Exhibit 4(c)






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                            AEP TEXAS CENTRAL COMPANY

                                       TO

                                 BANK ONE, N.A.

                                   AS TRUSTEE







                          SECOND SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 1, 2003







                                  $275,000,000

                      6.65% SENIOR NOTES, SERIES B DUE 2033

                      6.65% SENIOR NOTES, SERIES E DUE 2033






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                               TABLE OF CONTENTS*

                                                                           PAGE


ARTICLE I Additional Definitions...............................................2

         SECTION 1.01.   Definitions...........................................2

ARTICLE II 2033 Notes..........................................................4

         SECTION 2.01.   Establishment.........................................4
         SECTION 2.02.   Aggregate Principal Amount............................4
         SECTION 2.03.   Maturity and Interest.................................4
         SECTION 2.04.   Optional Redemption...................................5
         SECTION 2.05.   Limitation on Secured Debt............................6
         SECTION 2.06.   Global Securities and Certificated
                         Securities............................................7
         SECTION 2.07.   Form of Securities....................................9
         SECTION 2.08.   Transfer and Exchange.................................9

ARTICLE III Miscellaneous Provisions..........................................13

         SECTION 3.01.   Recitals by Company..................................13
         SECTION 3.02.   Ratification and Incorporation of
                         Original Indenture...................................13
         SECTION 3.03.   Executed in Counterparts.............................14
         SECTION 3.04.   Legends..............................................14
         SECTION 3.05.   Applicability of Section 4.05 and Article
                         Ten of Original Indenture............................14

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*   This Table of Contents does not constitute part of the Indenture or
    have any bearing upon the interpretation of any of its terms and provisions.
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       THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 1st day of February,
2003, between AEP TEXAS CENTRAL COMPANY, a corporation duly organized and
existing under the laws of the state of Texas (herein called the "Company"),
having its principal office at 1 Riverside Plaza, Columbus, Ohio 43215 and Bank
One, N.A., a national banking association, duly organized and existing under the
laws of the United States, having its principal corporate trust office at 1111
Polaris Parkway, Columbus, Ohio 43240, as Trustee (herein called the "Trustee").

                              W I T N E S S E T H:

       WHEREAS, the Company has heretofore entered into an Indenture, dated as
of February 1, 2003 (the "Original Indenture"), with the Trustee;

       WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as supplemented by this Second Supplemental
Indenture and by a First Supplemental Indenture (the "First Supplemental
Indenture"), a Third Supplemental Indenture (the "Third Supplemental Indenture")
and a Fourth Supplemental Indenture (the "Fourth Supplemental Indenture"), all
dated as of the date hereof, is herein called the "Indenture";

       WHEREAS, under the Original Indenture, a new series of unsecured notes
(the "Senior Notes") may at any time be established by the Board of Directors of
the Company in accordance with the provisions of the Original Indenture and the
terms of such series may be described by a supplemental indenture executed by
the Company and the Trustee;

       WHEREAS, the Company proposes to create under the Indenture a series of
Senior Notes to be designated the "6.65% Senior Notes, Series B due 2033" (the
"Series B Notes") and a series of Senior Notes to be designated the "6.65%
Senior Notes, Series E due 2033" (the "Series E Notes"; and together with the
Series B Notes the "2033 Notes"), the form and substance of the 2033 Notes and
the terms, provisions and conditions thereof to be set forth as provided in the
Original Indenture and this Second Supplemental Indenture;

       WHEREAS, concurrently with the issuance of the Series B Notes, the
Company proposes to create under the Indenture a series of Senior Notes to be
designated the "5.50% Senior Notes, Series A due 2013" (the "Series A Notes")
and a series of Senior Notes to be designated the "5.50% Senior Notes, Series D
due 2013" (the "Series D Notes" and, together with the Series A Notes, the "2013
Notes"); a series of Senior Notes to be designated the "3.00% Senior Notes,
Series C due 2005" (the "Series C Notes") and a series of Senior Notes to be
designated the "3.00% Senior Notes, Series F due 2005" (the "Series F Notes"
and, together with the Series C Notes, the "2005 Notes"); a series of Senior
Notes to be designated the "Floating Rate Notes, Series A due 2005" (the
"Floating Rate Series A Notes") and a series of Senior Notes to be designated
the "Floating Rate Notes, Series B due 2005" (the "Floating Rate Series B Notes"
and, together with the Floating Rate Series A Notes, the "Floating Rate Notes"
and, the Floating Rate Notes, together with the 2013 Notes and the 2005 Notes,
the "Additional Notes"), the form and substance of the Additional Notes and the
terms, provisions and conditions thereof to be set forth as provided in the
Original Indenture, the First Supplemental Indenture, the Third Supplemental
Indenture and the Fourth Supplemental Indenture;


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       WHEREAS, additional Senior Notes of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and

       WHEREAS, all conditions necessary to authorize the execution and delivery
of this Second Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.

       NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I

                             ADDITIONAL DEFINITIONS

              SECTION 1.01. DEFINITIONS.

              The following defined terms used herein shall, unless the context
otherwise requires, have the meanings specified below. Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Original Indenture.

       "Clearstream" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.

       "Distribution Compliance Period," with respect to the 2033 Notes, means
the period of 40 consecutive days beginning on and including the later of (i)
the day on which such 2033 Notes are first offered to Persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the Original Issue Date.

       "DTC" means The Depository Trust Company, the initial Clearing Agency.

       "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System or any successor securities clearing agency.

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

       "Exchange Offer Registration Statement" shall have the meaning assigned
to it in the Registration Rights Agreement.

       "Generation-Related Business" has the meaning set forth in Section
3.05(a).

       "Global Securities" means global certificates representing the 2033 Notes
as described in Section 204.

       "Holder" means a registered holder of a 2033 Note.

       "Institutional Accredited Investor" has the meaning set forth in Section
2.04(a) hereof.

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       "Original Issue Date" means February 18, 2003.

       "Owner" means each Person who is the beneficial owner of a Global
Security as reflected in the records of the Depository or, if a Depository
participant is not the Owner, then as reflected in the records of a Person
maintaining an account with such Depository (directly or indirectly, in
accordance with the rules of such Depository).

       "Permanent Regulation S Global Security" has the meaning set forth in
Section 2.04(b).

       "QIBs" means qualified institutional buyers as defined in Rule 144A.

       "Registered Exchange Offer" shall have the meaning assigned to Exchange
Offer in the Registration Rights Agreement

       "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of February 1, 2003 among the Company and the Initial Purchasers named
therein, relating to the registration of the 2013 Notes and the 2033 Notes under
the Securities Act.

       "Regulation S" means Regulation S under the Securities Act and any
successor regulation thereto.

       "Rule 144" means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Securities and Exchange Commission.

       "Rule 144A" means Rule 144A under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Securities and Exchange Commission.

       "Rule 144A Global Security" means any Series B Note that is to be traded
pursuant to Rule 144A.

       "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

       "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor Person thereto and
shall initially be the Trustee.

       "Shelf Registration Statement" shall have the meaning assigned to it in
the Registration Rights Agreement.

       "Special Interest Premium" shall have the meaning assigned to it in the
Registration Rights Agreement.

       "Stated Maturity" means February 15, 2033.

       "Subsidiary" means any corporation or other entity of which sufficient
voting stock or other ownership or economic interests having ordinary voting
power to elect a majority of the

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board of directors (or equivalent body) are at the time directly or
indirectly held by the Company.

       "Temporary Regulation S Global Security" has the meaning set forth in
Section 2.04(b).

       "Transfer Restricted Security" shall have the meaning assigned to
Registrable Note in the Registration Rights Agreement.

                                   ARTICLE II

                                   2033 NOTES

              SECTION 2.01. ESTABLISHMENT.

              The Series B Notes shall be designated as the Company's "6.65%
Senior Notes, Series B due 2033" and the Series E Notes shall be designated as
the Company's "6.65% Senior Notes, Series E due 2033". The Series B Notes and
the Series E Notes shall be treated for all purposes under the Indenture as a
single class or series of Senior Notes.

              SECTION 2.02. AGGREGATE PRINCIPAL AMOUNT.

              The Trustee shall authenticate and deliver (i) Series B Notes for
original issue on the Original Issue Date in the aggregate principal amount of
$275,000,000 and (ii) Series E Notes from time to time thereafter for issue only
in exchange for Series B Notes pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement or pursuant to
the Shelf Registration Statement in accordance with the Registration Rights
Agreement, in each case upon a Company Order for authentication and delivery
thereof and satisfaction of Section 2.01 of the Original Indenture. The
aggregate principal amount of the 2033 Notes shall be initially limited to
$275,000,000 and shall be subject to Periodic Offerings pursuant to Article Two
of the Original Indenture. All 2033 Notes need not be issued at the same time
and such series may be reopened at any time, without the consent of any Holder,
for issuances of additional 2033 Notes. Any such additional 2033 Notes will have
the same interest rate, maturity and other terms as those initially issued. The
Series B Notes shall be issued in definitive fully registered form.

