . . . . . . . .  16
          Section 3.04.  Payment of Redemption Price  . . . . . . . . .  16
          Section 3.05.  No Partial Redemption After Default  . . . . .  16

          *    This table of  contents is not a part  of the Indenture, and
               is  for convenience  only.   The captions  herein are  of no
               legal effect and do  not vary the meaning or legal effect of
               any part of the Indenture.


                                      ARTICLE IV

                                    THE BOND FUND


          Section 4.01.  Creation of Bond Fund  . . . . . . . . . . . .  17
          Section 4.02.  Liens  . . . . . . . . . . . . . . . . . . . .  17
          Section 4.03.  Deposits into Bond Fund  . . . . . . . . . . .  17
          Section 4.04.  Use of Moneys in Bond Fund . . . . . . . . . .  17
          Section 4.05.  Custody of Bond Fund; Withdrawal of Moneys . .  17
          Section 4.06.  Bonds Not Presented for Payment  . . . . . . .  18
          Section 4.07.  Moneys Held in Trust . . . . . . . . . . . . .  18

                                      ARTICLE V

                               DISPOSITION OF PROCEEDS

          Section 5.01.  Disposition of Proceeds. . . . . . . . . . . .  18

                                      ARTICLE VI

                                     INVESTMENTS

          Section 6.01.  Investments  . . . . . . . . . . . . . . . . .  19

                                     ARTICLE VII

                                  GENERAL COVENANTS

          Section 7.01.  No General Obligations . . . . . . . . . . . .  19
          Section 7.02.  Performance of Covenants of the Pollution Control
                          Corporation; Representations  . . . . . . . .  19
          Section 7.03.  Maintenance of Rights and Powers; Compliance with
                          Laws  . . . . . . . . . . . . . . . . . . . .  20
          Section 7.04.  Enforcement   of   Obligations  of   the  Company;
                           Amendments . . . . . . . . . . . . . . . . .  20
          Section 7.05.  Further Instruments. . . . . . . . . . . . . .  20
          Section 7.06.  No Disposition of Trust Estate.  . . . . . . .  20
          Section 7.07.  Financing Statements.    . . . . . . . . . . .  20
          Section 7.08.  Tax Covenants; Rebate Fund.  . . . . . . . . .  20
          Section 7.09.  Notices of Trustee.  . . . . . . . . . . . . .  21

                                     ARTICLE VIII

                                      DEFEASANCE

          Section 8.01.  Defeasance.  . . . . . . . . . . . . . . . . .  21

                                      ARTICLE IX

                                DEFAULTS AND REMEDIES

          Section 9.01.  Events of Default. . . . . . . . . . . . . . .  23
          Section 9.02.  Remedies.  . . . . . . . . . . . . . . . . . .  24
          Section 9.03.  Restoration to Former Position.  . . . . . . .  24
          Section 9.04.  Owners' Right to Direct Proceedings. . . . . .  24
          Section 9.05.  Limitation on Owners' Right to Institute
                          Proceedings.  . . . . . . . . . . . . . . . .  25
          Section 9.06.  No Impairment of Right to Enforce Payment. . .  25
          Section 9.07.  Proceedings by Trustee without Possession of
                          Bonds.  . . . . . . . . . . . . . . . . . . .  25
          Section 9.08.  No Remedy Exclusive. . . . . . . . . . . . . .  25
          Section 9.09.  No Waiver of Remedies. . . . . . . . . . . . .  25
          Section 9.10.  Application of Moneys. . . . . . . . . . . . .  26
          Section 9.11.  Severability of Remedies.  . . . . . . . . . .  26

                                      ARTICLE X

                TRUSTEE; PAYING AGENT AND CO-PAYING AGENTS; REGISTRAR

          Section 10.01. Acceptance of Trusts.  . . . . . . . . . . . .  27
          Section 10.02. No Responsibility for Recitals.  . . . . . . .  27
          Section 10.03. Limitations on Liability.  . . . . . . . . . .  27
          Section 10.04. Compensation, Expenses and Advances. . . . . .  27
          Section 10.05. Notice of Events of Default. . . . . . . . . .  28
          Section 10.06. Action by Trustee. . . . . . . . . . . . . . .  28
          Section 10.07. Good Faith Reliance. . . . . . . . . . . . . .  28
          Section 10.08. Dealings in Bonds and with the Pollution Control
                          Corporation and the Company.  . . . . . . . .  29
          Section 10.09. Allowance of Interest. . . . . . . . . . . . .  29
          Section 10.10. Construction of Indenture. . . . . . . . . . .  29
          Section 10.11. Resignation of Trustee.  . . . . . . . . . . .  29
          Section 10.12. Removal of Trustee.  . . . . . . . . . . . . .  29
          Section 10.13. Appointment of Successor Trustee.  . . . . . .  30
          Section 10.14. Qualifications of Successor Trustee. . . . . .  30
          Section 10.15. Judicial Appointment of Successor Trustee. . .  30
          Section 10.16. Acceptance of Trusts by Successor Trustee. . .  30
          Section 10.17. Successor by Merger or Consolidation.  . . . .  31
          Section 10.18. Standard of Care.  . . . . . . . . . . . . . .  31
          Section 10.19. Notice to Owners of Bonds of Event of Default.  31
          Section 10.20. Intervention  in  Litigation   of  the   Pollution
          Control
                          Corporation.  . . . . . . . . . . . . . . . .  31
          Section 10.21. Paying Agent; Co-Paying Agents.  . . . . . . .  31
          Section 10.22. Qualifications of Paying Agent and Co-Paying 
                           Agents; Resignation; Removal.  . . . . . . .  32
          Section 10.23. Registrar. . . . . . . . . . . . . . . . . . .  33
          Section 10.24. Qualifications of Registrar; Resignation;
                          Removal.  . . . . . . . . . . . . . . . . . .  33
          Section 10.25. Several Capacities.  . . . . . . . . . . . . .  33

                                      ARTICLE XI

                   EXECUTION OF INSTRUMENTS BY OWNERS OF BONDS AND
                             PROOF OF OWNERSHIP OF BONDS

          Section 11.01. Execution of Instruments; Proof of Ownership.   34

                                     ARTICLE XII

                MODIFICATION OF THIS INDENTURE AND THE LOAN AGREEMENT

          Section 12.01. Limitations. . . . . . . . . . . . . . . . . .  34
          Section 12.02. Supplemental Indentures without Owner Consent.  34
          Section 12.03. Supplemental Indentures with Consent of Owners.  
                                                                         35
          Section 12.04. Effect of Supplemental Indenture.  . . . . . .  36
          Section 12.05. Consent of the Company.  . . . . . . . . . . .  36
          Section 12.06. Amendment of Loan Agreement without Consent of
                          Owners. . . . . . . . . . . . . . . . . . . .  37
          Section 12.07. Amendment of Loan Agreement with Consent of
                          Owners. . . . . . . . . . . . . . . . . . . .  37

                                     ARTICLE XIII

                                    MISCELLANEOUS

          Section 13.01. Successors of the Pollution Control Corporation. 
                                                                         37
          Section 13.02. Parties in Interest. . . . . . . . . . . . . .  38
          Section 13.03. Severability.  . . . . . . . . . . . . . . . .  38
          Section 13.04. No Personal Liability of Pollution Control
                          Corporation Officials.  . . . . . . . . . . .  38
          Section 13.05. Bonds Owned by the Pollution Control Corporation 
                          or the Company. . . . . . . . . . . . . . . .  38
          Section 13.06. Counterparts.  . . . . . . . . . . . . . . . .  38
          Section 13.07. Governing Law. . . . . . . . . . . . . . . . .  39
          Section 13.08. Notices. . . . . . . . . . . . . . . . . . . .  39
          Section 13.09. Holidays.  . . . . . . . . . . . . . . . . . .  39
          Section 13.10. Statutory Notice Regarding Cancellation of
                          Contracts.    . . . . . . . . . . . . . . . .  39


          Testimonium . . . . . . . . . . . . . . . . . . . . . . . .    40
          Signatures and Seals  . . . . . . . . . . . . . . . . . . .    40

          Exhibit A - Form of Bond  . . . . . . . . . . . . . . . . . . A-1
          Exhibit B - Form of Endorsement of Transfer . . . . . . . . . B-1
          Exhibit C - Form of Certificate of Authentication . . . . . . C-1


   <PAGE> 



                                  INDENTURE OF TRUST

               THIS INDENTURE OF  TRUST, dated  as of April  1, 1997  (this
          "Indenture"), between COCONINO  COUNTY, ARIZONA POLLUTION CONTROL
          CORPORATION, an  Arizona  nonprofit corporation  and a  political
          subdivision  of  the State  of  Arizona  (hereinafter called  the
          "Pollution Control  Corporation"), and  First Trust of  New York,
          National   Association,  as   trustee  (hereinafter   called  the
          "Trustee"),

                                W I T N E S S E T H :


               WHEREAS, the Pollution Control Corporation is authorized and
          empowered under Title 35, Chapter 6, Arizona Revised Statutes, as
          amended  (the "Act"), to issue  its bonds in  accordance with the
          Act and to  make secured or  unsecured loans  for the purpose  of
          financing   or   refinancing   the   acquisition,   construction,
          improvement   or  equipping   of  pollution   control  facilities
          consisting  of real  and personal  properties, including  but not
          limited  to  machinery  and  equipment  whether  or  not  now  in
          existence  or under construction, which  are used in  whole or in
          part to control,  prevent, abate, alter, dispose or  store, solid
          waste,   thermal,   noise,  atmospheric   or   water  pollutants,
          contaminants or products therefrom, whether such facilities serve
          one  or more purposes  or functions  in addition  to controlling,
          preventing,   abating,  altering,   disposing  or   storing  such
          pollutants, contaminants or the products therefrom, and to charge
          and collect interest  on such  loans and pledge  the proceeds  of
          loan agreements as security  for the payment of the  principal of
          and interest on bonds,  or designated issues of bonds,  issued by
          the  Pollution Control  Corporation  and any  agreements made  in
          connection  therewith, whenever  the  Board of  Directors of  the
          Pollution  Control   Corporation  finds  such  loans   to  be  in
          furtherance of the purposes of the Pollution Control Corporation;

               WHEREAS,  the Pollution  Control Corporation  has heretofore
          issued  and sold  $25,000,000 aggregate  principal amount  of its
          Pollution  Control  Revenue Bonds,  1974 Series  A (Tucson  Gas &
          Electric  Company Project)  (the "1974  Bonds") due  December 17,
          1975,  the proceeds of which were loaned to Tucson Electric Power
          Company, an Arizona  corporation formerly known  as Tucson Gas  &
          Electric Company (the "Company");

               WHEREAS,   the  Pollution   Control  Corporation   has  also
          heretofore issued and sold $15,700,000 aggregate principal amount
          of its Pollution Control Revenue Bonds, 1975 Series A (Tucson Gas
          & Electric Company Project)  (the "1975 Bonds"), the  proceeds of
          which  were  loaned  to the  Company  to  pay  a  portion of  the
          principal amount of the 1974 Bonds; and

               WHEREAS,   the  Pollution   Control  Corporation   has  also
          heretofore issued and sold $14,700,000 aggregate principal amount
          of its  Pollution Control Refunding Revenue Bonds,  1996 Series B
          (Tucson  Electric Power  Company  Project), all  of which  remain
          outstanding (the "1996 Bonds"), the proceeds of which were loaned
          to the Company  to pay  the outstanding principal  amount of  the
          1975 Bonds; and

               WHEREAS, the Pollution Control Corporation proposes to issue
          and  sell its  revenue  bonds to  refinance,  by the  payment  or
          redemption of the 1996 Bonds,  or provisions therefor, a  portion
          of the  costs of  the acquisition, construction,  improvement and
          equipping  of  the  pollution  control  facilities  described  in
          Exhibit A to the Loan  Agreement, dated as of April 1,  1997 (the
          "Loan Agreement"), between the Pollution Control  Corporation and
          the Company, paid from the proceeds of the 1975 Bonds;

               NOW, THEREFORE,  for and in consideration  of these premises
          and the mutual  covenants herein contained, of  the acceptance by
          the Trustee of  the trusts  hereby created, of  the purchase  and
          acceptance of the  Bonds by the  Owners (as hereinafter  defined)
          thereof and of  the sum of one dollar lawful  money of the United
          States of  America, to it duly  paid by the Trustee  at or before
          the  execution and delivery of these presents, and for other good
          and valuable  consideration the receipt and  sufficiency of which
          are  hereby acknowledged, in order  to secure the  payment of the
          principal  of and premium, if  any, and interest  on the Bonds at
          any  time   Outstanding  (as  hereinafter  defined)   under  this
          Indenture according to their tenor and effect and the performance
          and observance by  the Pollution Control  Corporation of all  the
          covenants  and  conditions   expressed  or  implied   herein  and
          contained in  the Bonds,  the Pollution Control  Corporation does
          hereby grant, bargain, sell, convey, mortgage, pledge and assign,
          and   grant  a  security  interest  in,   the  Trust  Estate  (as
          hereinafter  defined) to the Trustee, its successors in trust and
          their assigns forever;

               TO HAVE  AND TO HOLD  all the same  with all privileges  and
          appurtenances hereby conveyed and assigned, or agreed or intended
          so  to be,  to the  Trustee, its  successors in  trust and  their
          assigns forever;

               IN TRUST NEVERTHELESS, upon the terms and trusts  herein set
          forth,  first,  for  the  equal  and  proportionate  benefit  and
          security  of all Owners of the Bonds  issued under and secured by
          this Indenture without preference,  priority or distinction as to
          the lien of any Bonds over any other Bonds;

               PROVIDED,  HOWEVER,  that if,  after  the  right, title  and
          interest of  the Trustee  in and to  the Trust Estate  shall have
          ceased,  terminated and  become void  in accordance  with Article
          VIII hereof, the principal  of and premium, if any,  and interest
          on the Bonds shall have been paid to the Owners thereof, or shall
          have  been paid to the  Company pursuant to  Section 4.06 hereof,
          then and  in that case these  presents and the  estate and rights
          hereby granted shall cease, terminate and be  void, and thereupon
          the Trustee shall cancel and discharge this Indenture and execute
          and deliver  to the Pollution Control Corporation and the Company
          such instruments in writing as shall be requisite to evidence the
          discharge hereof; otherwise this Indenture is to be and remain in
          full force and effect.

               THIS  INDENTURE  OF  TRUST  FURTHER WITNESSETH,  and  it  is
          expressly declared,  that all Bonds issued  and secured hereunder
          are to  be  issued, authenticated  and delivered,  and the  Trust
          Estate and the other estate  and rights hereby granted are  to be
          dealt with and disposed of, under, upon and subject to the terms,
          conditions, stipulations, covenants, agreements, trusts, uses and
          purposes as  hereinafter  expressed, and  the  Pollution  Control
          Corporation has agreed and covenanted, and does hereby  agree and
          covenant, with the  Trustee and with the respective  Owners, from
          time to time, of the Bonds, as follows:



                                      ARTICLE I

                                     DEFINITIONS

               Section 1.01.  Definitions.    The  terms  defined  in  this
          Article I shall,  for all  purposes of this  Indenture, have  the
          meanings  herein specified, unless  the context  clearly requires
          otherwise:

          Act:

               "Act"  shall  mean  Title 35,  Chapter 6,   Arizona  Revised
          Statutes,  and   all  acts  supplemental  thereto  or  amendatory
          thereof.

          Administration Expenses:

               "Administration Expenses" shall mean the reasonable expenses
          incurred by the Pollution Control Corporation with respect to the
          Loan  Agreement,  this Indenture  and  any  transaction or  event
          contemplated by  the Loan Agreement or  this Indenture, including
          the  compensation  and  reimbursement of  expenses  and  advances
          payable  to the Trustee, to the Paying Agent, any Co-Paying Agent
          and the Registrar.

          Authorized Company Representative:

               "Authorized Company Representative"  shall mean each  person
          at the time designated to act on behalf of the Company by written
          certificate furnished  to the Pollution  Control Corporation  and
          the Trustee containing the specimen signature  of such person and
          signed  on behalf  of  the Company  by  its President,  any  Vice
          President  or its Treasurer,  together with its  Secretary or any
          Assistant Secretary.

          Bond Counsel:

               "Bond Counsel"  shall mean any  firm or firms  of nationally
          recognized bond counsel experienced  in matters pertaining to the
          validity  of,  and exclusion  from gross  income for  federal tax
          purposes  of interest  on  bonds issued  by states  and political
          subdivisions,  selected  by the  Company  and  acceptable to  the
          Pollution Control Corporation.

          Bond Fund:

          "Bond Fund" shall mean the fund created by Section 4.01 hereof.

          Bonds:

               "Bond"  or "Bonds"  shall mean  the  bonds authorized  to be
          issued under this Indenture.

          Code:

               "Code" shall mean the  Internal Revenue Code of 1986  or any
          successor  statute thereto.  Each  reference to a  section of the
          Code herein shall be deemed to include the United States Treasury
          Regulations proposed  or in  effect thereunder and  applicable to
          the  Bonds or  the use  of proceeds  thereof, unless  the context
          clearly requires  otherwise.   References to any  particular Code
          section shall, in the event of a successor Code, be  deemed to be
          a reference to the successor to such Code section.

          Company:

               "Company"  shall  mean  Tucson  Electric  Power  Company,  a
          corporation organized and existing under the laws of the State of
          Arizona, its  successors  and their  assigns, including,  without
          limitation, any successor  obligor under Section 6.01 or  7.01 of
          the  Loan  Agreement to  the  extent of  the  obligations assumed
          thereunder.

          Depositary:

               "Depositary" shall mean The  Depository Trust Company or any
          successor thereto as a securities repository for the Bonds.

          Facilities:

               "Facilities" shall mean  the real  and personal  properties,
          machinery  and equipment  currently existing,  under construction
          and to be  constructed which are  described in Exhibit  A to  the
          Loan  Agreement,  as revised  from time  to  time to  reflect any
          changes  therein, additions  thereto, substitutions  therefor and
          deletions therefrom permitted by the terms of the Loan Agreement,
          subject, however, to the  provisions of Section 7.01 of  the Loan
          Agreement.

          Government Obligations:

               "Government Obligations" shall mean:

                    (a) direct obligations of, or obligations the principal
               of and interest on  which are unconditionally guaranteed by,
               the  United States of America 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 organized under the laws of the  United States
               of  America or of any  state or territory  thereof or of the
               District of Columbia, with  a combined capital stock surplus
               and undivided profits of at least $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.

          Indenture:

               "Indenture" shall mean this Indenture of Trust,  dated as of
          April 1, 1997, between the Pollution Control Corporation and  the
          Trustee, and any  and all modifications,  alterations, amendments
          and supplements thereto.

          Investment Securities:

               "Investment  Securities" shall  mean  any of  the  following
          obligations or securities on which neither the Company nor any of
          its subsidiaries is the  obligor: (a) Government Obligations; (b)
          interest bearing  deposit accounts  (which may be  represented by
          certificates  of deposit)  in  national, state  or foreign  banks
          having  a  combined   capital  and  surplus  of   not  less  than
          $10,000,000; (c)  bankers' acceptances  drawn on and  accepted by
          commercial banks  having a combined  capital and  surplus of  not
          less  than  $10,000,000;  (d)  (i) direct  obligations  of,  (ii)
          obligations  the   principal  of   and  interest  on   which  are
          unconditionally guaranteed by,  and (iii)  any other  obligations
          the interest  on  which is  exempt from  federal income  taxation
          issued  by,  any  state of  the  United  States  of America,  the
          District of Columbia or  the Commonwealth of Puerto Rico,  or any
          political subdivision, agency, authority or other instrumentality
          of  any of  the foregoing,  which, in  any case,  are rated  by a
          nationally  recognized rating agency in any  of its three highest
          rating   categories;   (e)   obligations   of   any   agency   or
          instrumentality of  the United States of  America; (f) commercial
          or  finance  company  paper  which   is  rated  by  a  nationally
          recognized rating  agency  in any  of  its three  highest  rating
          categories; (g) corporate debt securities issued by  corporations
          having debt  securities rated  by a nationally  recognized rating
          agency  in  any  of  its three  highest  rating  categories;  (h)
          repurchase  agreements with  banking  or  financial  institutions
          having   a  combined  capital  and  surplus   of  not  less  than
          $10,000,000 with respect  to any of the foregoing  obligations or
          securities;  (i) shares  or  interests  in registered  investment
          companies whose assets consist of obligations or securities which
          are described in  any other clause of this  sentence; and (j) any
          other obligations which may lawfully be purchased by the Trustee.
          The commercial  banks and banking institutions  referred to above
          may  include  the  entities  acting  as  Trustee,  Paying  Agent,
          Co-Paying  Agent or  Registrar hereunder  if such  entities shall
          otherwise satisfy the requirements set forth above.

          Loan Agreement:

               "Loan Agreement" shall mean the Loan Agreement, dated as  of
          April 1,  1997, between the Pollution Control Corporation and the
          Company relating  to the  Bonds, and  any and  all modifications,
          alterations, amendments and supplements thereto.

          Loan Payments:

               "Loan Payments" shall mean the  payments required to be made
          by the Company pursuant to Section 5.01 of the Loan Agreement.

          1954 Code:

               "1954 Code" shall mean the Internal Revenue Code of 1954, as
          amended.

          1975 Bonds:

               "1975  Bonds" shall mean the $15,700,000 aggregate principal
          amount of the  Pollution Control Corporation's Pollution  Control
          Revenue  Bonds, 1975  Series  A (Tucson  Gas  & Electric  Company
          Project).

          1974 Bonds:

               "1974  Bonds" shall mean the $25,000,000 aggregate principal
          amount of the  Pollution Control Corporation's Pollution  Control
          Revenue Bonds,  1974  Series A  (Tucson  Gas &  Electric  Company
          Project).

          1996 Bonds:

               "1996  Bonds" shall mean the $14,700,000 aggregate principal
          amount of the  Pollution Control Corporation's Pollution  Control
          Refunding  Revenue Bonds,  1996 Series  B (Tucson  Electric Power
          Company Project).

          Notice by Mail:

               "Notice  by Mail" or "notice" of any action or condition "by
          Mail" shall mean  a written  notice meeting  the requirements  of
          this Indenture  mailed  by  first-class  mail to  the  Owners  of
          specified  registered  Bonds  at   the  addresses  shown  in  the
          registration books  maintained pursuant  to Section  2.08 hereof;
          provided, however, that if, because of the temporary or permanent
          suspension of  delivery  of first-class  mail  or for  any  other
          reason,  it is impossible or impracticable to give such notice by
          first-class  mail, then  such giving  of notice in  lieu thereof,
          which may include publication, as shall be made with the approval
          of  the  Trustee  (or, if  there  be  no  trustee hereunder,  the
          Pollution  Control  Corporation)  shall constitute  a  sufficient
          giving of such notice.

          Notice by Publication:

               "Notice  by  Publication"  or  "notice"  of  any  action  or
          condition  "by Publication"  shall mean  publication of  a notice
          meeting  the requirements  of this  Indenture in  a newspaper  or
          financial journal of general circulation in The City of New York,
          New York, which carries financial news, is printed in the English
          language  and  is customarily  published  on  each business  day;
          provided, however,  that  any successive  weekly  publication  of
          notice required hereunder may be made, unless otherwise expressly
          provided herein, on the same or different days of the week and in
          the  same  or different  newspapers  or  financial journals;  and
          provided, further, that if, because of the temporary or permanent
          suspension  of  the publication  or  general  circulation of  any
          newspaper or financial  journal or  for any other  reason, it  is
          impossible or impracticable to publish such notice in  the manner
          herein  described, then such publication in lieu thereof as shall
          be  made with  the approval of  the Trustee  (or, if  there be no
          trustee  hereunder,  the  Pollution  Control  Corporation)  shall
          constitute a sufficient publication of such notice.

          Outstanding:

               "Outstanding", when  used in  reference to the  Bonds, shall
          mean,  as  at any  particular date,  the  aggregate of  all Bonds
          authenticated and delivered under this Indenture except:

                    (a) those canceled by  the Trustee at or prior  to such
               date or delivered to or acquired by the  Trustee at or prior
               to such date for cancellation;

                    (b) those deemed to be  paid in accordance with Article
               VIII hereof; and

                    (c) those in lieu of or in exchange or substitution for
               which  other  Bonds  shall   have  been  authenticated   and
               delivered   pursuant  to   this   Indenture,  unless   proof
               satisfactory  to the  Trustee and  the Company  is presented
               that  such Bonds  are  held by  a bona  fide  holder in  due
               course.

          Owner:

               "Owner"  shall mean  the person  in whose  name any  Bond is
          registered  upon the  registration books  maintained pursuant  to
          Section 2.08 hereof.  The Company may be an Owner.

          Paying Agent; Co-Paying Agent; Principal Office thereof:

               "Paying Agent"  and "Co-Paying Agent" shall  mean the paying
          agent  and  any  co-paying  agent appointed  in  accordance  with
          Section  10.21 hereof.  "Principal Office" of the Paying Agent or
          any Co-Paying Agent  shall mean the office thereof  designated in
          writing to the Trustee.

          Plant:

               "Plant"  shall  mean  the   Navajo  Generating  Station,  an
          electric power  generating plant near Page,  Arizona, in Coconino
          County,  Arizona, and  any additions  or improvements  thereto or
          replacements thereof.

          Pollution Control Corporation:

               "Pollution Control Corporation"  shall mean Coconino County,
          Arizona  Pollution  Control  Corporation,  an  Arizona  nonprofit
          corporation and  a political subdivision of the  State of Arizona
          incorporated for and with the approval of the County of Coconino,
          Arizona, pursuant  to the provisions  of the Constitution  of the
          State of Arizona and the Act, its successors and their assigns.

          Rebate Fund:

               "Rebate Fund"  shall mean the  fund created by  Section 7.08
          hereof.

          Receipts and  Revenues of the Pollution  Control Corporation from
          the Loan Agreement:

               "Receipts and Revenues of the Pollution Control  Corporation
          from the Loan Agreement" shall mean all moneys paid or payable to
          the Trustee for  the account of the Pollution Control Corporation
          by  the  Company in  respect of  the  Loan Payments  and payments
          pursuant to Section 9.01  of the Loan Agreement and  all receipts
          of  the Trustee  which, under the  provisions of  this Indenture,
          reduce the amount of such payments.

          Record Date:

               "Record  Date"  shall mean  the  close  of  business on  the
          fifteenth (15th) day of  the calendar month immediately preceding
          each regularly scheduled interest payment date.

          Registrar; Principal Office thereof:

               "Registrar" shall mean the registrar appointed in accordance
          with Section 10.23 hereof.   "Principal Office" of  the Registrar
          shall mean  the  office  thereof  designated in  writing  to  the
          Trustee.

          Supplemental Indenture:

               "Supplemental Indenture"  shall mean  any  indenture of  the
          Pollution  Control  Corporation  modifying,  altering,  amending,
          supplementing or  confirming this  Indenture for any  purpose, in
          accordance with the terms thereof and hereof.

          Supplemental Loan Agreement:

               "Supplemental  Loan  Agreement"  shall  mean  any  agreement
          between  the  Pollution  Control  Corporation   and  the  Company
          modifying,   altering,   amending  or   supplementing   the  Loan
          Agreement, in accordance with the terms thereof and hereof.

          Tax Agreement:

               "Tax  Agreement"  shall  mean   that  tax  certificate   and
          agreement,  dated  the date  of  the  initial authentication  and
          delivery of the Bonds,  between the Pollution Control Corporation
          and the Company, relating to the requirements of the Code and the
          1954 Code, and any and all modifications, alterations, amendments
          and supplements thereto.

          Trust Estate:

               "Trust  Estate" shall mean at any particular time all right,
          title and interest of the Pollution Control Corporation in and to
          the Loan Agreement (except its  rights under Sections 5.03, 5.04,
          6.03 and 8.05  thereof and  any rights of  the Pollution  Control
          Corporation   to   receive   notices,   certificates,   requests,
          requisitions  and  other  communications  thereunder),  including
          without limitation,  the Receipts  and Revenues of  the Pollution
          Control Corporation from  the Loan Agreement,  the Bond Fund  and
          all moneys and Investment Securities from time to time on deposit
          therein (excluding, however, any  moneys or Investment Securities
          held   in  the  Rebate  Fund),  any  and  all  other  moneys  and
          obligations (other than  Bonds) which at such  time are deposited
          or are required to be deposited with, or are held or are required
          to be held by or on  behalf of, the Trustee, the Paying  Agent or
          any  Co-Paying Agent in trust under any of the provisions of this
          Indenture and  all other  rights, titles  and interests  which at
          such  time are subject to  the lien of  this Indenture; provided,
          however, that in  no event shall there  be included in the  Trust
          Estate  (a) moneys or obligations  deposited with or  held by the
          Trustee in the Rebate Fund pursuant to Section 7.08 hereof or (b)
          moneys or obligations deposited  with or paid to the  Trustee for
          the redemption or payment  of Bonds which are deemed to have been
          paid  in accordance  with  Article  VIII  hereof or  moneys  held
          pursuant to Section 4.06 hereof.

          Trustee; Principal Office thereof:

               "Trustee"  shall  mean First  Trust  of  New York,  National
          Association, as  trustee under this Indenture,  its successors in
          trust and their assigns.  "Principal Office" of the Trustee shall
          mean the principal corporate trust  office of the Trustee,  which
          office at the date of acceptance by the Trustee of the duties and
          obligations imposed on the  Trustee by this Indenture is  located
          at the address specified in Section 13.08 hereof.

                                      ARTICLE II

                                      THE BONDS

               Section 2.01.  Creation   of   Bonds.     There   is  hereby
          authorized and created under  this Indenture, for the purpose  of
          providing moneys to pay, or redeem, or provide for the redemption
          therefor, of the  1996 Bonds, an issue of Bonds,  entitled to the
          benefit,  protection  and  security  of this  Indenture,  in  the
          aggregate  principal  amount  of Fourteen  Million  Seven Hundred
          Thousand  Dollars  ($14,700,000).   Each  of the  Bonds  shall be
          designated  by  the  title "Coconino  County,  Arizona  Pollution
          Control Corporation Pollution Control Revenue Bond, 1997 Series B
          (Tucson Electric Power Company Navajo Project)".  The Bonds shall
          mature, subject to prior redemption upon the terms and conditions
          hereinafter set forth, on October 1, 2032 and shall bear interest
          from  the  date  thereof  until  payment   of  the  principal  or
          redemption  price thereof shall have been made or provided for in
          accordance with the provisions  hereof, whether at maturity, upon
          redemption or otherwise, at the rate of seven per centum (7%) per
          annum,  with  interest  thereon  payable  semi-annually  on  each
          October  1 and  April 1,  commencing October  1, 1997.   Interest
          shall be calculated  on the basis of a 360-day year consisting of
          twelve 30-day months.

               Section 2.02.  Form of Bonds.   Bonds shall be authenticated
          and delivered hereunder solely  as fully registered bonds without
          coupons  in  the denomination  of  $5,000  or integral  multiples
          thereof.  Bonds shall  be numbered as determined by  the Trustee.
          Bonds  authenticated prior  to  the first  interest payment  date
          shall  be dated  April  1,  1997.    Bonds  authenticated  on  or
          subsequent to the  first interest payment  date thereon shall  be
          dated  the  interest  payment date  next  preceding  the  date of
          authentication thereof, unless such date of authentication  shall
          be an  interest payment date to  which interest on the  Bonds has
          been paid in full or duly  provided for, in which case they shall
          be dated such date of authentication; provided, however, that if,
          as  shown by the  records of the  Trustee, interest on  the Bonds
          shall  be  in  default,  Bonds   issued  in  exchange  for  Bonds
          surrendered for transfer or  exchange shall be dated the  date to
          which interest has been paid in full on the Bonds surrendered.

               Principal  of and premium, if any, on Bonds shall be payable
          to  the Owners of such  Bonds upon presentation  and surrender of
          such Bonds  at the  Principal Office of  the Paying Agent  or any
          Co-Paying Agent.   Interest on the  Bonds shall be paid  by check
          drawn upon the  Paying Agent  and mailed  to the  Owners of  such
          Bonds as of the close of business on the Record Date with respect
          to each interest payment date at the registered addresses of such
          Owners  as they shall appear as of  the close of business on such
          Record  Date on  the  registration books  maintained pursuant  to
          Section 2.08 hereof notwithstanding  the cancellation of any such
          Bond upon any exchange or registration  of transfer subsequent to
          such Record Date,  except that if  and to the  extent that  there
          should be  a default on the payment of interest on any Bond, such
          defaulted interest shall be paid to the Owners in whose name such
          Bond   (or  any  Bond  or  Bonds  issued  upon  any  exchange  or
          registration of transfer thereof) is  registered as of the  close
          of business on a date selected by the Trustee in its  discretion,
          but not more  than 15 days or less than 10 days prior to the date
          of  payment  of  such  defaulted  interest;  notwithstanding  the
          foregoing, upon  request to the Paying  Agent by an Owner  of not
          less  than $1,000,000  in  aggregate principal  amount of  Bonds,
          interest on such  Bonds and, after presentation and  surrender of
          such  Bonds, the principal thereof shall be paid to such Owner by
          wire transfer  to the  account maintained within  the continental
          United States specified by such Owner or, if such Owner maintains
          an account with  the entity  acting as Paying  Agent, by  deposit
          into such  account.  Payment  as aforesaid shall be  made in such
          coin  or currency  of the  United  States of  America as,  at the
          respective  times  of  payment, shall  be  legal  tender for  the
          payment of public and private debts.

               The  Bonds and the form for registration of transfer and the
          form  of certificate of authentication to be printed on the Bonds
          are  to  be  in substantially  the  forms  thereof  set forth  in
          Exhibits  A,  B and  C  hereto, respectively,  with  necessary or
          appropriate variations,  omissions and insertions as permitted or
          required by this Indenture.

               Section 2.03.  Execution  of  Bonds.    The  Bonds  shall be
          executed  on behalf of  the Pollution Control  Corporation by the
          President  or   a  Vice   President  of  the   Pollution  Control
          Corporation  and  shall  have  affixed, impressed  or  reproduced
          thereon the  official seal  of the Pollution  Control Corporation
          which  shall  be  attested  by  the  Secretary  or  an  Assistant
          Secretary of  the Pollution  Control Corporation.    Each of  the
          foregoing officers may  execute or  cause to be  executed with  a
          facsimile signature in  lieu of his  manual signature the  Bonds,
          provided  the  signature  of  either  the  President  or  a  Vice
          President of  the Pollution Control Corporation  or the Secretary
          or  Assistant Secretary  of  the  Pollution  Control  Corporation
          shall, if required by applicable laws, be manually subscribed.

               In  case any  officer of  the Pollution  Control Corporation
          whose signature or a facsimile of whose signature shall appear on
          the   Bonds  shall   cease  to   be  such   officer  before   the
          authentication by the  Trustee and delivery  of such Bonds,  such
          signature  or  such facsimile  shall  nevertheless  be valid  and
          sufficient  for all  purposes, the  same as  if such  officer had
          remained in office until delivery; and any  Bond may be signed on
          behalf of the  Pollution Control Corporation by  such persons as,
          at the  time  of execution  of  such Bond,  shall  be the  proper
          officers of the Pollution Control Corporation, even though at the
          date  of  such Bond  or of  the  execution and  delivery  of this
          Indenture any such person was not such officer.

               Section 2.04.  Authentication of Bonds.   Only such Bonds as
          shall  have  endorsed  thereon  a  certificate  of authentication
          substantially  in the  form set  forth in  Exhibit C  hereto duly
          executed by the Trustee shall be entitled to any right or benefit
          under this Indenture.   No Bond shall be valid or  obligatory for
          any purpose  unless and until such  certificate of authentication
          shall have been duly  executed by the Trustee, and  such executed
          certificate of authentication of the  Trustee upon any such Bonds
          shall   be  conclusive   evidence   that  such   Bond  has   been
          authenticated and delivered under  this Indenture.  The Trustee's
          certificate of authentication on any Bond shall be deemed to have
          been executed by it if signed with an authorized signature of the
          Trustee, but it  shall not be necessary that the same person sign
          the certificate  of  authentication on  all of  the Bonds  issued
          hereunder.   This  Section 2.04 is subject  to the  provisions of
          Section 10.17 hereof.

               Section 2.05.  Bonds Not General  Obligations.  Neither  the
          County of Coconino, Arizona nor the State of Arizona shall in any
          event be liable  for the payment of the principal  of or premium,
          if  any, or interest on the Bonds,  and neither the Bonds nor the
          premium, if any, or  the interest thereon, shall be  construed to
          constitute an indebtedness of County of Coconino,  Arizona or the
          State of  Arizona within  the  meaning of  any constitutional  or
          statutory provisions whatsoever.   The Bonds and the premium,  if
          any, and the interest thereon shall be limited obligations of the
          Pollution Control  Corporation payable  solely from  the Receipts
          and  Revenues of the Pollution Control  Corporation from the Loan
          Agreement  and  the  other  moneys pledged  therefor  under  this
          Indenture,  and such fact shall be plainly  stated on the face of
          each Bond.  

               Section 2.06.  Prerequisites  to  Authentication  of  Bonds.
          The Pollution  Control Corporation  shall execute and  deliver to
          the  Trustee and  the Trustee  shall authenticate  the Bonds  and
          deliver  said Bonds to the  initial purchasers thereof  as may be
          directed hereinafter in this Section 2.06.

               Prior to the delivery on original issuance by the Trustee of
          any  authenticated Bonds there shall be or have been delivered to
          the Trustee:

                    (a)  a duly certified copy of a resolution of the Board
               of   Directors   of   the   Pollution   Control  Corporation
               authorizing the execution and delivery of this Indenture and
               the Loan Agreement and the issuance of the Bonds;

                    (b)  an original  duly executed  counterpart or  a duly
               certified copy of the Loan Agreement;

                    (c)  a  request and  authorization  to  the Trustee  on
               behalf of  the Pollution Control Corporation,  signed by its
               President or  a Vice President, to  authenticate and deliver
               the Bonds  in the  aggregate principal amount  determined by
               this  Indenture  to  the  purchaser  or  purchasers  therein
               identified  upon payment to the Trustee, but for the account
               of the Pollution  Control Corporation, of a sum specified in
               such request and authorization  plus any accrued interest on
               such Bonds to the date of delivery; and

                    (d)  a  written statement  on  behalf  of the  Company,
               executed  by  the  President,  any  Vice  President  or  the
               Treasurer, (i)  approving the  issuance and delivery  of the
               Bonds and (ii)  consenting to  each and  every provision  of
               this Indenture.

               Section 2.07.  Lost or Destroyed Bonds or Bonds  Canceled in
          Error.  If  any Bond, whether in temporary or definitive form, is
          lost  (whether  by  reason  of  theft  or  otherwise),  destroyed
          (whether  by  mutilation,  damage,  in  whole  or  in  part,   or
          otherwise)  or   canceled  in   error,   the  Pollution   Control
          Corporation may  execute and the  Trustee may authenticate  a new
          Bond  of  like date  and denomination  and  bearing a  number not
          contemporaneously outstanding;  provided that (a) in  the case of
          any  mutilated   Bond,  such   mutilated  Bond  shall   first  be
          surrendered  to the Trustee and (b) in  the case of any lost Bond
          or Bond destroyed in whole, there shall be first furnished to the
          Pollution  Control  Corporation,  the  Trustee  and  the  Company
          evidence  of  such  loss or  destruction.    In  every case,  the
          applicant  for  a substitute  Bond  shall  furnish the  Pollution
          Control Corporation, the Trustee and the Company such security or
          indemnity  as may be required  by any of them.   In the event any
          lost  or destroyed Bond  or a Bond  canceled in error  shall have
          matured or is about to mature, or has been called for redemption,
          instead  of issuing  a substitute  Bond the  Trustee may,  in its
          discretion, pay the same without surrender thereof if there shall
          be  first furnished  to  the Pollution  Control Corporation,  the
          Trustee  and the  Company evidence of  such loss,  destruction or
          cancellation,  together  with  indemnity, satisfactory  to  them.
          Upon the issuance  of any substitute Bond,  the Pollution Control
          Corporation  and the  Trustee may  require the  payment of  a sum
          sufficient to cover any tax or other governmental charge that may
          be imposed in relation thereto.  The Trustee may charge the Owner
          of  any such Bond with the Trustee's reasonable fees and expenses
          in  connection with  any  transaction described  in this  Section
          2.07.

               Every substitute  Bond issued pursuant to  the provisions of
          this Section  2.07 by virtue of  the fact that any  Bond is lost,
          destroyed  or canceled  in error  shall constitute  an additional
          contractual  obligation  of  the Pollution  Control  Corporation,
          whether or not  the Bond so lost, destroyed or  canceled shall be
          at  any  time  enforceable, and  shall  be  entitled  to all  the
          benefits of  this Indenture equally and  proportionately with any
          and all other Bonds  duly issued hereunder.   All Bonds shall  be
          held and owned  upon the  express condition that,  to the  extent
          permitted  by law,  the foregoing  provisions are  exclusive with
          respect  to the  replacement  or payment  of  lost, destroyed  or
          improperly canceled Bonds, notwithstanding any law or statute now
          existing or hereafter enacted.

               Section 2.08.  Transfer, Registration and Exchange of Bonds.
          The Registrar shall  maintain and keep, at  its Principal Office,
          books for the registration and registration of transfer of Bonds,
          which, at all reasonable  times, shall be open for  inspection by
          the Pollution  Control Corporation, the Trustee  and the Company;
          and, upon presentation for  such purpose of any Bond  entitled to
          registration or registration of  transfer at the Principal Office
          of the  Registrar, the Registrar  shall register or  register the
          transfer  in such books, under such reasonable regulations as the
          Registrar may prescribe.   The Registrar shall make all necessary
          provisions to permit the exchange  or registration of transfer of
          Bonds at its Principal Office.

               The  transfer  of  any Bond  shall  be  registered  upon the
          registration books of the Registrar at the written request of the
          Owner thereof or  his attorney duly  authorized in writing,  upon
          surrender  thereof  at the  Principal  Office  of the  Registrar,
          together with  a written  instrument of transfer  satisfactory to
          the Registrar duly executed  by the Owner or his  duly authorized
          attorney.  Upon the registration of transfer of any such  Bond or
          Bonds, the Pollution Control Corporation shall issue  in the name
          of  the transferee,  in authorized denominations,  a new  Bond or
          Bonds in the same  aggregate principal amount as the  surrendered
          Bond or Bonds.

               The Pollution  Control Corporation, the  Trustee, the Paying
          Agent, any Co-Paying Agent  and the Registrar may deem  and treat
          the Owner of any Bond as the absolute owner of such Bond, whether
          such Bond shall  be overdue or not, for the  purpose of receiving
          payment  of, or on  account of, the principal  of and premium, if
          any, and, except as provided in Section 2.02 hereof, interest on,
          such Bond and for  all other purposes, and neither  the Pollution
          Control Corporation, the Trustee, the Paying Agent, any Co-Paying
          Agent nor  the Registrar shall be  affected by any notice  to the
          contrary.   All such payments so  made to any such  Owner or upon
          his order shall be  valid and effective to satisfy  and discharge
          the liability upon such Bond to the extent of the sum or sums  so
          paid.

               Bonds, upon surrender thereof at the Principal Office of the
          Registrar may, at the  option of the Owner thereof,  be exchanged
          for  an  equal  aggregate  principal   amount  of  Bonds  of  any
          authorized denomination.

               In all cases in  which the privilege of exchanging  Bonds or
          registering  the transfer  of Bonds  is exercised,  the Pollution
          Control  Corporation   shall  execute  and   the  Trustee   shall
          authenticate and deliver Bonds  in accordance with the provisions
          of  this Indenture.  For  every such exchange  or registration of
          transfer of Bonds, whether temporary or definitive, the Pollution
          Control Corporation,  the Registrar,  or the  Trustee may  make a
          charge  sufficient  to  reimburse   it  for  any  tax   or  other
          governmental  charge required  to  be paid  with respect  to such
          exchange  or registration of transfer, which sum or sums shall be
          paid by the  person requesting such  exchange or registration  of
          transfer  as  a  condition  precedent  to  the  exercise  of  the
          privilege of  making such  exchange or registration  of transfer.
          The  Registrar  shall  not be  obligated  (a)  to  make any  such
          exchange or  registration of transfer of Bonds during the fifteen
          (15) days next preceding the date on which notice of any proposed
          redemption  of  Bonds  is given,  (b)  to  make  any exchange  or
          registration of transfer of any Bonds called for redemption.

               The Bonds are to be initially registered in the name of Cede
          & Co.,  as nominee for the  Depositary.  Such Bonds  shall not be
          transferable or exchangeable, nor shall any purported transfer be
          registered, except as follows:

                    (a)  such  Bonds  may  be  transferred  in  whole,  and
               appropriate  registration  of  transfer  effected,  if  such
               transfer is by  such nominee  to the Depositary,  or by  the
               Depositary  to another nominee thereof, or by any nominee of
               the  Depositary  to any  other  nominee thereof,  or  by the
               Depositary  or   any  nominee   thereof  to   any  successor
               securities depositary or any nominee thereof; and

                    (b)  such Bond  may be  exchanged for  definitive Bonds
               registered in the respective names of the beneficial holders
               thereof,   and  thereafter  shall  be  transferable  without
               restriction, if:

                    (i)  the Depositary shall have notified the Company and
               the  Trustee that it is  unwilling or unable  to continue to
               act as securities depositary with respect to  such Bonds and
               the Trustee  shall not  have  been notified  by the  Company
               within  ninety (90)  days  of the  identity  of a  successor
               securities depositary with respect to such Bonds;

                    (ii)  the Company shall have delivered to the Trustee a
               written instrument to the effect that such Bonds shall be so
               exchangeable on and after a date specified therein; or

                    (iii)  (1) an Event of  Default shall have occurred and
               be continuing, (2)  the Trustee shall  have given notice  of
               such Event of Default  pursuant to Section 10.19 hereof  and
               (3) there shall have been delivered to the Pollution Control
               Corporation,  the  Company and  the  Trustee  an opinion  of
               counsel  to the effect that the  interests of the beneficial
               owners of such  Bonds in respect thereof will  be materially
               impaired  unless such  owners  become  owners of  definitive
               Bonds.

               The Bonds  delivered to the Depositary may  contain a legend
          reflecting the foregoing restrictions on registration of transfer
          and exchange.

               Section 2.09.  Other  Obligations.    The Pollution  Control
          Corporation  expressly reserves the right to issue, to the extent
          permitted   by  law,  but  shall   not  be  obligated  to  issue,
          obligations  under  another indenture  or  indentures to  provide
          additional  funds  to  pay  the  cost  of   construction  of  the
          Facilities or to refund all or any principal amount of the Bonds,
          or any combination thereof.

               Section 2.10   Temporary  Bonds.  Pending the preparation of
          definitive Bonds, the  Pollution Control Corporation may  execute
          and the  Trustee shall authenticate and  deliver temporary Bonds.
          Temporary  Bonds shall  be issuable  as registered  Bonds without
          coupons, of any authorized denomination, and substantially in the
          form of the definitive Bonds but with  such omissions, insertions
          and  variations as may be appropriate for temporary Bonds, all as
          may   be  determined   by  the  Pollution   Control  Corporation.
          Temporary Bonds may  contain such reference to  any provisions of
          this Indenture as may be appropriate.  Every temporary Bond shall
          be  executed   by  the  Pollution  Control   Corporation  and  be
          authenticated  by the  Trustee upon  the  same conditions  and in
          substantially  the  same manner,  and  with like  effect,  as the
          definitive  Bonds.   As  promptly  as  practicable the  Pollution
          Control  Corporation shall  execute and shall  furnish definitive
          Bonds  and  thereupon  temporary  Bonds  may  be  surrendered  in
          exchange therefor without charge  at the Principal Office of  the
          Trustee,  and  the  Trustee  shall authenticate  and  deliver  in
          exchange  for such  temporary  Bonds a  like aggregate  principal
          amount of definitive Bonds of authorized denominations.  Until so
          exchanged the  temporary  Bonds shall  be  entitled to  the  same
          benefits under this Indenture as definitive Bonds.

               Section 2.11.  Cancellation of Bonds.  All Bonds which shall
          have  been surrendered to the Paying Agent or any Co-Paying Agent
          for  payment or redemption, and  all Bonds which  shall have been
          surrendered  to the  Registrar  for exchange  or registration  of
          transfer,  shall be  delivered to  the Trustee  for cancellation.
          All  Bonds   delivered  to  or   acquired  by  the   Trustee  for
          cancellation shall be canceled and destroyed by the Trustee.  The
          Trustee shall  furnish to the Pollution  Control Corporation, the
          Paying  Agent,  the Registrar  and  the  Company counterparts  of
          certificates evidencing  such  cancellation and  destruction  and
          specifying such Bonds by number.

               Section 2.12.  Payment of Principal  and Interest.   For the
          payment  of   interest  on  the  Bonds,   the  Pollution  Control
          Corporation shall cause to be deposited in the Bond Fund, on each
          interest payment date, solely out of the Receipts and Revenues of
          the  Pollution Control  Corporation from  the Loan  Agreement and
          other moneys  pledged therefor, an  amount sufficient to  pay the
          interest  to become  due  on such  interest  payment date.    The
          obligation of the Pollution Control Corporation to cause any such
          deposit to be made  hereunder shall be reduced  by the amount  of
          moneys in the Bond  Fund available on such interest  payment date
          for the payment of interest on the Bonds.

               For the payment of the principal of the Bonds upon maturity,
          the Pollution Control  Corporation shall cause to be deposited in
          the Bond Fund,  on the  stated or accelerated  date of  maturity,
          solely  out of the Receipts and Revenues of the Pollution Control
          Corporation  from the  Loan  Agreement and  other moneys  pledged
          therefor, an amount sufficient to pay the principal of the Bonds.
          The obligation of the Pollution  Control Corporation to cause any
          such deposit to be made hereunder  shall be reduced by the amount
          of moneys in the Bond Fund available on the maturity date for the
          payment of the principal of the Bonds.

               Section 2.13.  Applicability of Book-Entry Provisions. 
          Anything in  this Indenture to the  contrary notwithstanding, (a)
          the provisions  of the Blanket Issuer  Letter of Representations,
          dated October 12, 1995, between the Pollution Control Corporation
          and  The Depository Trust Company  relating to the  manner of and
          procedures  for  payment  and  redemption of  Bonds  and  related
          matters shall apply so long as such Depositary shall be the Owner
          of  all   Outstanding  Bonds   and  (b)  the   Pollution  Control
          Corporation, the Trustee  or the Paying Agent, as applicable, may
          enter  into a  similar agreement,  on terms  satisfactory to  the
          Company,  with  any  subsequent  Depositary  and  the  provisions
          thereof shall apply so long as such Depositary shall be the Owner
          of all Outstanding Bonds.

                                     ARTICLE III

                                 REDEMPTION OF BONDS

               Section 3.01.  Redemption Provisions.  (a)  The  Bonds shall
          be subject to redemption by the Pollution Control Corporation, at
          the direction of the Company, on any date on or  after October 1,
          2007 in whole at  any time or in part  from time to time,  at the
          applicable  redemption  price  (expressed  as  a  percentage   of
          principal amount) set forth  below, plus accrued interest  to the
          redemption date:

                         Redemption Period                  Redemption
							    Price
                         ----------------                   ---------------
               October 1, 2007 through September 30, 2008             102%
               October 1, 2008 through September 30, 2009             101%
               October 1, 2009 and thereafter                         100%

               (b)  The  Bonds  shall  be  subject  to  redemption  by  the
          Pollution Control  Corporation, at the direction  of the Company,
          in whole at any time at the principal amount thereof plus accrued
          interest to the redemption date, if:

                    (i)  the   Company  shall  have   determined  that  the
               continued   operation   of  the   Plant   is  impracticable,
               uneconomical or undesirable for any reason;

                    (ii)  the   Company  shall  have  determined  that  the
               continued  operation  of  the Facilities  is  impracticable,
               uneconomical  or undesirable  due to  (A) the  imposition of
               taxes,  other than  ad valorem  taxes currently  levied upon
               privately owned  property used for the  same general purpose
               as  the Facilities,  or  other liabilities  or burdens  with
               respect to the Facilities  or operation thereof, (B) changes
               in   technology,  in   environmental   standards  or   legal
               requirements or in the  economic availability of  materials,
               supplies, equipment or labor or (C) destruction of or damage
               to all or part of the Facilities;

                    (iii)  all or  substantially all  of the  Facilities or
               the Plant  shall have  been condemned  or  taken by  eminent
               domain; or

                    (iv)  the operation  of  the Facilities  or  the  Plant
               shall  have  been  enjoined  or shall  have  otherwise  been
               prohibited by,  or shall  conflict with, any  order, decree,
               rule or regulation of any court or of any federal,  state or
               local  regulatory  body,  administrative  agency   or  other
               governmental body.

               (c)  The Bonds  shall be subject to  mandatory redemption by
          the  Pollution  Control  Corporation,  at  the  principal  amount
          thereof  plus accrued  interest  to the  redemption date,  on the
          180th  day (or  such earlier  date as  may  be designated  by the
          Company)  after a  final determination  by a  court  of competent
          jurisdiction or an administrative agency,  to the effect that, as
          a result  of a failure by  the Company to perform  or observe any
          covenant,  agreement  or  representation  contained  in the  Loan
          Agreement, the  interest payable  on the  Bonds  is included  for
          federal income tax  purposes in  the gross income  of the  owners
          thereof, other  than any owner  of a  Bond who is  a "substantial
          user"  of the Facilities or a "related person" within the meaning
          of  Section 103(b)(13) of the 1954 Code.  No determination by any
          court or administrative  agency shall be considered final for the
          purposes of this Section  3.01 (c) unless the Company  shall have
          been given timely notice of the proceeding which resulted in such
          determination  and   an  opportunity  to   participate  in   such
          proceeding,  either directly or through  an owner of  a Bond, and
          until  the conclusion of any appellate review sought by any party
          to such proceeding or the expiration of the time for seeking such
          review. The Bonds shall be redeemed either in whole or in part in
          such  principal amount  that the  interest  payable on  the Bonds
          remaining outstanding after such redemption would not be included
          in the gross income of any  owner thereof, other than an owner of
          a  Bond  who  is a  "substantial  user" of  the  Facilities  or a
          "related person" within the  meaning of Section 103(b)(13) of the
          1954 Code.

               Section 3.02.  Selection of  Bonds to be Redeemed.   If less
          than  all  the Bonds  shall be  called  for redemption  under any
          provision of  this Indenture permitting  such partial redemption,
          the particular Bonds or portions of Bonds to be redeemed shall be
          selected by  the Trustee, in  such manner  as the Trustee  in its
          discretion  may deem  proper, in  the aggregate  principal amount
          designated to the Trustee by the Company or otherwise as required
          by  this Indenture; provided, however, that if, as indicated in a
          certificate of an Authorized  Company Representative delivered to
          the Trustee, the Company shall have offered to purchase all Bonds
          then  Outstanding and less than all such Bonds have been tendered
          to the Company for  such purchase, the Trustee, at  the direction
          of  an  Authorized  Company  Representative,  shall   select  for
          redemption  all such Bonds which shall not have been so tendered;
          and  provided,  further,  that the  portion  of  any  Bond to  be
          redeemed  shall  be in  the principal  amount  of $5,000  or some
          integral  multiple  thereof  and  that, in  selecting  Bonds  for
          redemption,  the Trustee  shall treat  each Bond  as representing
          that  number of Bonds which is obtained by dividing the principal
          amount  of such Bond by $5,000.   If it is determined that one or
          more,  but not  all,  of the  $5,000  units of  principal  amount
          represented  by any  such Bond  is to  be called  for redemption,
          then,  upon notice  of intention  to redeem  such $5,000  unit or
          units, the Owner of such Bond shall forthwith surrender such Bond
          to the  Paying Agent  or any Co-Paying  Agent for (y)  payment to
          such  Owner of  the  redemption price  (including the  redemption
          premium,  if  any, and  accrued interest  to  the date  fixed for
          redemption)  of  the $5,000  unit  or units  of  principal amount
          called  for redemption and  (z) delivery to  such Owner of  a new
          Bond or Bonds in the aggregate principal amount of the unredeemed
          balance  of the  principal  amount  of  any  such  Bond.    Bonds
          representing the  unredeemed balance  of the principal  amount of
          any  such Bond shall be  delivered to the  Owner thereof, without
          charge therefor.  If the Owner of any such Bond of a denomination
          greater than $5,000 shall fail to present such Bond to the Paying
          Agent  or  any  Co-Paying  Agent  for  payment  and  exchange  as
          aforesaid, such Bond shall,  nevertheless, become due and payable
          on the date fixed for redemption to the extent of the $5,000 unit
          or units of principal  amount called for redemption (and  to that
          extent only).

               Section 3.03.  Procedure for  Redemption.  (a) In  the event
          any of the  Bonds are  called for redemption,  the Trustee  shall
          give notice, in the name of the Pollution Control Corporation, of
          the  redemption of such Bonds, which notice shall (i) specify the
          Bonds to be redeemed, the redemption  date, the redemption price,
          and  the place or places  where amounts due  upon such redemption
          will  be  payable (which  shall be  the  Principal Office  of the
          Paying Agent or any Co-Paying Agent) and, if less than all of the
          Bonds are  to  be  redeemed,  the numbers  of  the  Bonds  to  be
          redeemed, and the portion of the principal amount of any Bond  to
          be  redeemed in part, (ii) state any condition to such redemption
          and  (iii)  state  that on  the  redemption  date,  and upon  the
          satisfaction of any such condition, the Bonds or portions thereof
          to be redeemed shall cease to bear interest.  Such notice may set
          forth  any additional  information relating  to such  redemption.
          Such  notice shall  be given  by Mail at  least thirty  (30) days
          prior to the date fixed for redemption to the Owners of the Bonds
          to be redeemed; provided, however, that failure duly to give such
          Notice  by  Mail, or  any defect  therein,  shall not  affect the
          validity of any  proceedings for  the redemption of  Bonds as  to
          which there  shall have  been no  such failure or  defect.   If a
          notice of redemption shall be unconditional, or if the conditions
          of a conditional notice or redemption  shall have been satisfied,
          then  upon presentation  and  surrender of  Bonds  so called  for
          redemption at the place or places of payment, such Bonds shall be
          redeemed.   The Trustee shall  promptly deliver to  the Company a
          copy of each such notice of redemption.

               (b) With respect  to any  notice of redemption  of Bonds  in
          accordance  with subsection  (a) or  (b) of Section  3.01 hereof,
          unless,  upon  the giving  of such  notice,  such Bonds  shall be
          deemed  to  have been  paid within  the  meaning of  Article VIII
          hereof, such  notice shall state  that such  redemption shall  be
          conditional upon the  receipt, by the Trustee at or  prior to the
          opening of business  on the  date fixed for  such redemption,  of
          moneys  sufficient to pay the  principal of and  premium, if any,
          and interest  on such  Bonds to  be  redeemed, and  that if  such
          moneys shall not have been so received said notice shall be of no
          force and  effect and the Pollution Control Corporation shall not
          be required  to redeem such Bonds.  In the event that such notice
          of redemption contains such  a condition and such moneys  are not
          so received, the  redemption shall  not be made  and the  Trustee
          shall within  a reasonable  time thereafter give  notice, in  the
          manner in which  the notice  of redemption was  given, that  such
          moneys were not so received.

               (c)  Any Bonds and  portions of Bonds  which have been  duly
          selected  for redemption  shall  cease to  bear  interest on  the
          specified redemption date provided  that moneys sufficient to pay
          the principal of,  premium, if  any, and interest  on such  Bonds
          shall  be  on deposit  with  the Trustee  on the  date  fixed for
          redemption  so that  such  Bonds will  be  deemed to  be paid  in
          accordance with Article VIII hereof.

               Section 3.04.  Payment   of  Redemption  Price.     For  the
          redemption of any of the Bonds, the Pollution Control Corporation
          shall cause to be deposited  in the Bond Fund, on the  redemption
          date,  solely out of the  Receipts and Revenues  of the Pollution
          Control Corporation from the Loan Agreement, an amount sufficient
          to  pay the  principal of  and premium,  if any, and  interest to
          become  due on  such  redemption date.    The obligation  of  the
          Pollution Control  Corporation to  cause any  such deposit to  be
          made hereunder  shall be reduced  by the amount of  moneys in the
          Bond  Fund available on such  redemption date for  payment of the
          principal of and  premium, if  any, and accrued  interest on  the
          Bonds to be redeemed.

               Section 3.05.  No   Partial    Redemption   After   Default.
          Anything in  this Indenture  to the contrary  notwithstanding, if
          there shall have occurred  and be continuing an Event  of Default
          defined in clause  (a) or (b) of  the first paragraph  of Section
          9.01 hereof, there shall be no redemption of less than all of the
          Bonds  at the time Outstanding other than a partial redemption in
          connection with an  offer by  the Company to  purchase all  Bonds
          Outstanding  as contemplated  in the  first proviso to  the first
          sentence of Section 3.02 hereof.


                                      ARTICLE IV

                                    THE BOND FUND

               Section 4.01.  Creation  of  Bond  Fund.   There  is  hereby
          created and established with the Trustee a trust fund in the name
          of the  Pollution Control Corporation to  be designated "Coconino
          County, Arizona Pollution  Control Corporation Pollution  Control
          Revenue  Bonds,  1997 Series  B  (Tucson  Electric Power  Company
          Navajo  Project) Bond  Fund".   The  Trustee shall  establish and
          maintain within the  Bond Fund such segregated subaccounts as may
          be requested by  an Authorized Company Representative.   The Bond
          Fund, and  all moneys and certificated  securities therein, shall
          be kept in the possession of the Trustee.

               Section 4.02.  Liens.    The  Pollution Control  Corporation
          shall not create any lien upon the Bond Fund or upon the Receipts
          and  Revenues of the Pollution Control  Corporation from the Loan
          Agreement other than the lien hereby created.

               Section 4.03.  Deposits into Bond Fund.   (a) There shall be
          deposited into the Bond Fund:

                    (i) the  accrued interest, if any, on the Bonds accrued
               to  the date  of delivery  thereof and  paid by  the initial
               purchasers thereof;

                    (ii) all Loan Payments; and

                    (iii) all  other moneys  received by the  Trustee under
               and pursuant to any provision  of the Loan Agreement,  other
               than Sections 5.03, 5.04 and 8.05 thereof, or from any other
               source when  accompanied by  directions by the  Company that
               such moneys are to be paid into the Bond Fund.

               (b) All income or  other gain from the investment  of moneys
          in the Bond Fund shall be deposited into the Bond Fund.

               Section 4.04.  Use of Moneys in Bond  Fund.  Moneys, if any,
          paid into the Bond Fund pursuant to clause (i) of Section 4.03(a)
          hereof shall  be applied to the payment of interest on the Bonds.
          Except  as otherwise  provided in  Sections 4.06, 9.01  and 10.04
          hereof,  all other moneys in  the Bond Fund  constituting part of
          the  Trust Estate shall  be used  solely for  the payment  of the
          principal of and  premium, if any,  and interest on the  Bonds as
          the   same  shall  become  due  and  payable  at  maturity,  upon
          redemption or otherwise.  

               Section 4.05.  Custody of Bond  Fund; Withdrawal of  Moneys.
          The Bond Fund shall be in  the custody of the Trustee but  in the
          name  of  the Pollution  Control  Corporation  and the  Pollution
          Control Corporation hereby authorizes  and directs the Trustee to
          withdraw from the Bond Fund and furnish to the Paying Agent funds
          constituting part  of  the Trust  Estate  sufficient to  pay  the
          principal  of and premium, if  any, and interest  on the Bonds as
          the same shall become due and  payable, and to withdraw from  the
          Bond Fund  funds  sufficient to  pay  any other  amounts  payable
          therefrom as the same shall become due and payable.

               Section 4.06.  Bonds  Not  Presented for  Payment.    In the
          event  any  Bonds shall  not be  presented  for payment  when the
          principal thereof and premium, if any, thereon become due, either
          at  maturity or  at  the date  fixed  for redemption  thereof  or
          otherwise, if moneys sufficient to pay such Bonds are held by the
          Paying Agent or any Co-Paying Agent for the benefit of the Owners
          thereof, the Paying Agent shall segregate and hold such moneys in
          trust, without liability for interest thereon, for the benefit of
          the Owners  of such Bonds, who  shall, except as provided  in the
          following paragraph, thereafter be restricted exclusively to such
          fund  or  funds for  the satisfaction  of  any claim  of whatever
          nature on their  part under  this Indenture or  relating to  said
          Bonds.

               Any moneys which  the Paying Agent shall  segregate and hold
          in trust for the payment of the principal of and premium, if any,
          or  interest on  any Bond  and remaining  unclaimed for  one year
          after such principal, premium, if any, or interest has become due
          and  payable shall,  upon the  Company's written  request to  the
          Paying Agent, be paid to the  Company, with notice to the Trustee
          of  such action; provided, however, that  before the Paying Agent
          shall  be required to make  any such repayment,  the Paying Agent
          may,  and at the request of the  Trustee shall, at the expense of
          the Company cause notice to  be given once by Publication  to the
          effect 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  notice  by  Publication,  any unclaimed
          balance  of  such  moneys then  remaining  will  be  paid to  the
          Company.    After the  payment of  such  unclaimed moneys  to the
          Company, the Owner of such Bond shall thereafter look only to the
          Company for  the  payment  thereof,  and  all  liability  of  the
          Pollution Control  Corporation, the Trustee and  the Paying Agent
          with respect to such moneys shall thereupon cease.

               Section 4.07.  Moneys   Held  in  Trust.    All  moneys  and
          Investment Securities held by  the Trustee in the Bond  Fund, and
          all moneys required  to be deposited with or paid  to the Trustee
          for deposit into the Bond Fund, and all moneys withdrawn from the
          Bond  Fund and  held  by  the  Trustee,  the  Paying  Agent,  any
          Co-Paying Agent, shall be  held by the Trustee, the  Paying Agent
          or any  Co-Paying Agent, as the  case may be, in  trust, and such
          moneys and Investment Securities (other than moneys held pursuant
          to Section 4.06 hereof and  moneys or Investment Securities  held
          in the Rebate Fund established in furtherance of the  obligations
          of  the Company  under clause  (b) of  Section  6.04 of  the Loan
          Agreement), while so held or so required to be deposited or paid,
          shall constitute part  of the Trust Estate and be  subject to the
          lien  and  security  interest  created  hereby  in  favor of  the
          Trustee, for the benefit of  the Owners from time to time  of the
          Bonds.  The Company shall have no right, title or interest in the
          Bond Fund, except such rights as may arise after the right, title
          and interest  of the Trustee in  and to the Trust  Estate and all
          covenants,  agreements and  other  obligations  of the  Pollution
          Control Corporation  under  this  Indenture  shall  have  ceased,
          terminated  and become  void and  shall have  been satisfied  and
          discharged in accordance with Article VIII hereof.


                                      ARTICLE V

                               DISPOSITION OF PROCEEDS

               Section 5.01.  Disposition of  Proceeds.  The  proceeds from
          the issuance and sale  of the Bonds shall be applied  as provided
          in Section 4.03 of the Loan Agreement.


                                      ARTICLE VI

                                     INVESTMENTS

               Section 6.01.  Investments.   The  moneys in  the Bond  Fund
          shall,  at  the  direction  of   the  Company,  be  invested  and
          reinvested in  Investment Securities.  Any  Investment Securities
          may  be purchased  subject to  options or  other rights  in third
          parties to acquire the  same.  Subject to the  further provisions
          of  this  Section 6.01,  such investments  shall  be made  by the
          Trustee  as  directed   and  designated  by  the   Company  in  a
          certificate  of, or  telephonic  advice promptly  confirmed by  a
          certificate  of, an  Authorized Company  Representative.   As and
          when any  amounts thus invested  may be needed  for disbursements
          from  the Bond  Fund, the  Trustee shall  request the  Company to
          designate such investments to be sold or otherwise converted into
          cash to  the credit of  the Bond Fund  as shall be  sufficient to
          meet  such disbursement  requirements and  shall then  follow any
          directions   in  respect   thereto  of   an  Authorized   Company
          Representative.   As long as  no Event of Default  (as defined in
          Section 9.01 hereof) shall have  occurred and be continuing,  the
          Company shall have the  right to designate the investments  to be
          sold  and  to  otherwise  direct  the  Trustee  in  the  sale  or
          conversion to cash of the investments made with the moneys in the
          Bond  Fund,  provided  that  the  Trustee shall  be  entitled  to
          conclusively  assume the  absence  of any  such Event  of Default
          unless  it has notice thereof within the meaning of Section 10.05
          hereof.

                                     ARTICLE VII

                                  GENERAL COVENANTS

               Section 7.01.  No  General  Obligations.    Each  and  every
          covenant herein made, including all covenants made in the various
          sections of this  Article VII, is  predicated upon the  condition
          that neither the  County of  Coconino, Arizona nor  the State  of
          Arizona  shall in  any event  be liable  for the  payment of  the
          principal of, or premium, if any, or interest on the Bonds or for
          the performance of any  pledge, mortgage, obligation or agreement
          created by or arising  out of this  Indenture or the issuance  of
          the Bonds, and further  that neither the Bonds, nor  the premium,
          if any, or interest thereon, nor any such obligation or agreement
          of  the  Pollution  Control  Corporation shall  be  construed  to
          constitute an indebtedness  of the County of Coconino, Arizona or
          the  State of Arizona within the meaning of any constitutional or
          statutory provisions whatsoever.  The Bonds and  the interest and
          premium, if  any, thereon  shall  be limited  obligations of  the
          Pollution Control  Corporation payable  solely from the  Receipts
          and Revenues of  the Pollution Control Corporation  from the Loan
          Agreement and the other moneys pledged therefor.

               The Pollution Control Corporation shall promptly cause to be
          paid, solely from the sources stated herein, the principal of and
          premium, if any,  and interest  on every Bond  issued under  this
          Indenture at the place, on  the dates and in the manner  provided
          herein and in said Bonds according to the true intent and meaning
          thereof.  

               Section 7.02.  Performance  of  Covenants  of the  Pollution
          Control  Corporation;  Representations.   The  Pollution  Control
          Corporation shall  faithfully perform  at all times  any and  all
          covenants, undertakings, stipulations and provisions contained in
          this Indenture, in any and every Bond executed, authenticated and
          delivered hereunder,  and in all proceedings  pertaining thereto.
          The  Pollution Control  Corporation  represents that  it is  duly
          authorized  under  the  Constitution and  laws  of  the  State of
          Arizona to issue the  Bonds authorized hereby, to enter  into the
          Loan  Agreement and this Indenture,  and to pledge  and assign to
          the Trustee the Trust Estate, and  that the Bonds in the hands of
          the  Owners thereof  are and  will be  valid and  binding limited
          obligations of the Pollution Control Corporation.

               Section 7.03.  Maintenance of Rights and  Powers; Compliance
          with  Laws.  The Pollution Control Corporation shall at all times
          use  its best  efforts  to maintain  its  corporate existence  or
          assure the assumption of its  obligations under this Indenture by
          any  public body succeeding  to its powers under  the Act; and it
          shall at all times use its  best efforts to comply with all valid
          acts,   rules,  regulations,   orders   and  directions   of  any
          legislative, executive, administrative or  judicial body known to
          it to be applicable to the Loan Agreement and this Indenture.

               Section 7.04.  Enforcement  of  Obligations of  the Company;
          Amendments.    Upon  receipt  of written  notification  from  the
          Trustee, the  Pollution Control Corporation shall  cooperate with
          the Trustee in enforcing the obligation  of the Company to pay or
          cause  to be paid  all the payments  and other  costs and charges
          payable by the Company  under the Loan Agreement.   The Pollution
          Control  Corporation shall not enter  into any agreement with the
          Company  amending the  Loan Agreement  without the  prior written
          consent  of the Trustee  and compliance  with Sections  12.06 and
          12.07 of this  Indenture (a  revision to  Exhibit A  to the  Loan
          Agreement not  being deemed  an amendment  for  purposes of  this
          Section).

               Section 7.05.  Further Instruments.   The Pollution  Control
          Corporation shall,  upon the  reasonable request of  the Trustee,
          from time to  time execute and  deliver such further  instruments
          and take such  further action as may be reasonable  and as may be
          required to carry out the  purposes of this Indenture;  provided,
          however,  that no  such instruments or  actions shall  pledge the
          credit or  taxing power of  the State  of Arizona, the  County of
          Coconino,   the  Pollution  Control   Corporation  or  any  other
          political subdivision of said State.

               Section 7.06.  No Disposition  of Trust  Estate.   Except as
          permitted  by this  Indenture, the Pollution  Control Corporation
          shall  not sell, lease, pledge, assign or otherwise dispose of or
          encumber its interest in  the Trust Estate and will  promptly pay
          or cause to be discharged or make adequate provision to discharge
          any lien or charge on any part thereof not permitted hereby.

               Section 7.07.  Financing Statements.  The  Pollution Control
          Corporation  and the Trustee shall cooperate  with the Company in
          causing appropriate financing  statements naming  the Trustee  as
          pledgee of  the Receipts  and Revenues  of the Pollution  Control
          Corporation  from the  Loan  Agreement and  of  the other  moneys
          pledged under the Indenture  for the payment of the  principal of
          and premium,  if any, and interest  on the Bonds, and  as pledgee
          and  assignee of  the  balance  of  the  Trust  Estate,  and  the
          Pollution  Control Corporation  shall cooperate with  the Trustee
          and the Company in causing appropriate continuation statements to
          be  duly filed and recorded  in the appropriate  state and county
          offices as required  by the provisions of the  Uniform Commercial
          Code or other similar law as adopted in the State  of Arizona and
          any other applicable jurisdiction, as  from time to time amended,
          in order to perfect and  maintain the security interests  created
          by this Indenture.

               Section 7.08.  Tax   Covenants;   Rebate  Fund.     (a)  The
          Pollution Control  Corporation covenants  for the benefit  of all
          Owners from time  to time of the Bonds that  it will not directly
          or indirectly use or  (to the extent within its  control), permit
          the use  of, the proceeds of any of the  Bonds or any other funds
          of the Pollution Control Corporation, or take or omit to take any
          other action, if and to  the extent that such use, or  the taking
          or omission to take such action, would cause any of  the Bonds to
          be "arbitrage bonds"  within the  meaning of Section  148 of  the
          Code or otherwise subject to federal income taxation by reason of
          Sections 103  and 141 through 150  of the Code or  Section 103 of
          the  1954 Code,  as  applicable, and  any applicable  regulations
          promulgated  thereunder.    To  that end  the  Pollution  Control
          Corporation  covenants to comply with  all covenants set forth in
          the  Tax  Agreement,  which  is  hereby  incorporated  herein  by
          reference as though fully set forth herein.

               (b)  The   Trustee  shall  establish  and  maintain  a  fund
          separate from any other fund established and maintained hereunder
          designated   the  "Coconino  County,  Arizona  Pollution  Control
          Corporation  Pollution  Control  Revenue  Bonds,  1997  Series  B
          (Tucson  Electric  Power  Company Navajo  Project)  Rebate  Fund"
          (herein  called  the  "Rebate   Fund")  in  accordance  with  the
          provisions of the  Tax Agreement.   Within the  Rebate Fund,  the
          Trustee  shall maintain such accounts as shall be directed by the
          Company in order  for the Pollution  Control Corporation and  the
          Company  to comply  with  the provisions  of  the Tax  Agreement.
          Subject  to the  transfer  provisions provided  in paragraph  (c)
          below,  all money at any time  deposited in the Rebate Fund shall
          be held  by  the Trustee  in  trust, to  the  extent required  to
          satisfy the Rebate Requirement (as defined in the Tax Agreement),
          for  payment to  the United  States of  America, and  neither the
          Company, the  Pollution Control  Corporation or the  Owners shall
          have  any  rights  in  or claim  to  such  moneys.    All amounts
          deposited into or on deposit in the Rebate Fund shall be governed
          by this Section 7.08,  by Section 6.04 of the  Loan Agreement and
          by the Tax Agreement.   The Trustee shall conclusively  be deemed
          to  have  complied  with  such  provisions   if  it  follows  the
          directions  of  the Company,  including  supplying all  necessary
          information in the  manner set  forth in the  Tax Agreement,  and
          shall  not  be required  to take  any  actions thereunder  in the
          absence of written directions from the Company.

               (c)  Upon receipt of the Company's written instructions, the
          Trustee  shall remit part  or all of  the balances  in the Rebate
          Fund  to  the United  States  of America,  as  so  directed.   In
          addition, if the  Company so directs,  the Trustee shall  deposit
          moneys into  or transfer  moneys out of  the Rebate Fund  from or
          into  such accounts or funds as directed by the Company's written
          directions.  Any funds remaining in the  Rebate Fund after all of
          the Bonds shall have  been paid and any Rebate  Requirement shall
          have   been   satisfied,   or   provision   therefor   reasonably
          satisfactory  to the  Trustee  shall  have  been made,  shall  be
          withdrawn and remitted to the Company.

               (d)  Notwithstanding  any provision  of this  Indenture, the
          obligation  to remit the Rebate Requirement  to the United States
          of  America and  to comply  with all  other requirements  of this
          Section  7.08, Section  6.04 of  the Loan  Agreement and  the Tax
          Agreement  shall  survive  the  payment  of  the  Bonds  and  the
          satisfaction and discharge of this Indenture.

               Section 7.09.  Notices of  Trustee.  The Trustee  shall give
          notice to  both the Pollution Control Corporation and the Company
          whenever  it is  required hereby  to give  notice to  either and,
          additionally,  shall furnish to the Pollution Control Corporation
          and the Company copies of any Notice by Mail or Publication given
          by it pursuant to any provision hereof.


                                     ARTICLE VIII

                                      DEFEASANCE

               Section 8.01.  Defeasance.      If  the   Pollution  Control
          Corporation shall  pay or cause  to be paid  to the Owner  of any
          Bond secured hereby  the principal  of and premium,  if any,  and
          interest due  and  payable,  and thereafter  to  become  due  and
          payable,  upon  such Bond  or  any portion  of  such Bond  in the
          principal amount of $5,000 or any integral multiple thereof, such
          Bond or portion thereof shall cease  to be entitled to any  lien,
          benefit  or security  under  this Indenture.    If the  Pollution
          Control Corporation shall pay  or cause to be paid to  the Owners
          of all the Bonds secured hereby the principal of  and premium, if
          any, and interest due  and payable, and thereafter to  become due
          and payable, thereon, and shall pay or cause to be paid all other
          sums  payable  hereunder including,  without  limitation, amounts
          payable pursuant to Section 10.04 hereof, then, and in that case,
          the right,  title and interest of the Trustee in and to the Trust
          Estate shall thereupon cease, terminate and become void.  In such
          event,  the Trustee shall assign,  transfer and turn  over to the
          Company  the Trust  Estate,  including, without  limitation,  any
          surplus in the  Bond Fund and any balance remaining  in any other
          fund created under this Indenture.

               All or any portion of Outstanding Bonds or portions of Bonds
          in principal amounts of $5,000  or any integral multiple thereof,
          shall  prior to the maturity or redemption date thereof be deemed
          to  have been  paid  within  the  meaning  and  with  the  effect
          expressed in  this Article VIII,  and the entire  indebtedness of
          the Pollution  Control Corporation with respect  thereof shall be
          satisfied and discharged, when

                    (a)  in the event  said Bonds or  portions thereof have
               been selected for redemption in accordance with Section 3.02
               hereof, the Trustee  shall have given, or  the Company shall
               have  given  to  the  Trustee  in  form satisfactory  to  it
               irrevocable instructions  to give,  on a date  in accordance
               with  the  provisions  of  Section 3.03  hereof,  notice  of
               redemption of such Bonds or portions thereof,

                    (b) there  shall have  been deposited with  the Trustee
               either moneys  in an  amount which shall  be sufficient,  or
               Government  Obligations which  shall not  contain provisions
               permitting  the  redemption thereof  at  the  option of  the
               issuer,  the principal of  and the  interest on  which, when
               due, and  without regard  to any reinvestment  thereof, will
               provide  moneys which,  together  with the  moneys, if  any,
               deposited with or held by  the Trustee, shall be sufficient,
               to pay  when due the principal  of and premium, if  any, and
               interest due and  to become  due on said  Bonds or  portions
               thereof on and prior to the redemption date or maturity date
               thereof, as the case may be, and

                    (c)  in the event said Bonds or portions thereof do not
               mature and are not to be redeemed within the next succeeding
               sixty (60) days, the Company shall have given the Trustee in
               form satisfactory to it irrevocable instructions to give, as
               soon  as practicable  in  the same  manner  as a  notice  of
               redemption  is  given pursuant  to  Section  3.03 hereof,  a
               notice  to the Owners of said Bonds or portions thereof that
               the  deposit required by clause (b) above has been made with
               the  Trustee and  that said  Bonds or  portions thereof  are
               deemed  to have been  paid in  accordance with  this Article
               VIII and stating the maturity or redemption date upon  which
               moneys  are to be available for the payment of the principal
               of  and premium,  if  any, and  interest  on said  Bonds  or
               portions thereof.

               Neither the Government Obligations nor moneys deposited with
          the Trustee  pursuant  to  this Article  VIII  nor  principal  or
          interest  payments on  any such  Government Obligations  shall be
          withdrawn or used for any purpose other than, and such Government
          Obligations, moneys  and principal or interest  payments shall be
          held in trust for,  the payment of the principal  of and premium,
          if any, and interest on said Bonds or portions thereof; provided,
          that any cash received  from such principal or  interest payments
          on such Government Obligations deposited with the Trustee, if not
          then  needed for such purposes, shall, to the extent practicable,
          be invested in  Government Obligations of  the type described  in
          clause  (b) of the preceding  paragraph maturing at  times and in
          amounts  sufficient to pay when due the principal of and premium,
          if any,  and interest  to become  due on  said Bonds  or portions
          thereof on and  prior to  such redemption date  or maturity  date
          thereof,  as the  case  may be,  and  interest earned  from  such
          reinvestments shall be paid  over to the Company, as  received by
          the  Trustee, free  and  clear  of  any  trust,  lien  or  pledge
          hereunder.    If payment  of less  than all  the  Bonds is  to be
          provided for in the  manner and with the effect provided  in this
          Article  VIII, the Trustee shall select such Bonds or portions of
          Bonds  in  the  manner  specified  by  Section  3.02  hereof  for
          selection  for redemption of less than all Bonds in the principal
          amount designated to the Trustee by  the Company.  At or prior to
          the  time of the deposit  of any Government  Obligations with the
          Trustee pursuant to this Section 8.01,  the Company shall provide
          the  Trustee with a certificate of an accountant or an accounting
          firm  as to the sufficiency of such Government Obligations to pay
          when due the principal of and  premium, if any, and interest  due
          and to  become due as  set forth in  clause (b) of  the preceding
          paragraph.


                                      ARTICLE IX

                                DEFAULTS AND REMEDIES

               Section 9.01.  Events  of Default.   Each  of  the following
          events shall constitute and  is referred to in this  Indenture as
          an "Event of Default":

                    (a)  a failure to pay  the principal of  or premium, if
               any, on any of the Bonds  when the same shall become due and
               payable at maturity, upon redemption or otherwise;

                    (b)  a failure to pay an installment of interest on any
               of the Bonds after  such interest shall have become  due and
               payable for a period of thirty (30) days;

                    (c) a  failure by the Pollution  Control Corporation to
               observe and perform  any covenant,  condition, agreement  or
               provision (other than as specified in clauses (a) and (b) of
               this  Section  9.01)  contained  in the  Bonds  or  in  this
               Indenture on  the part of the  Pollution Control Corporation
               to be  observed or  performed, which failure  shall continue
               for  a  period of  sixty  (60)  days  after written  notice,
               specifying such failure and  requesting that it be remedied,
               shall have  been given to the  Pollution Control Corporation
               and the Company by  the Trustee, which may give  such notice
               in  its discretion and which  shall give such  notice at the
               written  request of Owners of not less than 33% in principal
               amount of the Bonds then Outstanding, unless the Trustee, or
               the  Trustee and Owners of  a principal amount  of Bonds not
               less  than the principal amount of Bonds the Owners of which
               requested that such  notice be  given, 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 Owners  of  such principal  amount  of
               Bonds, as the case may be, shall be deemed to have agreed to
               an  extension  of  such   period  if  corrective  action  is
               initiated by  the  Pollution  Control  Corporation,  or  the
               Company  on  behalf of  the  Pollution  Control Corporation,
               within such period and is being diligently pursued.

               Upon the occurrence  and continuance of any Event of Default
          described  in clause (a) or  (b) of the  preceding paragraph, the
          Trustee  may, and at  the written request  of Owners of  not less
          than  33% in principal amount of Bonds then Outstanding shall, by
          written  notice  to the  Pollution  Control  Corporation and  the
          Company, declare  the Bonds  to be  immediately due  and payable,
          whereupon  they  shall, without  further  action,  become and  be
          immediately due and payable, anything in this Indenture or in the
          Bonds to the contrary notwithstanding, and the Trustee shall give
          notice thereof by Mail to all Owners of Outstanding Bonds.

               The  provisions of  the  preceding  paragraph, however,  are
          subject  to the  condition that  if, after  the principal  of the
          Bonds shall  have been  so declared  to be  due and payable,  and
          before any judgment  or decree for the payment of  the moneys due
          shall have been obtained or entered as hereinafter  provided, the
          Pollution Control  Corporation shall  cause to be  deposited with
          the Trustee a sum  sufficient to pay all matured  installments of
          interest upon all  Bonds and the principal  of any and  all Bonds
          which  shall have  become due  otherwise than  by reason  of such
          declaration (with interest upon such principal and, to the extent
          permissible by law, on  overdue installments of interest, at  the
          rate per annum borne by  the Bonds) and such amounts as  shall be
          sufficient to  cover reasonable compensation and reimbursement of
          expenses payable to the Trustee and any predecessor  Trustee, and
          all  Events of  Default hereunder  other  than nonpayment  of the
          principal   of  Bonds  which  shall   have  become  due  by  said
          declaration shall have  been remedied, then, in  every such case,
          such Event of Default shall be deemed waived and such declaration
          and  its consequences  rescinded  and annulled,  and the  Trustee
          shall promptly give written notice of such waiver, rescission and
          annulment to  the Pollution Control Corporation  and the Company,
          and,  if notice of the acceleration  of the Bonds shall have been
          given to the Owners  of the Bonds,  shall give notice thereof  by
          Mail  to all  Owners of  Outstanding Bonds;  but no  such waiver,
          rescission and annulment shall extend to or affect any subsequent
          Event  of  Default  or  impair any  right  or  remedy  consequent
          thereon.

               Section 9.02.  Remedies.      Upon   the    occurrence   and
          continuance of any  Event of Default, then and in every such case
          the Trustee in its  discretion may, and upon the  written request
          of Owners of not less than  a majority in principal amount of the
          Bonds  then   Outstanding  and   receipt  of  indemnity   to  its
          satisfaction shall,  in its  own name and  as the  Trustee of  an
          express trust:

                    (a) by mandamus, or other suit, action or proceeding at
               law  or in equity,  enforce all rights of  the Owners of the
               Bonds, and require the  Pollution Control Corporation or the
               Company  to carry out any agreements with or for the benefit
               of such Owners  and to perform its or their duties under the
               Act, the Loan Agreement and this Indenture;

                    (b) bring suit upon the Bonds; or

                    (c)  by action  or suit  in equity  enjoin any  acts or
               things which may be  unlawful or in violation of  the rights
               of the Owners of the Bonds.

               Section 9.03.  Restoration to Former Position.  In the event
          that any proceeding  taken by  the Trustee to  enforce any  right
          under this  Indenture shall  have been discontinued  or abandoned
          for  any reason, or shall  have been determined  adversely to the
          Trustee, then the Pollution  Control Corporation, the Trustee and
          the  Owners shall  be restored, subject  to any  determination in
          such proceeding, to their  former positions and rights hereunder,
          respectively, and all rights, remedies  and powers of the Trustee
          shall continue as though no such proceeding had been taken.

               Section 9.04.  Owners'   Right    to   Direct   Proceedings.
          Anything in  this Indenture to the  contrary notwithstanding, the
          Owners  of a  majority  in principal  amount  of the  Bonds  then
          Outstanding hereunder shall have the  right, by an instrument  in
          writing executed  and delivered  to  the Trustee,  to direct  the
          time,  method and  place of  conducting all  remedial proceedings
          available to the  Trustee under this Indenture  or exercising any
          trust  or  power  conferred on  the  Trustee  by this  Indenture;
          provided,  however, that  such direction  shall not  be otherwise
          than  in accordance with law and the provisions of this Indenture
          and   that  the  Trustee  shall  have  the  right  (but  not  the
          obligation)  to  decline to  follow  any  such direction  if  the
          Trustee,  being  advised by  counsel,  shall  determine that  the
          action or proceeding so directed may not lawfully be taken, or if
          the  Trustee in  good faith  shall determine  that the  action or
          proceedings  so directed  would involve  the Trustee  in personal
          liability or if the Trustee in good faith shall so determine that
          the  actions or  forbearances  specified in  or pursuant  to such
          direction  would be unduly prejudicial to the interests of Owners
          not  joining in the giving of said direction, it being understood
          that the Trustee  shall have no duty to ascertain  whether or not
          such  actions  or forbearances  are  unduly  prejudicial to  such
          Owners.  

               Section 9.05.  Limitation  on  Owners'  Right  to  Institute
          Proceedings.  No Owner of Bonds shall have any right to institute
          any  suit,  action or  proceeding  in equity  or at  law  for the
          execution  of any trust or  power hereunder, or  any other remedy
          hereunder or on  said Bonds, unless  such Owner previously  shall
          have given to the Trustee  written notice of an Event  of Default
          as hereinabove provided and  unless the Owners of not less than a
          majority in principal amount of the Bonds then Outstanding  shall
          have  made written request  of the  Trustee so  to do,  after the
          right to  institute said  suit, action  or proceeding  shall have
          accrued,  and  shall  have  afforded  the  Trustee  a  reasonable
          opportunity to proceed  to institute  the same in  either its  or
          their name, and unless there also  shall have been offered to the
          Trustee  security and  indemnity satisfactory  to it  against the
          costs,  expenses  and  liabilities  to  be  incurred  therein  or
          thereby,  and  the  Trustee  shall not  have  complied  with such
          request within a reasonable  time; and such notification, request
          and offer of indemnity are hereby declared in every such case, at
          the  option of  the Trustee,  to be  conditions precedent  to the
          institution  of  said  suit,   action  or  proceeding;  it  being
          understood and intended that no one  or more of the Owners of the
          Bonds shall have any right in any manner whatever by his or their
          action  to  affect, disturb  or  prejudice the  security  of this
          Indenture,  or to enforce any right hereunder or under the Bonds,
          except in the manner herein provided, and that all suits, actions
          and proceedings at law or in equity shall be instituted, had  and
          maintained  in  the  manner herein  provided  and  for  the equal
          benefit of all Owners of the Bonds.

               Section 9.06.  No  Impairment of  Right to  Enforce Payment.
          Notwithstanding any other provision  in this Indenture, the right
          of any Owner of a Bond to receive payment of the principal of and
          premium, if  any, and  interest on  such Bond,  on  or after  the
          respective due dates expressed therein, or to  institute suit for
          the enforcement of any  such payment on or after  such respective
          dates, shall not be  impaired or affected without the  consent of
          such Owner.

               Section 9.07.  Proceedings by Trustee without  Possession of
          Bonds.  All rights of action under this Indenture or under any of
          the Bonds secured hereby which are enforceable by the Trustee may
          be enforced by it without the  possession of any of the Bonds, or
          the production thereof on the trial or other proceedings relative
          thereto, and any  such suit, action  or proceeding instituted  by
          the  Trustee shall  be  brought in  its name  for  the equal  and
          ratable  benefit of  the  Owners of  the  Bonds, subject  to  the
          provisions of this Indenture.

               Section 9.08.  No  Remedy  Exclusive.    No   remedy  herein
          conferred upon or reserved to the Trustee or to the Owners of the
          Bonds  is intended  to  be  exclusive  of  any  other  remedy  or
          remedies, and each and every such remedy shall be cumulative, and
          shall be in  addition to  every other remedy  given hereunder  or
          under  the Loan Agreement, now or hereafter existing at law or in
          equity or by statute.

               Section 9.09.  No Waiver of Remedies.   No delay or omission
          of the Trustee or of any Owner of a Bond to exercise any right or
          power  accruing upon any default  shall impair any  such right or
          power or shall  be construed to be a waiver  of any such default,
          or an acquiescence therein;  and every power and remedy  given by
          this Article  IX to the Trustee  and to the Owners  of the Bonds,
          respectively, may be exercised from time to time  and as often as
          may be deemed expedient.

               Section 9.10.  Application of  Moneys.  Any  moneys received
          by the  Trustee,  by any  receiver  or by  any  Owner of  a  Bond
          pursuant  to any right given or action taken under the provisions
          of this  Article IX, after  payment of the costs  and expenses of
          the proceedings resulting in the collection of such moneys and of
          all  amounts due to the Trustee and any predecessor Trustee under
          Section 10.04 hereof, shall be deposited in the Bond Fund and all
          moneys so deposited in the Bond Fund during the continuance of an
          Event  of Default  (other than  moneys for  the payment  of Bonds
          which had matured or otherwise become payable prior to such Event
          of Default or for the payment of interest due prior to such Event
          of Default) shall be applied as follows:


                    (a) Unless the  principal of all  the Bonds shall  have
               become due and payable, all such moneys shall be applied (i)
               first, to the payment to the persons entitled thereto of all
               installments  of  interest  then  due  on  the  Bonds,  with
               interest on overdue installments, if lawful, at the rate per
               annum borne by  the Bonds, in  the order of maturity  of the
               installments of  such interest and, if  the amount available
               shall  not  be sufficient  to  pay  in full  any  particular
               installment  of  interest,  then  to  the  payment  ratably,
               according to  the amounts due on such  installment, and (ii)
               second, to  the payment to  the persons entitled  thereto of
               the  unpaid principal of any  of the Bonds  which shall have
               become due (other than  Bonds called for redemption  for the
               payment of which money is held pursuant to the provisions of
               this Indenture), with  interest on such Bonds at  their rate
               from the respective dates upon which they became due and, if
               the  amount available shall not be sufficient to pay in full
               Bonds  due  on  any  particular  date,  together  with  such
               interest,  then to  the  payment ratably,  according to  the
               amount of principal and  interest due on such date,  in each
               case  to   the   persons  entitled   thereto,  without   any
               discrimination or privilege.

                    (b) If the principal of all the Bonds shall have become
               due and payable,  all such  moneys shall be  applied to  the
               payment of  the principal and  interest then due  and unpaid
               upon  the  Bonds,  with  interest on  overdue  interest  and
               principal,  as aforesaid, without  preference or priority of
               principal over interest or of interest over principal, or of
               any installment  of interest  over any other  installment of
               interest,  or  of any  Bond  over any  other  Bond, ratably,
               according to the amounts  due respectively for principal and
               interest,  to  the  persons  entitled  thereto  without  any
               discrimination or privilege.

                    (c) If the principal of all the Bonds shall have become
               due  and payable, and if acceleration of the maturity of the
               Bonds by  reason of such  Event of Default  shall thereafter
               have  been rescinded  and annulled  under the  provisions of
               this Article IX, then,  subject to the provisions  of clause
               (b)  of this Section 9.10  which shall be  applicable in the
               event that the principal of all the Bonds shall later become
               due  and payable, the moneys  shall be applied in accordance
               with the provisions of clause (a) of this Section 9.10.

               Section 9.11.  Severability  of Remedies.  It is the purpose
          and intention of this  Article IX to provide rights  and remedies
          to the Trustee and the Owners which may be lawfully granted under
          the provisions of the Act, but should any  right or remedy herein
          granted be held to be unlawful, the Trustee and the  Owners shall
          be  entitled, as above set forth, to every other right and remedy
          provided in this Indenture and by law.


                                      ARTICLE X

                TRUSTEE; PAYING AGENT AND CO-PAYING AGENTS; REGISTRAR

               Section 10.01. Acceptance  of Trusts.    The Trustee  hereby
          accepts and agrees to execute the trusts hereby created, but only
          upon the additional terms set forth in this Article X,  to all of
          which the Pollution Control Corporation agrees and the respective
          Owners agree by their acceptance of delivery of any of the Bonds.

               Section 10.02. No   Responsibility   for   Recitals.     The
          recitals,  statements  and  representations  contained   in  this
          Indenture or in the Bonds, save only the Trustee's authentication
          upon the Bonds, are not made by the Trustee, and the Trustee does
          not  assume, and shall not have, any responsibility or obligation
          for  the  correctness  of any  thereof.    The  Trustee makes  no
          representation  as  to  the   validity  or  sufficiency  of  this
          Indenture or the Bonds.

               Section 10.03. Limitations  on Liability.   The  Trustee may
          execute any of the trusts or powers hereof and perform the duties
          required  of  it  hereunder  by  or  through  attorneys,  agents,
          receivers,  or employees,  and  shall be  entitled  to advice  of
          counsel concerning all  matters of trust and its  duty hereunder,
          and  the Trustee  shall  not be  answerable  for the  default  or
          misconduct  of any  such attorney,  agent, receiver,  or employee
          selected  by it with  reasonable care.  The  Trustee shall not be
          answerable for the exercise of any discretion or power under this
          Indenture or for anything whatsoever in connection with the trust
          created hereby, except only for its own negligence or bad faith.

               Anything  in this Indenture to the contrary notwithstanding,
          the Trustee shall in no  event be required to expend or  risk its
          own funds or  otherwise incur personal financial liability in the
          performance of any of its duties or in the exercise of any of its
          rights  or  powers,  if  there shall  be  reasonable  grounds for
          believing that the repayment of such funds or adequate  indemnity
          against such liability is not reasonably assured to it.

               Section 10.04. Compensation,  Expenses  and  Advances.   The
          Trustee, the  Paying  Agent  and  any Co-Paying  Agent,  and  the
          Registrar under  this Indenture  shall be entitled  to reasonable
          compensation for  their services rendered hereunder  (not limited
          by any provision of law regarding the compensation of the trustee
          of  an  express  trust)  and to  reimbursement  for  their actual
          out-of-pocket  expenses  (including   counsel  fees)   reasonably
          incurred in  connection therewith  except as  a  result of  their
          negligence  or   bad   faith,  including,   without   limitation,
          compensation for any services rendered, and reimbursement for any
          expenses  incurred, at and subsequent  to the time  the Bonds are
          deemed  to have been paid in accordance with Article VIII hereof.
          If the Pollution Control Corporation shall fail to perform any of
          the covenants  or agreements  contained in this  Indenture, other
          than the covenants or agreements in respect of the payment of the
          principal of and premium, if any, and interest on the Bonds,  the
          Trustee may, in its uncontrolled discretion and without notice to
          the  Owners of the Bonds, at any time and from time to time, make
          advances  to  effect performance  of the  same  on behalf  of the
          Pollution Control Corporation, but the Trustee shall be  under no
          obligation so  to do;  and  any and  all such  advances may  bear
          interest at a rate per annum not exceeding the base  rate then in
          effect for 90-day commercial loans by the Trustee or a commercial
          banking  affiliate  of  the  Trustee designated  as  such  by the
          Trustee in the city  in which is located the Principal  Office of
          the Trustee (or such affiliate, as the case may  be) to borrowers
          of the highest credit standing; but no such advance shall operate
          to  relieve the  Pollution Control  Corporation from  any default
          hereunder.   In Section 5.03  of the Loan  Agreement, the Company
          has  agreed  that  it will  pay  to  the  Trustee (including  any
          predecessor Trustee),  the Paying  Agent and any  Co-Paying Agent
          and  the  Registrar,  such   compensation  and  reimbursement  of
          expenses  and advances, but  the Company may,  without creating a
          default hereunder,  contest in  good faith the  reasonableness of
          any such services, expenses  and advances.  If the  Company shall
          have failed to make any payment to the Trustee or any predecessor
          Trustee under Section 5.03 of the Loan Agreement and such failure
          shall  have  resulted  in an  Event  of  Default  under the  Loan
          Agreement, the Trustee, and  any predecessor Trustee, shall have,
          in addition to any  other rights hereunder, a claim, prior to the
          claim of the Owners, for the  payment of its compensation and the
          reimbursement of its  expenses and  any advances made  by it,  as
          provided in  this Section 10.04, upon the  moneys and obligations
          in the Bond Fund; provided, however, that neither the Trustee nor
          any  predecessor Trustee shall have any such claim upon moneys or
          obligations  deposited  with  or  paid  to the  Trustee  for  the
          redemption or payment of Bonds which are deemed to have been paid
          in accordance with Article VIII hereof.

               In  Section 5.04  of  the Loan  Agreement,  the Company  has
          agreed  to indemnify the  Trustee and any  predecessor Trustee to
          the extent provided therein.

               Section 10.05. Notice of  Events of  Default.   The  Trustee
          shall  not be  required  to take  notice,  or be  deemed  to have
          notice, of any default  or Event of Default under  this Indenture
          other  than an Event  of Default under  clause (a) or  (b) of the
          first  paragraph  of  Section  9.01  hereof,  unless  an  officer
          assigned  by  the  Trustee  to  administer  its  corporate  trust
          business  has  been  specifically  notified in  writing  of  such
          default  or  Event  of  Default by  Owners  of  at  least 33%  in
          principal amount of the Bonds then Outstanding.  The Trustee may,
          however, at any time, in its discretion, require of the Pollution
          Control Corporation  and the Company full  information and advice
          as to the  performance of  any of the  covenants, conditions  and
          agreements contained herein.

               Section 10.06. Action  by  Trustee.   The  Trustee shall  be
          under no obligation to take any action  in respect of any default
          or  Event  of  Default  hereunder  or  toward  the  execution  or
          enforcement of any of the trusts hereby created, or to institute,
          appear  in or defend any  suit or other  proceeding in connection
          therewith, unless requested  in writing so to do by  Owners of at
          least   a  majority  in  principal  amount   of  the  Bonds  then
          Outstanding,  and,  if in  its opinion  such  action may  tend to
          involve  it in expense or  liability, unless furnished, from time
          to time as often as it  may require, with security and  indemnity
          satisfactory to  it. The  foregoing provisions are  intended only
          for  the  protection of  the Trustee,  and  shall not  affect any
          discretion  or power given by any provisions of this Indenture to
          the Trustee  to take action in respect of any default or Event of
          Default without such  notice or  request from the  Owners of  the
          Bonds, or without such security or indemnity.

               Section 10.07. Good Faith  Reliance.  The  Trustee shall  be
          protected and shall incur no liability in acting or proceeding in
          good  faith  upon   any  resolution,  notice,   telegram,  telex,
          facsimile  transmission,  request, consent,  waiver, certificate,
          statement, affidavit, voucher, bond,  requisition or other  paper
          or document which  it shall in good  faith believe to be  genuine
          and to  have been passed or  signed by the proper  board, body or
          person or to have been prepared and furnished pursuant to any  of
          the provisions of this  Indenture or the Loan Agreement,  or upon
          the  written opinion  of  any attorney,  engineer, accountant  or
          other  expert believed by the Trustee to be qualified in relation
          to the  subject matter, and the Trustee shall be under no duty to
          make any investigation or inquiry as to any statements  contained
          or matters referred to in any such instrument, but may accept and
          rely  upon the  same  as conclusive  evidence  of the  truth  and
          accuracy of such  statements.   Neither the  Trustee, the  Paying
          Agent,  any Co-Paying Agent nor  the Registrar shall  be bound to
          recognize any person as an Owner of a  Bond or to take any action
          at  his request unless  the ownership of  such Bond is  proved as
          contemplated in Section 11.01 hereof.

               Section 10.08. Dealings  in Bonds  and  with  the  Pollution
          Control  Corporation and  the Company.   The Trustee,  the Paying
          Agent, any Co-Paying Agent or the Registrar, in its individual or
          any  other capacity, may in  good faith buy,  sell, own, hold and
          deal in  any of the Bonds  issued hereunder, and may  join in any
          action  which any Owner  of a Bond  may be entitled  to take with
          like effect as if it did not  act in any capacity hereunder.  The
          Trustee, the Paying Agent, any  Co-Paying Agent or the Registrar,
          in its individual or  any other capacity, either as  principal or
          agent, may  also engage in or  be interested in  any financial or
          other transaction  with the Pollution Control  Corporation or the
          Company, and may  act as  depositary, trustee, or  agent for  any
          committee  or body  of Owners  of Bonds  secured hereby  or other
          obligations of the Pollution Control Corporation as freely  as if
          it did not act in any capacity hereunder.

               Section 10.09. Allowance  of Interest.  The Trustee may, but
          shall not be  obligated to,  allow and credit  interest upon  any
          moneys  which  it may  at  any  time  receive under  any  of  the
          provisions  of  this  Indenture, at  such  rate,  if  any, as  it
          customarily allows upon  similar funds of similar  size and under
          similar  conditions.   All  interest allowed  on any  such moneys
          shall  be  credited as  provided in  Article  IV with  respect to
          interest on investments.

               Section 10.10. Construction of  Indenture.  The  Trustee may
          construe any of the  provisions of this Indenture insofar  as the
          same  may appear to be  ambiguous or inconsistent  with any other
          provision  hereof, and  any construction  of any  such provisions
          hereof  by the Trustee  in good faith  shall be binding  upon the
          Owners of the Bonds.

               Section 10.11. Resignation  of  Trustee.    The  Trustee may
          resign  and be discharged of the trusts created by this Indenture
          by executing  an instrument in  writing resigning such  trust and
          specifying the date when such resignation shall  take effect, and
          filing  the  same with  the  President of  the  Pollution Control
          Corporation and with the  Company, not less than forty-five  (45)
          days  before the  date  specified in  such  instrument when  such
          resignation  shall  take effect,  and  by giving  notice  of such
          resignation by Mail  to all  Owners of Bonds.   Such  resignation
          shall take  effect on the later to occur of (i) the day specified
          in  such instrument  and  notice, unless  previously a  successor
          Trustee  shall have  been appointed  as hereinafter  provided, in
          which event  such resignation shall take  effect immediately upon
          the  appointment   of  such   successor  Trustee  and   (ii)  the
          appointment of a successor Trustee.

               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 Pollution Control Corporation
          shall have delivered  to the Trustee (i) an instrument appointing
          a successor Trustee, 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  in accordance  with
          Section  10.16, the Trustee shall  be deemed to  have resigned as
          contemplated  in this  Section,  the successor  Trustee shall  be
          deemed  to  have been  appointed  pursuant to  subsection  (b) of
          Section 10.13 and such  appointment shall be deemed to  have been
          accepted as contemplated in  Section 10.16, all as of  such date,
          and all other provisions of this Article X shall be applicable to
          such resignation, appointment and acceptance except to the extent
          inconsistent  with   this  paragraph.    The   Pollution  Control
          Corporation shall  deliver any such instrument  of appointment at
          the direction of the Company.

               Section 10.12. Removal  of  Trustee.    The  Trustee may  be
          removed at any  time by filing  with the Trustee so  removed, and
          with  the  Pollution  Control  Corporation and  the  Company,  an
          instrument or instruments in  writing, appointing a successor, or
          an  instrument  or  instruments  in writing,  consenting  to  the
          appointment  by  the   Pollution  Control  Corporation  (at   the
          direction  of the Company) of  a successor and  accompanied by an
          instrument of  appointment by the  Pollution Control  Corporation
          (at  the direction of the Company) of  such successor, and in any
          event executed by Owners of not less than a majority in principal
          amount of the Bonds then  Outstanding, such filing to be made  by
          any Owner of a Bond or his duly authorized attorney.

               Section 10.13. Appointment  of Successor  Trustee.   (a)  In
          case at any  time the Trustee shall be removed,  or be dissolved,
          or if its property or affairs shall be taken under the control of
          any state  or federal  court or  administrative  body because  of
          insolvency or bankruptcy, or for any other reason, then a vacancy
          shall  forthwith  and ipso  facto exist  and  a successor  may be
          appointed, and in case at any time the Trustee shall resign or be
          deemed  to have resigned, then  a successor may  be appointed, by
          filing with the  Pollution Control Corporation and the Company an
          instrument in writing appointing  such successor Trustee executed
          by  Owners of  not less  than a majority  in principal  amount of
          Bonds  then  Outstanding.   Copies  of such  instrument  shall be
          promptly delivered  by the  Pollution Control Corporation  to the
          predecessor Trustee to the Trustee so appointed and the Company.

               (b)  Until  a successor Trustee  shall be  appointed by  the
          Owners of the  Bonds as herein authorized, the  Pollution Control
          Corporation, shall appoint a successor Trustee as directed by the
          Company.    After  any   appointment  by  the  Pollution  Control
          Corporation, it  shall  cause notice  of such  appointment to  be
          given  by  Mail to  all  Owners of  Bonds.   Any  new  Trustee so
          appointed by the Pollution  Control Corporation shall immediately
          and without further act  be superseded by a Trustee  appointed by
          the Owners of the Bonds in the manner above provided.

               (c)    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.

               Section 10.14. Qualifications of Successor  Trustee.   Every
          successor  Trustee  (a) shall  be a  bank  or trust  company duly
          organized under  the laws of  the United States  or any state  or
          territory thereof  authorized by law  to perform  all the  duties
          imposed upon  it by  this Indenture  and (b)  shall have  (or the
          parent holding company  of which shall  have) a combined  capital
          stock, surplus and undivided profits  of at least $100,000,000 if
          there can be located, with reasonable effort, such an institution
          willing  and able to accept the trust on reasonable and customary
          terms.

               Section 10.15. Judicial  Appointment  of Successor  Trustee.
          In case  at any time the Trustee  shall resign and no appointment
          of  a successor Trustee shall  be made pursuant  to the foregoing
          provisions of this Article X prior  to the date specified in  the
          notice of resignation  as the  date when such  resignation is  to
          take  effect, the retiring Trustee may forthwith apply to a court
          of  competent jurisdiction  for  the appointment  of a  successor
          Trustee.   If no appointment of a successor Trustee shall be made
          pursuant to the foregoing provisions of this Article X within six
          months  after  a vacancy  shall have  occurred  in the  office of
          Trustee, any Owner of a Bond  may apply to any court of competent
          jurisdiction  to appoint  a successor  Trustee.   Such  court may
          thereupon, after such notice,  if any, as it may  deem proper and
          prescribe, appoint a successor Trustee.

               Section 10.16. Acceptance  of  Trusts by  Successor Trustee.
          Any   successor  Trustee   appointed  hereunder   shall  execute,
          acknowledge and  deliver to the Pollution  Control Corporation an
          instrument  accepting such  appointment hereunder,  and thereupon
          such  successor  Trustee,  without   any  further  act,  deed  or
          conveyance,  shall  become  duly  vested with  all  the  estates,
          property, rights,  powers, trusts, duties and  obligations of its
          predecessor  in  the trust  hereunder,  with  like effect  as  if
          originally named Trustee herein.   Upon request of such  Trustee,
          such predecessor Trustee  and the  Pollution Control  Corporation
          shall  execute and  deliver  an instrument  transferring to  such
          successor Trustee  all the estates, property,  rights, powers and
          trusts hereunder of such predecessor Trustee  and, subject to the
          provisions  of Section  10.04  hereof, such  predecessor  Trustee
          shall  pay over  to the  successor Trustee  all moneys  and other
          assets at the time held by it hereunder.

               Section 10.17. Successor  by Merger  or Consolidation.   Any
          corporation or  association into which any  Trustee hereunder may
          be merged or converted  or with which it may  be consolidated, or
          any  corporation  or association  resulting  from  any merger  or
          consolidation  to which any Trustee hereunder shall be a party or
          any corporation or association  succeeding to the corporate trust
          business of  the Trustee,  shall be the  successor Trustee  under
          this Indenture, without the  execution or filing of any  paper or
          any further  act on the part  of the parties  hereto, anything in
          this Indenture to the contrary notwithstanding.

               If,  at the  time any  such successor  to the  Trustee shall
          succeed to the trusts created by this Indenture, any of the Bonds
          shall have  been authenticated but not  delivered, such successor
          Trustee  may  adopt  the  certificate of  authentication  of  any
          predecessor Trustee and deliver  such Bonds so authenticated; and
          if  at  that  time,  any  of  the   Bonds  shall  not  have  been
          authenticated, such successor Trustee may authenticate such Bonds
          either in the name  of any such  predecessor hereunder or in  the
          name  of such successor; and, in all such cases, such certificate
          of  authentication shall have the full force which it is anywhere
          in the Bonds or  in this Indenture provided that  the certificate
          of authentication  of the Trustee shall  have; provided, however,
          that  the right to adopt the certificate of authentication of any
          predecessor Trustee or to  authenticate Bonds in the name  of any
          predecessor  Trustee  shall  apply   only  to  its  successor  or
          successors by merger, conversion or consolidation.

               Section 10.18. Standard  of Care.  Notwithstanding any other
          provisions  of this  Article  X, the  Trustee  shall, during  the
          existence of an Event  of Default of which the Trustee has actual
          notice, exercise  such of the rights  and powers vested in  it by
          this Indenture and use the same degree of skill and care in their
          exercise  as a  prudent  man would  use  and exercise  under  the
          circumstances in the conduct of his own affairs.

               Section 10.19. Notice  to  Owners  of  Bonds  of  Event   of
          Default.   If an Event of Default  occurs of which the Trustee by
          Section 10.05 hereof  is required  to take notice  and deemed  to
          have notice, or any  other Event of  Default occurs of which  the
          Trustee has been specifically notified in accordance with Section
          10.05 hereof, and any such Event of Default shall continue for at
          least  two days after the Trustee acquires actual notice thereof,
          unless  the  Trustee shall  have  theretofore given  a  notice of
          acceleration pursuant  to Section 9.01 hereof,  the Trustee shall
          give Notice by Mail to all Owners of Outstanding Bonds.

               Section 10.20. Intervention in Litigation  of the  Pollution
          Control Corporation.   In  any judicial  proceeding to  which the
          Pollution Control Corporation is a party and which in the opinion
          of the Trustee  and its counsel has a  substantial bearing on the
          interests  of the Owners of  Bonds, the Trustee  may intervene on
          behalf of  the Owners  of the  Bonds and  shall, upon receipt  of
          indemnity  satisfactory to it, do  so if requested  in writing by
          Owners  of at least  a majority in principal  amount of the Bonds
          then Outstanding if permitted by the court having jurisdiction in
          the premises.

               Section 10.21. Paying   Agent;   Co-Paying   Agents.     The
          Pollution  Control Corporation  shall, with  the approval  of the
          Company, appoint  the Paying Agent  for the Bonds and  may at any
          time or  from time  to time, with  the approval  of the  Company,
          appoint  one or more Co-Paying  Agents for the  Bonds, subject to
          the conditions set  forth in  Section 10.22 hereof.   The  Paying
          Agent and each Co-Paying Agent shall designate to the Trustee its
          Principal  Office and  signify its  acceptance of the  duties and
          obligations imposed upon it hereunder  by a written instrument of
          acceptance delivered to the Pollution Control Corporation and the
          Trustee in which such Paying Agent or Co-Paying Agent will agree,
          particularly:

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

                    (b)  to  keep  such  books  and  records  as  shall  be
               consistent  with prudent  industry  practice, to  make  such
               books and records available  for inspection by the Pollution
               Control  Corporation, the  Trustee  and the  Company at  all
               reasonable times and, in  the case of a Co-Paying  Agent, to
               promptly  furnish copies  of such books  and records  to the
               Paying Agent; and

                    (c)  in the case of a Co-Paying Agent, upon the request
               of  the Paying  Agent,  to forthwith  deliver to  the Paying
               Agent all sums so held in trust by such Co-Paying Agent.

               The Pollution  Control Corporation shall cooperate  with the
          Trustee and the Company to cause the necessary arrangements to be
          made and to  be thereafter continued  whereby funds derived  from
          the  sources specified in Sections  4.03 and 4.04  hereof will be
          made available to the  Paying Agent and each Co-Paying  Agent for
          the payment  when due of the  principal of, premium,  if any, and
          interest on the Bonds.

               Section 10.22. Qualifications of Paying Agent  and Co-Paying
          Agents; Resignation; Removal.  The Paying Agent and any Co-Paying
          Agent shall be a corporation or association  duly organized under
          the  laws  of  the  United  States of  America  or  any  state or
          territory thereof,  having a combined capital  stock, surplus and
          undivided profits of  at least $15,000,000 and  authorized by law
          to perform all the duties imposed upon it by this Indenture.  The
          Paying Agent and  any Co-Paying Agent may at  any time resign and
          be discharged  of  the duties  and  obligations created  by  this
          Indenture  by  giving at  least sixty  (60)  days' notice  to the
          Pollution Control Corporation, the Company  and the Trustee.  The
          Paying Agent and any Co-Paying Agent may be  removed at any time,
          at the direction of the Company, by an instrument, signed  by the
          Pollution  Control Corporation,  filed with  the Paying  Agent or
          such Co-Paying Agent, as the case may be, and with the Trustee.

               In the event  of the  resignation or removal  of the  Paying
          Agent  or any Co-Paying Agent, the Paying Agent or such Co-Paying
          Agent, as the case may be, shall pay over, assign and deliver any
          moneys held by it in such  capacity to its successor or, if there
          be no successor, to the Trustee.

               In the  event that  the Pollution Control  Corporation shall
          fail to appoint  a Paying Agent  hereunder, or in the  event that
          the  Paying Agent shall resign or be removed, or be dissolved, or
          if the  property or  affairs of the  Paying Agent shall  be taken
          under the control of any state or federal court or administrative
          body because  of  bankruptcy  or insolvency,  or  for  any  other
          reason,  and the  Pollution  Control Corporation  shall not  have
          appointed its successor as Paying  Agent, the Trustee shall  ipso
          facto  be deemed to be the Paying  Agent for all purposes of this
          Indenture  until  the   appointment  by  the  Pollution   Control
          Corporation of the Paying Agent or successor Paying Agent, as the
          case may be.

               Upon  the  appointment  of  a successor  Paying  Agent,  the
          Trustee shall give notice thereof by Mail to all Owners of Bonds.

               Section 10.23. Registrar.  The Pollution Control Corporation
          shall, with  the approval of  the Company, appoint  the Registrar
          for the Bonds,  subject to  the conditions set  forth in  Section
          10.24 hereof.  The  Registrar shall designate to the  Trustee its
          Principal Office and signify its acceptance of the duties imposed
          upon it hereunder by a written instrument of acceptance delivered
          to the  Pollution Control  Corporation and  the Trustee in  which
          such Registrar will  agree, particularly, to keep  such books and
          records as shall be consistent with prudent industry practice and
          to  make such books and  records available for  inspection by the
          Pollution Control Corporation, the Trustee and the Company at all
          reasonable times.

               The  Pollution Control Corporation  shall cooperate with the
          Trustee and the Company to cause the necessary arrangements to be
          made and to  be thereafter continued  whereby Bonds, executed  by
          the  Pollution  Control  Corporation  and  authenticated  by  the
          Trustee, shall  be made available for  exchange, registration and
          registration  of   transfer  at  the  Principal   Office  of  the
          Registrar.   The  Pollution Control  Corporation  shall cooperate
          with  the Trustee,  the Registrar  and the  Company to  cause the
          necessary  arrangements  to  be  made  and  thereafter  continued
          whereby  the  Paying  Agent  and  any  Co-Paying  Agent shall  be
          furnished such records  and other information, at such  times, as
          shall be required to  enable the Paying Agent and  such Co-Paying
          Agent to  perform the  duties and  obligations imposed  upon them
          hereunder.

               Section 10.24. Qualifications  of   Registrar;  Resignation;
          Removal.   The Registrar  shall be  a corporation  or association
          duly organized under the laws of  the United States of America or
          any state or territory thereof, having a combined  capital stock,
          surplus  and  undivided  profits  of  at  least  $15,000,000  and
          authorized by law to  perform all the  duties imposed upon it  by
          this Indenture.   The  Registrar may  at any time  resign and  be
          discharged  of  the  duties   and  obligations  created  by  this
          Indenture  by  giving at  least sixty  (60)  days' notice  to the
          Pollution Control  Corporation, the Trustee and the Company.  The
          Registrar may be  removed at any  time, at the  direction of  the
          Company,  by  an  instrument  signed  by  the  Pollution  Control
          Corporation filed with the Registrar and the Trustee.

               In the event of the resignation or removal of the Registrar,
          the Registrar shall deliver any Bonds held by it in such capacity
          to its successor or, if there be no successor, to the Trustee.

               In the  event that  the Pollution Control  Corporation shall
          fail to appoint  a Registrar hereunder, or in the  event that the
          Registrar shall resign or be removed, or be  dissolved, or if the
          property or affairs  of the  Registrar shall be  taken under  the
          control  of any  state or  federal  court or  administrative body
          because of bankruptcy or insolvency, or for any other reason, and
          the Pollution  Control Corporation  shall not have  appointed its
          successor as Registrar, the Trustee shall ipso facto be deemed to
          be the Registrar  for all  purposes of this  Indenture until  the
          appointment by the Pollution Control Corporation of the Registrar
          or successor Registrar, as the case may be.

               Upon the  appointment of a successor  Registrar, the Trustee
          shall give notice thereof by Mail to all Owners of Bonds.

               Section 10.25. Several Capacities.   Anything herein  to the
          contrary notwithstanding, the same  entity may serve hereunder as
          the  Trustee, the  Paying  Agent or  a  Co-Paying Agent  and  the
          Registrar and in any combination of such capacities to the extent
          permitted by law.


                                      ARTICLE XI

                   EXECUTION OF INSTRUMENTS BY OWNERS OF BONDS AND
                             PROOF OF OWNERSHIP OF BONDS

               Section 11.01. Execution of Instruments; Proof of Ownership.
          Any request,  direction, consent or other  instrument in writing,
          whether  or not  required or  permitted by  this Indenture  to be
          signed or executed  by Owners of the Bonds, may  be in any number
          of concurrent instruments of  similar tenor and may be  signed or
          executed by  Owners of the Bonds  or by an agent  appointed by an
          instrument  in writing.    Proof of  the  execution of  any  such
          instrument  and of the ownership of Bonds shall be sufficient for
          any purpose of this Indenture and shall be conclusive in favor of
          the  Trustee with  regard to  any action taken  by it  under such
          instrument if made in the following manner:

                    (a) The fact and date of the execution by any person of
               any  such instrument may be proved by the certificate of any
               officer in any  jurisdiction who, by  the laws thereof,  has
               power  to take acknowledgments  within such jurisdiction, to
               the  effect   that  the   person  signing   such  instrument
               acknowledged  before him  the  execution thereof,  or by  an
               affidavit of a witness to such execution.

                    (b) The ownership or former ownership of Bonds shall be
               proved by  the registration books kept  under the provisions
               of Section 2.08 hereof.

               Nothing contained in  this Article XI shall  be construed as
          limiting  the Trustee to such  proof, it being  intended that the
          Trustee may accept  any other evidence  of matters herein  stated
          which it  may deem  sufficient.   Any request  or consent of  any
          Owner of a Bond shall bind every future Owner of the same Bond or
          any Bond or Bonds issued  in lieu thereof in respect of  anything
          done  by the  Trustee  or the  Pollution  Control Corporation  in
          pursuance of such request or consent.


                                     ARTICLE XII

                MODIFICATION OF THIS INDENTURE AND THE LOAN AGREEMENT

               Section 12.01. Limitations.  Neither this Indenture  nor the
          Loan  Agreement  shall  be modified  or  amended  in any  respect
          subsequent to  the  original  issuance  of the  Bonds  except  as
          provided  in and in accordance with and subject to the provisions
          of this Article XII and Section 7.04 hereof.

               The Trustee may, but  shall not be obligated to,  enter into
          any  Supplemental  Indenture  which  affects  the  Trustee's  own
          rights, duties or immunities under this Indenture or otherwise.

               Section 12.02. Supplemental    Indentures    without   Owner
          Consent.  The Pollution Control Corporation and the  Trustee may,
          from time  to time and  at any  time, without the  consent of  or
          notice to  the  Owners  of the  Bonds,  enter  into  Supplemental
          Indentures as follows:

                    (a) to cure any formal  defect, omission, inconsistency
               or ambiguity in this Indenture, provided, however, that such
               cure shall not materially and adversely affect the interests
               of the Owners of the Bonds;

                    (b)  to grant to or  confer or impose  upon the Trustee
               for  the benefit of the  Owners of the  Bonds any additional
               rights, remedies, powers,  authority, security,  liabilities
               or  duties  which  may  lawfully be  granted,  conferred  or
               imposed;

                    (c)  to add  to the  covenants and  agreements of,  and
               limitations  and  restrictions upon,  the  Pollution Control
               Corporation in  this Indenture other  covenants, agreements,
               limitations and restrictions to be observed by the Pollution
               Control Corporation;

                    (d) to confirm, as further assurance, any pledge under,
               and the subjection to  any claim, lien or pledge  created or
               to  be  created  by, this  Indenture,  of  the  Receipts and
               Revenues of the Pollution  Control Corporation from the Loan
               Agreement or of any other moneys, securities or funds;

                    (e)   to   authorize   a   different   denomination  or
               denominations  of   the  Bonds   and  to   make  correlative
               amendments  and modifications  to  this Indenture  regarding
               exchange  ability  of  Bonds  of   different  denominations,
               redemptions of portions of Bonds of particular denominations
               and  similar  amendments and  modifications  of  a technical
               nature;

                    (f)  to   modify,  alter,  supplement  or   amend  this
               Indenture in  such manner as shall  permit the qualification
               hereof under the Trust  Indenture Act of 1939, as  from time
               to time amended;

                    (g)  to   modify,  alter,  supplement  or   amend  this
               Indenture in such manner as shall be necessary, desirable or
               appropriate  in  order  to  provide  for  or  eliminate  the
               registration and  registration  of  transfer  of  the  Bonds
               through  a book-entry or similar method,  whether or not the
               Bonds are evidenced by certificates;

                    (h)  to   modify,  alter,  amend  or   supplement  this
               Indenture  in  any other  respect  which  is not  materially
               adverse  to the Owners and  which does not  involve a change
               described in  clause (i),  (ii), (iii)  or  (iv) of  Section
               12.03(a) hereof; and

                    (i) to provide any additional procedures,  covenants or
               agreements necessary or desirable to maintain the tax-exempt
               status of interest on the Bonds.

               Before the  Pollution Control  Corporation  and the  Trustee
          shall  enter into  any  Supplemental Indenture  pursuant to  this
          Section  12.02, there shall have been delivered to the Trustee an
          opinion of Bond Counsel  stating that such Supplemental Indenture
          is  authorized  or  permitted  by  this Indenture  and  the  Act,
          complies with  their respective  terms, will, upon  the execution
          and delivery  thereof, be  valid and binding  upon the  Pollution
          Control Corporation in accordance with its terms and will not, in
          and of itself,  adversely affect the exclusion  from gross income
          for federal tax purposes of the interest on the Bonds.

               Section 12.03. Supplemental   Indentures  with   Consent  of
          Owners.  (a)  Except for any Supplemental  Indenture entered into
          pursuant  to  Section  12.02 hereof,  subject  to  the terms  and
          provisions contained in this Section 12.03 and Section  12.05 and
          not  otherwise, Owners of not  less than a  majority in aggregate
          principal amount  of the  Bonds then  Outstanding which would  be
          adversely affected thereby shall have the right from time to time
          to  consent  to and  approve the  execution  and delivery  by the
          Pollution Control Corporation and the Trustee of any Supplemental
          Indenture deemed necessary or  desirable by the Pollution Control
          Corporation  for the  purposes of modifying,  altering, amending,
          supplementing or rescinding, in any particular,  any of the terms
          or  provisions contained  in this  Indenture;  provided, however,
          that, unless approved  in writing by the Owners of  all the Bonds
          then  Outstanding  which  would be  adversely  affected  thereby,
          nothing  herein  contained  shall  permit,  or  be  construed  as
          permitting, (i) a  change in  the times, amounts  or currency  of
          payment of  the principal of or  premium, if any,  or interest on
          any Outstanding  Bond, a  reduction in  the  principal amount  or
          redemption price of any Outstanding Bond  or a change in the rate
          of interest thereon, or any impairment of the  right of any Owner
          to institute  suit for the  payment of any  Bond owned by  it, or
          (ii) the creation  of a claim or  lien upon, or a  pledge of, the
          Receipts and  Revenues of the Pollution  Control Corporation from
          the  Loan Agreement  ranking prior  to or  on a  parity with  the
          claim,  lien  or  pledge  created by  this  Indenture  (except as
          referred  to in Section 10.04  hereof), or (iii)  a preference or
          priority of  any Bond or Bonds  over any other Bond  or Bonds, or
          (iv) a reduction in  the aggregate principal amount of  Bonds the
          consent  of  the  Owners  of  which  is  required  for  any  such
          Supplemental Indenture or which  is required, under Section 12.07
          hereof, for any modification, alteration, amendment or supplement
          to the Loan Agreement.

               (b) If at any time  the Pollution Control Corporation  shall
          request the Trustee to enter into any Supplemental Indenture  for
          any  of the  purposes of  this Section  12.03, the  Trustee shall
          cause notice of  the proposed Supplemental Indenture  to be given
          by Mail  to all Owners of  Outstanding Bonds.   Such notice shall
          briefly  set  forth  the  nature  of  the  proposed  Supplemental
          Indenture and shall state that  a copy thereof is on file  at the
          Principal Office of the  Trustee for inspection by all  Owners of
          Bonds.

               (c) Within two  years after the date of the first mailing of
          such notice,  the Pollution  Control Corporation and  the Trustee
          may enter  into such Supplemental Indenture  in substantially the
          form described in such notice only if there shall have first been
          delivered  to the Trustee (i) the  required consents, in writing,
          of Owners  of Bonds and (ii)  an opinion of  Bond Counsel stating
          that such  Supplemental Indenture  is authorized or  permitted by
          this Indenture and the Act,  complies with their respective terms
          and, upon the execution  and delivery thereof, will be  valid and
          binding upon the Pollution Control Corporation in accordance with
          its  terms and will not,  in and of  itself, adversely affect the
          exclusion  from gross  income  for federal  tax  purposes of  the
          interest on the Bonds.

               (d)  If  Owners of  not less  than  the percentage  of Bonds
          required by  this  Section  12.03 shall  have  consented  to  and
          approved the  execution and delivery thereof  as herein provided,
          no Owner  shall have  any right  to object  to the execution  and
          delivery of such Supplemental  Indenture, or to object to  any of
          the  terms  and provisions  contained  therein  or the  operation
          thereof,  or in  any  manner to  question  the propriety  of  the
          execution  and  delivery thereof,  or to  enjoin or  restrain the
          Pollution Control  Corporation or the Trustee  from executing and
          delivering the same  or from  taking any action  pursuant to  the
          provisions thereof.

               Section 12.04. Effect  of Supplemental Indenture.   Upon the
          execution and delivery of  any Supplemental Indenture pursuant to
          the  provisions of this Article XII, this Indenture shall be, and
          be deemed  to be, modified,  altered, amended or  supplemented in
          accordance  therewith,  and  the  respective  rights, duties  and
          obligations  under  this  Indenture   of  the  Pollution  Control
          Corporation, the Trustee and Owners of all Bonds then Outstanding
          shall thereafter be determined, exercised and enforced under this
          Indenture  subject  in   all  respects  to   such  modifications,
          alterations, amendments and supplements.

               Section 12.05. Consent of  the Company.  Anything  herein to
          the  contrary notwithstanding,  any Supplemental  Indenture under
          this Article XII which affects  any rights, powers, agreements or
          obligations of the Company under the  Loan Agreement, or requires
          a  revision of  the  Loan Agreement,  shall not  become effective
          unless and  until  the  Company  shall  have  consented  to  such
          Supplemental Indenture.

               Section 12.06. Amendment of Loan  Agreement without  Consent
          of Owners.  Without the consent of or notice to the Owners of the
          Bonds,  the  Pollution Control  Corporation  may  enter into  any
          Supplemental Loan Agreement, and the Trustee may consent thereto,
          as may  be required (a) by  the provisions of  the Loan Agreement
          and  this Indenture,  (b) for  the purpose  of curing  any formal
          defect,  omission, inconsistency  or  ambiguity  therein, (c)  to
          provide   any  additional  procedures,  covenants  or  agreements
          necessary  or  desirable to  maintain  the  tax-exempt status  of
          interest on the Bonds, or (d) in connection with any other change
          therein  which is  not materially  adverse to  the Owners  of the
          Bonds.  A revision of Exhibit A to the Loan Agreement pursuant to
          Section  3.03 thereof  shall not  be deemed  a Supplemental  Loan
          Agreement for purposes of this Indenture.

               Before the  Pollution Control Corporation shall  enter into,
          and the Trustee shall consent to, any Supplemental Loan Agreement
          pursuant to this  Section 12.06, there shall  have been delivered
          to  the  Trustee an  opinion of  Bond  Counsel stating  that such
          Supplemental Loan  Agreement is  authorized or permitted  by this
          Indenture  and the  Act,  complies with  their respective  terms,
          will,  upon the  execution  and delivery  thereof,  be valid  and
          binding upon the Pollution Control Corporation and the Company in
          accordance  with  its  terms and  will  not,  in  and of  itself,
          adversely  affect the exclusion from gross income for federal tax
          purposes of interest on the Bonds.

               Section 12.07. Amendment  of Loan Agreement  with Consent of
          Owners.    Except in  the  case of  Supplemental  Loan Agreements
          referred  to  in  Section  12.06 hereof,  the  Pollution  Control
          Corporation  shall not  enter  into, and  the  Trustee shall  not
          consent to,  any Supplemental Loan Agreement  without the written
          approval or consent of the Owners  of not less than a majority in
          aggregate principal  amount of  the Bonds then  Outstanding which
          would  be  adversely  affected  thereby, given  and  procured  as
          provided in Section 12.03 hereof; provided, however, that, unless
          approved in writing by  the Owners of all Bonds  then Outstanding
          which   would  be  adversely  affected  thereby,  nothing  herein
          contained shall permit, or  be construed as permitting, a  change
          in the obligations of the Company  under Section 5.01 of the Loan
          Agreement.  If at  any time the Pollution Control  Corporation or
          the Company shall request the consent of the Trustee to  any such
          proposed  Supplemental Loan  Agreement,  the Trustee  shall cause
          notice  of such proposed Supplemental  Loan Agreement to be given
          in  the  same manner  as provided  by  Section 12.03  hereof with
          respect to  Supplemental Indentures.   Such notice  shall briefly
          set forth the nature of such proposed Supplemental Loan Agreement
          and  shall state that copies of the instrument embodying the same
          are on file at the Principal Office of the Trustee for inspection
          by  all Owners of the  Bonds.  The  Pollution Control Corporation
          may enter into, and the Trustee may consent to, any such proposed
          Supplemental Loan  Agreement subject to the  same conditions, and
          with  the same effect, as  provided by Section  12.03 hereof with
          respect to Supplemental Indentures.


                                     ARTICLE XIII

                                    MISCELLANEOUS

               Section 13.01. Successors    of   the    Pollution   Control
          Corporation.   In the event  of the dissolution  of the Pollution
          Control  Corporation, all  the covenants,  stipulations, promises
          and agreements in this  Indenture contained, by or on  behalf of,
          or for  the benefit of, the Pollution  Control Corporation, shall
          bind or inure  to the benefit of the successors  of the Pollution
          Control Corporation  from time to  time and any  entity, officer,
          board, commission, agency or instrumentality to  whom or to which
          any power or duty  of the Pollution Control Corporation  shall be
          transferred.

               Section 13.02. Parties  in  Interest.     Except  as  herein
          otherwise  specifically  provided,  nothing  in   this  Indenture
          expressed  or implied is intended or shall be construed to confer
          upon  any person,  firm or  corporation other than  the Pollution
          Control  Corporation,  the  Company  and the  Trustee  and  their
          successors and assigns  and the  Owners of the  Bonds any  right,
          remedy  or claim  under  or by  reason  of this  Indenture,  this
          Indenture being intended to be for the sole and exclusive benefit
          of the Pollution Control Corporation, the Company and the Trustee
          and their successors and assigns and the Owners of the Bonds.

               Section 13.03. Severability.  In case any one or more of the
          provisions of this Indenture or  of the Loan Agreement or of  the
          Bonds shall, for  any reason, be  held to be illegal  or invalid,
          such  illegality  or  invalidity   shall  not  affect  any  other
          provisions of this  Indenture or of the Loan Agreement or of such
          Bonds, and this Indenture  and the Loan Agreement and  such Bonds
          shall be construed  and enforced  as if such  illegal or  invalid
          provisions had not been contained herein or therein.

               Section 13.04. No  Personal  Liability of  Pollution Control
          Corporation Officials.  No covenant or agreement contained in the
          Bonds or  in this Indenture shall be deemed to be the covenant or
          agreement of any director,  official, officer, agent, or employee
          of the Pollution Control  Corporation in his individual capacity,
          and  neither the  members  of  the  Board  of  Directors  of  the
          Pollution  Control Corporation  nor  any  official executing  the
          Bonds shall  be liable personally on  the Bonds or be  subject to
          any  personal  liability  or  accountability  by  reason  of  the
          issuance thereof.

               Section 13.05. Bonds   Owned   by   the  Pollution   Control
          Corporation or the Company.  In determining whether Owners of the
          requisite aggregate principal amount  of the Bonds have concurred
          in  any direction, consent or  waiver under this Indenture, Bonds
          which  are owned  by  the Pollution  Control  Corporation or  the
          Company  or by any  person directly or  indirectly controlling or
          controlled by or under direct or indirect common control with the
          Company (unless the Pollution Control Corporation, the Company or
          such person owns all Bonds which are then Outstanding, determined
          without regard to  this Section 13.05)  shall be disregarded  and
          deemed  not to  be  Outstanding  for  the  purpose  of  any  such
          determination,  except  that,  for  the  purpose  of  determining
          whether the Trustee  shall be  protected in relying  on any  such
          direction, consent or waiver, only  Bonds which the Trustee knows
          are so  owned shall be so  disregarded.  Upon the  request of the
          Trustee, the Company and  the Pollution Control Corporation shall
          furnish to  the Trustee a  certificate identifying all  Bonds, if
          any, actually known  to either of them to be owned  or held by or
          for  the account of any  of the above-described  persons, and the
          Trustee  shall  be  entitled  to  rely  on  such  certificate  as
          conclusive evidence of the  facts set forth therein and  that all
          other   Bonds  are   Outstanding   for  the   purposes  of   such
          determination.   Bonds so owned  which have been  pledged in good
          faith may be regarded as  Outstanding if the pledgee  establishes
          to the satisfaction of the Trustee the pledgee's right so  to act
          with  respect to  such  Bonds and  that  the pledgee  is  not the
          Pollution  Control  Corporation  or  the Company  or  any  person
          directly  or indirectly  controlling  or controlled  by or  under
          direct or indirect common control with the  Company. In case of a
          dispute as to such right, any decision by the  Trustee taken upon
          the advice of counsel shall be full protection to the Trustee.

               Section 13.06. Counterparts.  This Indenture may be executed
          in  any number of counterparts,  each of which,  when so executed
          and delivered,  shall be an original; but such counterparts shall
          together constitute but one and the same Indenture.

               Section 13.07. Governing  Law.   The  laws of  the State  of
          Arizona  shall govern  the construction  and enforcement  of this
          Indenture and of all Bonds, except that the laws of  the State of
          New York  shall govern  the construction  and enforcement  of the
          rights and duties of the  Trustee hereunder and the  construction
          of  Section 13.09  hereof and  the computation  of any  period of
          grace provided herein.

               Section 13.08. Notices.    Except as  otherwise  provided in
          this Indenture, all  notices, certificates, requests requisitions
          or other communications by the Pollution Control Corporation, the
          Company, the Trustee,  the Paying Agent,  any Co-Paying Agent  or
          the  Registrar pursuant to this Indenture shall be in writing and
          shall be sufficiently given and shall be deemed given when mailed
          by registered mail, postage prepaid, addressed as follows: If  to
          the  Pollution Control  Corporation, c/o  Mangum, Wall,  Stoops &
          Warden,  222   East  Birch  Avenue,  Flagstaff,   Arizona  86001,
          Attention:  President;  if  to the  Company,  at  220 West  Sixth
          Street, Tucson,  Arizona 85702,  Attention: Treasurer; if  to the
          Trustee,  at  100 Wall  Street, Suite  1600,  New York,  New York
          10005, Attention:  Vice President;  if to  the Paying Agent,  any
          Co-Paying Agent  or the Registrar,  at the address  designated in
          the  acceptance  of  appointment  or  engagement.    Any  of  the
          foregoing may, by notice  given hereunder to each of  the others,
          designate any further or  different addresses to which subsequent
          notices, certificates, requests or other  communications shall be
          sent hereunder.

               Section 13.09. Holidays.  If the date for making any payment
          or the last date for performance of any act or  the exercising of
          any  right, as provided in  this Indenture, shall  be a Saturday,
          Sunday or  a public holiday in  the city in which  is located the
          Principal Office of  the Trustee, such payment may be made or act
          performed or right exercised on the next succeeding business day,
          with  the same force  and effect as  if done on  the nominal date
          provided  in this Indenture, and no interest shall accrue for the
          period after such nominal date.  If the last day of any period of
          grace, as provided in this Indenture, shall be a Saturday, Sunday
          or a public holiday in the city in which is located the Principal
          Office of the Trustee, the last day of such period of grace shall
          be deemed to be the next succeeding business day.

               Section 13.10. Statutory  Notice  Regarding Cancellation  of
          Contracts.   As  required by  the provisions  of Section  38-511,
          Arizona Revised Statutes, as amended, notice is hereby given that
          political  subdivisions of the State  of Arizona or  any of their
          departments  or  agencies may,  within  three  (3)  years of  its
          execution,  cancel  any  contract,  without  penalty  or  further
          obligation, made  by the political  subdivisions or any  of their
          departments  or agencies on or  after September 30,  1988, if any
          person   significantly   involved  in   initiating,  negotiating,
          securing, drafting  or creating  the contract  on  behalf of  the
          political subdivisions  or any  of their departments  or agencies
          is,  at any  time  while the  contract  or any  extension  of the
          contact is in effect, an employee  or agent of any other party to
          the contract in  any capacity or a consultant to  any other party
          of  the  contract  with respect  to  the  subject  matter of  the
          contract.

               The  Trustee  covenants  and  agrees  not  to  employ  as an
          employee,  agent or, with respect  to the subject  matter of this
          Indenture, a consultant, any person actually known by the Trustee
          to   be  significantly   involved  in   initiating,  negotiating,
          securing, drafting  or creating such  Indenture on behalf  of the
          Pollution  Control Corporation  within three  (3) years  from the
          execution hereof, unless  a waiver is  provided by the  Pollution
          Control Corporation.


   <PAGE> 


                IN  WITNESS WHEREOF,  Coconino  County,  Arizona  Pollution
          Control Corporation has caused  this Indenture to be executed  by
          its President and  First Trust of New  York, National Association
          has caused  this Indenture to  be executed  on its behalf  by its
          Vice President, all as of the day and year first above written.

                                             COCONINO COUNTY, ARIZONA
                                             POLLUTION CONTROL CORPORATION

          Attest:                       By: /s/ Bruce J. Nordstrom
					    ----------------------------
                                               President

   	    /s/ Terrence J. Rice
          ___________________________
          Secretary

                                                  FIRST TRUST OF NEW YORK,
                                                  NATIONAL ASSOCIATION



          Attest:                            By:  /s/ Patrick J. Crowley
						 -----------------------
                                                       Vice President
	  /s/ Steven Haas
         ____________________________
          Assistant Secretary


   <PAGE> 

                                                                  EXHIBIT A


                                    (FORM OF BOND)

          No.


                               COCONINO COUNTY, ARIZONA
                            POLLUTION CONTROL CORPORATION
                           POLLUTION CONTROL REVENUE BOND,
                                    1997 SERIES B
                    (TUCSON ELECTRIC POWER COMPANY NAVAJO PROJECT)

          INTEREST RATE (PER ANNUM):
          MATURITY DATE:                                         DATED:
          CUSIP:
          REGISTERED OWNER:
          PRINCIPAL AMOUNT:                                      DOLLARS


               Coconino  County, Arizona  Pollution Control  Corporation, a
          political  subdivision of  the State  of Arizona  (the "Pollution
          Control Corporation"), for value received, hereby promises to pay
          (but  only  out of  the Receipts  and  Revenues of  the Pollution
          Control  Corporation  from  the  Loan Agreement,  as  hereinafter
          defined,  and other  moneys pledged  therefor) to  the Registered
          Owner  identified above  or registered  assigns, on  the Maturity
          Date set forth above, upon the presentation and surrender hereof,
          the Principal Amount set forth above and to pay (but  only out of
          the Receipts  and Revenues  of the Pollution  Control Corporation
          from  the  Loan Agreement  and  other  moneys pledged  therefor),
          interest on said Principal Amount until payment of said Principal
          Amount has been  made or duly provided for, from the date hereof,
          at  the Interest Rate set forth above, semi-annually on the first
          days of April and October in each  year, commencing on October 1,
          1997.  Interest will be calculated on the basis of a 360-day year
          of twelve 30-day months.

               The  principal  of and  premium, if  any,  on this  Bond are
          payable  at  the principal  office of  First  Trust of  New York,
          National Association, as Paying Agent, or at the principal office
          of any co-paying agent appointed in accordance with the Indenture
          (as hereinafter defined), at the  option of the Registered  Owner
          hereof.  Interest on this Bond is payable by check drawn upon the
          Paying Agent and  mailed to the Registered Owner of  this Bond as
          of the  close of business on  the Record Date (as  defined in the
          Indenture) at  the registered  address of such  Registered Owner;
          notwithstanding the  foregoing, upon request to  the Paying Agent
          by  a Registered Owner of  not less than  $1,000,000 in aggregate
          principal  amount of  Bonds, interest  on such  Bonds  and, after
          presentation and  surrender of such Bonds,  the principal thereof
          shall  be paid to  such Registered Owner by  wire transfer to the
          account maintained within the continental United States specified
          by such Registered Owner  or, if such Registered Owner  maintains
          an account with  the entity  acting as Paying  Agent, by  deposit
          into such account.   Payment of the principal of  and premium, if
          any, and interest on, this Bond  shall be in any coin or currency
          of the  United States of  America as, at the  respective times of
          payment,  shall be  legal tender  for the  payment of  public and
          private debts.

               This Bond is  one of the  duly authorized Pollution  Control
          Revenue  Bonds,  1997  Series B (Tucson  Electric  Power  Company
          Navajo  Project)   (the  "Bonds")   of   the  Pollution   Control
          Corporation,  aggregating Fourteen Million Seven Hundred Thousand
          Dollars  ($14,700,000) in  principal  amount,  issued  under  and
          pursuant  to the Constitution and  laws of the  State of Arizona,
          particularly  Title 35, Chapter 6,  Arizona Revised  Statutes, as
          amended  (the "Act"),  and the  Indenture of  Trust, dated  as of
          April 1,  1997 (the  "Indenture"), between the  Pollution Control
          Corporation and First Trust of New York, National Association, as
          trustee  (the  "Trustee"), for  the  purpose  of refinancing,  by
          payment  or  redemption  of the  Pollution  Control Corporation's
          Pollution Control Refunding Revenue  Bonds, 1996 Series B (Tucson
          Electric Power Company Project), or provision therefor, a portion
          of the  costs of  the acquisition, construction,  improvement and
          equipping   of  certain   pollution   control   facilities   (the
          "Facilities") at  the Navajo  Generating  Station (the  "Plant").
          Pursuant to the  Loan Agreement, dated as  of April 1, 1997  (the
          "Loan Agreement"), between the  Pollution Control Corporation and
          Tucson  Electric  Power  Company,  a  corporation  organized  and
          existing  under the laws of the State of Arizona (the "Company"),
          the proceeds of the  Bonds, other than accrued interest,  if any,
          paid by the  initial purchasers  thereof, will be  loaned to  the
          Company.

               Neither the  County of  Coconino, Arizona  nor the  State of
          Arizona  shall in  any event  be liable  for the  payment of  the
          principal of or  premium, if any, or  interest on the Bonds,  and
          neither  the  Bonds, nor  the premium,  if  any, or  the interest
          thereon, shall be construed to  constitute an indebtedness of the
          County  of Coconino, Arizona or  the State of  Arizona within the
          meaning of any constitutional or statutory provisions whatsoever.
          The Bonds and  the premium, if any, and the  interest thereon are
          limited obligations of the Pollution Control Corporation  payable
          solely from  the Receipts and  Revenues of the  Pollution Control
          Corporation  from the  Loan  Agreement and  other moneys  pledged
          therefor under the Indenture.

               The Bonds  are equally  and ratably  secured, to  the extent
          provided  in  the  Indenture, by  the  pledge  thereunder of  the
          "Receipts and Revenues of  the Pollution Control Corporation from
          the Loan  Agreement", which term is used herein as defined in the
          Indenture and which as  therein defined means all moneys  paid or
          payable to the Trustee  for the account of the  Pollution Control
          Corporation by  the  Company in  respect  of the  loan  payments,
          including all receipts of the Trustee which, under the provisions
          of  the  Indenture,  reduce the  amounts  of  such  payments. The
          Pollution Control  Corporation has  also pledged and  assigned to
          the  Trustee as  security  for the  Bonds  all other  rights  and
          interests  of the  Pollution Control  Corporation under  the Loan
          Agreement  (other  than its  rights  to  indemnification and  its
          administrative expenses and certain other rights).

               The transfer  of  this Bond  shall  be registered  upon  the
          registration books kept at the principal office of First Trust of
          New  York, National  Association,  as Registrar,  at the  written
          request  of the  Registered  Owner hereof  or  his attorney  duly
          authorized  in  writing,  upon surrender  of  this  Bond at  said
          office,   together  with   a  written   instrument   of  transfer
          satisfactory  to the  Registrar duly  executed by  the Registered
          Owner or his duly authorized attorney.

               In the manner and with the effect provided in the Indenture,
          each of the Bonds may be redeemed prior to maturity, as follows:

                    (a) The  Bonds shall  be subject  to redemption  by the
               Pollution  Control  Corporation,  at  the  direction of  the
               Company, on any date on or after October 1, 2007 in whole at
               any time  or in part  from time to  time, at the  applicable
               redemption  price (expressed  as a  percentage of  principal
               amount)  set  forth  below,  plus accrued  interest  to  the
               redemption date:

                    Redemption Period                       Redemption
						             Price
                     -----------------                       ---------------
               October 1, 2007 through September 30, 2008             102%
               October 1, 2008 through September 30, 2009             101%
               October 1, 2009 and thereafter                         100%

                    (b)   The Bonds shall  be subject to  redemption by the
               Pollution  Control Corporation,  at  the  direction  of  the
               Company, in  whole  at  any  time at  the  principal  amount
               thereof plus accrued interest to the redemption date, if:

                         (i)  the Company  shall have  determined that  the
                    continued  operation  of  the  Plant  is impracticable,
                    uneconomical or undesirable for any reason;

                         (ii)  the Company shall  have determined  that the
                    continued operation of the Facilities is impracticable,
                    uneconomical or  undesirable due to  (A) the imposition
                    of taxes, other than  ad valorem taxes currently levied
                    upon privately owned property used for the same general
                    purpose  as  the Facilities,  or  other  liabilities or
                    burdens  with respect  to the  Facilities  or operation
                    thereof,  (B) changes  in technology,  in environmental
                    standards  or legal  requirements  or  in the  economic
                    availability of materials, supplies, equipment or labor
                    or (C) destruction  of or damage to all or  part of the
                    Facilities;

                         (iii) all or substantially  all of the  Facilities
                    or  the Plant  shall have  been condemned  or taken  by
                    eminent domain; or

                         (iv) the operation of  the Facilities or the Plant
                    shall have  been enjoined or shall  have otherwise been
                    prohibited  by,  or  shall  conflict with,  any  order,
                    decree,  rule or  regulation  of any  court  or of  any
                    federal, state or local regulatory body, administrative
                    agency or other governmental body.

                    (c)  The Bonds shall be subject to mandatory redemption
               by the  Pollution  Control  Corporation,  at  the  principal
               amount thereof plus accrued interest to the redemption date,
               on the 180th day (or such  earlier date as may be designated
               by  the Company) after a  final determination by  a court of
               competent jurisdiction  or an administrative agency,  to the
               effect  that, as  a result  of a failure  by the  Company to
               perform or observe any covenant, agreement or representation
               contained in the Loan Agreement, the interest payable on the
               Bonds  is included for  federal income  tax purposes  in the
               gross  income of the owners thereof, other than any owner of
               a Bond  who is a "substantial  user" of the  Facilities or a
               "related person" within the meaning of Section 103(b)(13) of
               the Internal Revenue  Code of  1954, as  amended (the  "1954
               Code").   No  determination by  any court  or administrative
               agency  shall be considered  final for the  purposes of this
               paragraph  (c)  unless the  Company  shall  have been  given
               timely  notice  of the  proceeding  which  resulted in  such
               determination  and an  opportunity  to participate  in  such
               proceeding, either  directly or through an owner  of a Bond,
               and until the conclusion  of any appellate review sought  by
               any party to such  proceeding or the expiration of  the time
               for seeking such review. The Bonds  shall be redeemed either
               in  whole or  in  part in  such  principal amount  that  the
               interest payable  on the  Bonds remaining  outstanding after
               such redemption would not be included in the gross income of
               any owner  thereof, other than an  owner of a Bond  who is a
               "substantial user"  of the Facilities or  a "related person"
               within the meaning of Section 103(b)(13) of the 1954 Code.

               If less than all of the Bonds at the time outstanding are to
          be called for  redemption, the  particular Bonds  or portions  of
          Bonds to be redeemed  shall be selected  by the Trustee, in  such
          manner as the Trustee in  its discretion may deem proper,  in the
          principal amounts  designated to  the Trustee  by the Company  or
          otherwise as required by the Indenture.

               In the event any of the Bonds are called for redemption, the
          Trustee shall give notice,  in the name of the  Pollution Control
          Corporation,  of the redemption of such Bonds.  Such notice shall
          be   given  by  mailing  a  copy  of  the  redemption  notice  by
          first-class  mail at  least thirty  (30) days  prior to  the date
          fixed for redemption to the Registered Owners of the  Bonds to be
          redeemed  at  the  addresses  shown on  the  registration  books;
          provided,  however, that  failure  duly to  give  such notice  by
          mailing,  or any defect therein, shall not affect the validity of
          any proceedings for the redemption of the Bonds as to which there
          shall be no such failure or defect.

               With  respect  to  any  notice  of redemption  of  Bonds  in
          accordance  with the  redemption provisions  lettered (a)  or (b)
          above, unless, upon the  giving of such notice, such  Bonds shall
          be deemed to have been paid within  the meaning of the Indenture,
          such  notice   shall  state   that  such  redemption,   shall  be
          conditional upon the  receipt, by the Trustee on  or prior to the
          opening  of business  on the  date fixed  for such  redemption of
          moneys  sufficient to pay the  principal of and  premium, if any,
          and  interest on  such Bonds  to be  redeemed, and  that if  such
          moneys shall not have been so received said notice shall be of no
          force and effect and the Pollution Control Corporation  shall not
          be required to redeem  such Bonds. In the event  that such notice
          of redemption contains such  a condition and such moneys  are not
          so received, the  redemption shall  not be made  and the  Trustee
          shall  within a reasonable  time thereafter  give notice,  in the
          manner in which  the notice  of redemption was  given, that  such
          moneys were not so received.

               If  a notice of redemption shall be unconditional, or if the
          conditions of a conditional notice of redemption shall  have been
          satisfied,  then  upon presentation  and  surrender  of Bonds  so
          called for redemption  at the  place or places  of payment,  such
          Bonds shall be redeemed.

               Any  Bonds  and  portions  of  Bonds  which  have  been duly
          selected  for redemption  shall  cease to  bear  interest on  the
          specified redemption date provided  that moneys sufficient to pay
          the principal of,  premium, if  any, and interest  on such  Bonds
          shall  be  on deposit  with the  Trustee  on the  date  fixed for
          redemption  so that  such  Bonds will  be deemed  to  be paid  in
          accordance  with the  Indenture and  such Bonds  shall thereafter
          cease to  be entitled to any lien,  benefit or security under the
          Indenture.

               The Registered Owner  of this  Bond shall have  no right  to
          enforce the provisions  of the Indenture, or  to institute action
          to  enforce the  covenants therein,  or to  take any  action with
          respect  to any  default  under the  Indenture, or  to institute,
          appear in or  defend any  suit or other  proceeding with  respect
          thereto, except as provided in the Indenture.

               With certain exceptions as  provided therein, the  Indenture
          and the  Loan Agreement may be modified  or amended only with the
          consent  of the  Registered  Owners of  a  majority in  aggregate
          principal  amount of  all Bonds  outstanding under  the Indenture
          which would be adversely affected thereby.

               Reference is  hereby  made to  the  Indenture and  the  Loan
          Agreement, copies of which are on file with the Trustee, for  the
          provisions, among others,  with respect to the  nature and extent
          of  the rights, duties  and obligations of  the Pollution Control
          Corporation, the  Company, the Trustee and  the Registered Owners
          of  the  Bonds.    The Registered  Owner  of  this  Bond,  by the
          acceptance  hereof, is deemed to have agreed and consented to the
          terms and provisions of the Indenture and the Loan Agreement.

               Among other things, as provided in the Indenture and subject
          to certain  limitations  therein  set forth,  this  Bond  or  any
          portion of the  principal amount  hereof will be  deemed to  have
          been paid within the meaning and with the effect expressed in the
          Indenture, and  the entire indebtedness of  the Pollution Control
          Corporation in respect thereof shall be satisfied and discharged,
          if  there has  been irrevocably  deposited with  the Trustee,  in
          trust,  money  in  an  amount  which will  be  sufficient  and/or
          Government  Obligations  (as  defined   in  the  Indenture),  the
          principal of and interest  on which, when due, without  regard to
          any  reinvestment thereof,  will provide  moneys which,  together
          with  moneys deposited  with  or held  by  the Trustee,  will  be
          sufficient, to pay when due the principal of and premium, if any,
          and interest on this Bond or such portion of the principal amount
          hereof when due.

               Among other  things,  the  Loan  Agreement  contains  terms,
          provisions and conditions relating to the consolidation or merger
          of  the Company  with or into,  and the  sale, transfer  or other
          disposition  of assets to, another Person (as defined in the Loan
          Agreement), to  the assumption by  such other Person,  in certain
          circumstances, of all of the obligations of the Company under the
          Loan Agreement and to  the release and discharge of  the Company,
          in certain circumstances, from such obligations.

               The   Pollution  Control   Corporation,  the   Trustee,  the
          Registrar,  the Paying Agent and any co-paying agent may deem and
          treat the  person in whose  name this  Bond is registered  as the
          absolute  owner hereof for all purposes, whether or not this Bond
          is overdue,  and neither  the Pollution Control  Corporation, the
          Trustee,  the  Paying  Agent  nor any  co-paying  agent  shall be
          affected by any notice to the contrary.

               It is hereby certified, recited  and declared that all acts,
          conditions and things  required by the  Constitution and laws  of
          the State of Arizona to exist,  to have happened and to have been
          performed,  precedent to and in the execution and delivery of the
          Indenture  and the issuance of this Bond, do exist, have happened
          and have  been performed in regular  and due form as  required by
          law.

               No  covenant or  agreement  contained in  this  Bond or  the
          Indenture shall be  deemed to be a  covenant or agreement  of any
          official,  officer, agent  or employee  of the  Pollution Control
          Corporation in  his individual capacity, and  neither the members
          of the Board  of Directors of the Pollution  Control Corporation,
          nor any official  executing this Bond, shall be liable personally
          on  this  Bond  or  be  subject  to  any  personal  liability  or
          accountability by reason of the issuance or sale of this Bond.

               This  Bond shall  not be  entitled to  any right  or benefit
          under the Indenture,  or be  valid or become  obligatory for  any
          purpose, until this  Bond shall  have been  authenticated by  the
          execution by the  Trustee, or  its successor as  Trustee, of  the
          certificate of authentication inscribed hereon.

                IN  WITNESS  WHEREOF,  Coconino County,  Arizona  Pollution
          Control  Corporation has caused this Bond to be executed with the
          manual or facsimile signature of its President or Vice  President
          and  attested  with  the manual  or  facsimile  signature  of its
          Secretary or Assistant Secretary.



                                             COCONINO COUNTY, ARIZONA
                                             POLLUTION CONTROL CORPORATION


          By_____________________________
                                                                President

          ATTEST:

          ______________________________
                    Secretary

   <PAGE> 


                                                                  EXHIBIT B


                     (FORM FOR ORDINARY REGISTRATION OF TRANSFER)

                       COMPLETE AND SIGN THIS FORM FOR ORDINARY
                               REGISTRATION OF TRANSFER


          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s) unto

          Please  Insert Social  Security  Or Other  Identifying Number  of
          Assignee

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

          -----------------------------------------------------------------
          Please print or typewrite  name and address including postal  zip
          code of assignee

          -----------------------------------------------------------------
          this  bond   and  all   rights  thereunder,  hereby   irrevocably
          constituting and appointing
                                             attorney   to  register   such
          transfer on the registration books in the principal office of the
          Registrar, with full power of substitution in the premises.

          Dated:----------    --------------------------------------------
                              NOTE:   The signature on this assignment must
                              correspond  with the name  as written  on the
                              face   of  this  Bond  in  every  particular,
                              without alteration, enlargement or any change
                              whatsoever.

   <PAGE> 


                                                                  EXHIBIT C

                  (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)

                         CERTIFICATE OF AUTHENTICATION

                    This is to  certify that this Bond is  one of the Bonds
               described in the within-mentioned Indenture.


                              FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
                                   as Trustee


          By_____________________________________________
                          Authorized Officer


          Date of Authentication:______________________