              SECTION 2.03. MATURITY AND INTEREST.

                  (i)      The 2033 Notes shall mature on, and the date on which
              the principal of the 2033 Notes shall be payable (unless earlier
              redeemed) shall be, February 15, 2033;

                  (ii)   the interest rate at which the 2033 Notes shall bear
              interest shall be 6.65% per annum; provided, however, that the
              Special Interest Premium shall accrue on the 2033 Notes under
              certain circumstances as provided in clause (iii) below; interest
              shall accrue from the date of authentication of the 2033 Notes;
              the Interest Payment Dates on which such interest will be payable
              shall be February 15 and August 15, and the Regular Record Date
              for the determination of holders to whom interest is payable on
              any such Interest Payment Date shall be the

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              January 31 or July 31 preceding the relevant Interest Payment
              Date; provided that the first Interest Payment Date shall be
              August 15, 2003 and interest payable on the Stated Maturity or any
              redemption date shall be paid to the Person to whom principal
              shall be paid; each payment of interest shall include interest
              accrued through the day before the Interest Payment Date;

                     (iii)  Special Interest Premium shall accrue on the
              Transfer Restricted Securities over and above the interest rate
              set forth herein in accordance with Section 2(e) of the
              Registration Rights Agreement.

              SECTION 2.04. OPTIONAL REDEMPTION.

              The 2033 Notes shall be redeemable at the option of the Company,
in whole at any time or in part from time to time, upon not less than thirty but
not more than sixty days' previous notice given by mail to the registered owners
of the Notes at a redemption price equal to the greater of (i) 100% of the
principal amount of the 2033 Notes being redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
the 2033 Notes being redeemed (excluding the portion of any such interest
accrued to the date of redemption) discounted (for purposes of determining
present value) to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 30 basis points, plus, accrued interest thereon to the date of redemption.

                     "Treasury Rate" means, with respect to any redemption date,
              the rate per annum equal to the semi-annual equivalent yield to
              maturity of the Comparable Treasury Issue, assuming a price for
              the Comparable Treasury Issue (expressed as a percentage of its
              principal amount) equal to the Comparable Treasury Price for such
              redemption date.

                     "Comparable Treasury Issue" means the United States
              Treasury security selected by an Independent Investment Banker as
              having a maturity comparable to the remaining term of the 2033
              Notes that would be utilized, at the time of selection and in
              accordance with customary financial practice, in pricing new
              issues of corporate debt securities of comparable maturity to the
              remaining term of the 2033 Notes.

                     "Comparable Treasury Price" means, with respect to any
              redemption date, (i) the average of the bid and asked prices for
              the Comparable Treasury Issue (expressed in each case as a
              percentage of its principal amount) on the third Business Day
              preceding such redemption date, as set forth in the daily
              statistical release (or any successor release) published by the
              Federal Reserve Bank of New York and designated "Composite 3:30
              p.m. Quotations for U. S. Government Securities" or (ii) if such
              release (or any successor release) is not published or does not
              contain such prices on such third Business Day, the Reference
              Treasury Dealer Quotation for such redemption date.

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                     "Independent Investment Banker" means one of the Reference
              Treasury Dealers appointed by the Company and reasonably
              acceptable to the Trustee.

                     "Reference Treasury Dealer" means a primary U.S. government
              securities dealer selected by the Company and reasonably
              acceptable to the Trustee.

                     "Reference Treasury Dealer Quotation" means, with respect
              to the Reference Treasury Dealer and any redemption date, the
              average, as determined by the Trustee, of the bid and asked prices
              for the Comparable Treasury Issue (expressed in each case as a
              percentage of its principal amount) quoted in writing to the
              Trustee by such Reference Treasury Dealer at or before 5:00 p.m.,
              New York City time, on the third Business Day preceding such
              redemption date.

              SECTION 2.05. LIMITATION ON SECURED DEBT.

              So long as any of the 2033 Notes are outstanding, the Company
shall not create or suffer to be created or to exist or permit any of its
Subsidiaries to create or suffer to be created or to exist any additional
mortgage, pledge, security interest, or other lien (collectively "Liens") on any
utility properties or tangible assets now owned or hereafter acquired by the
Company or its Subsidiaries to secure any indebtedness for borrowed money
("Secured Debt"), without providing that such 2033 Notes will be similarly
secured. Further, this restriction on Secured Debt does not apply to the
Company's existing first mortgage bonds that have previously been issued under
its mortgage indenture or any indenture supplemental thereto; provided that this
restriction will apply to future issuances thereunder (other than issuances of
refunding first mortgage bonds). In addition, this restriction does not prevent
the creation or existence of:

              o      Liens on property existing at the time of acquisition or
                     construction of such property (or created within one year
                     after completion of such acquisition or construction),
                     whether by purchase, merger, construction or otherwise, or
                     to secure the payment of all or any part of the purchase
                     price or construction cost thereof, including the extension
                     of any Liens to repairs, renewals, replacements,
                     substitutions, betterments, additions, extensions and
                     improvements then or thereafter made on the property
                     subject thereto;

              o      Financing of the Company's accounts receivable for electric
                     service;

              o      Any extensions, renewals or replacements (or successive
                     extensions, renewals or replacements), in whole or in part,
                     of Liens permitted by the foregoing clauses; and

              o      The pledge of any bonds or other securities at any time
                     issued under any of the Secured Debt permitted by the above
                     clauses.

       In addition to the permitted issuances above, Secured Debt not otherwise
so permitted may be issued in an amount that does not exceed 15% of Net Tangible
Assets as defined below.

       "Net Tangible Assets" means the total of all assets (including
revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the

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Company's balance sheet, net of applicable reserves and deductions, but
excluding goodwill, trade names, trademarks, patents, unamortized debt discount,
energy trading contracts, regulatory assets, deferred charges and all other like
intangible assets (which term shall not be construed to include such
revaluations), less the aggregate of the Company's current liabilities appearing
on such balance sheet.

       This restriction also will not apply to or prevent the creation or
existence of leases (operating orcapital) made, or existing on property
acquired, in the ordinary course of business.

              SECTION 2.06. GLOBAL SECURITIES AND CERTIFICATED SECURITIES.

              (a)    GENERAL. The Series B Notes will be resold initially only
to (i) QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A"),
(ii) institutional "accredited investors" as such term is defined in rule
501(a)(1), (2),(3) and (7) of Regulation D under the Securities Act (each, an
"Institutional Accredited Investor") and (iii) Persons other than U.S. Persons
(as defined in Regulation S) in reliance on Regulation S under the Securities
Act ("Regulation S"). Series B Notes may thereafter be transferred to, among
others, QIBs, purchasers in reliance on Regulation S, and Institutional
Accredited Investors in each case, subject to the restrictions on transfer set
forth herein.

              (b)    GLOBAL SECURITIES.

                     (i)    FORM. Series B Notes initially resold pursuant to
              Rule 144A shall be issued initially in the form of ---- one or
              more permanent Global Securities in definitive, fully registered
              form (collectively, the "Rule 144A Global Security") and Series B
              Notes initially resold pursuant to Regulation S and shall be
              issued initially in the form of one or more temporary global
              securities in definitive, fully registered form (collectively, the
              "Temporary Regulation S Global Security"), in each case without
              interest coupons and with the global securities legend and
              restricted securities legend set forth in Exhibit A hereto, which
              shall be deposited on behalf of the purchasers of the Series B
              Notes represented thereby with the Securities Custodian, and
              registered in the name of the Depository or a nominee of the
              Depository, duly executed by the Company and authenticated by the
              Trustee as provided in the Indenture. Except as set forth in this
              Section 2.06, beneficial ownership interests in the Temporary
              Regulation S Global Security (x) will not be exchangeable for
              interests in the Rule 144A Global Security, the permanent global
              security (the "Permanent Regulation S Global Security"), or any
              other security without a legend containing restrictions on
              transfer of such security prior to the expiration of the
              Distribution Compliance Period and (y) then may be exchanged for
              interests in a Rule 144A Global Security or the Permanent
              Regulation S Global Security only upon certification that
              beneficial ownership interests in such Temporary Regulation S
              Global Security are owned either by non-U.S. persons or U.S.
              persons who purchased such interests in a transaction that did not
              require registration under the Securities Act.

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              The Rule 144A Global Security, the Temporary Regulation S Global
       Security and the Permanent Regulation S Global Security are collectively
       referred to herein as "Global Securities". The aggregate principal amount
       of the Global Securities may from time to time be increased or decreased
       by adjustments made on the records of the Trustee and the Depository or
       its nominee as hereinafter provided.

                     (ii)   BOOK-ENTRY PROVISIONS. This Section shall apply only
              to a Global Security deposited with or on behalf of the
              Depository. The Company shall execute and the Trustee shall, in
              accordance with this Section 2.06(b)(ii), authenticate and deliver
              initially one or more Global Securities that (a) shall be
              registered in the name of the Depository for such Global Security
              or Global Securities or the nominee of such Depository and (b)
              shall be delivered by the Trustee to such Depository or pursuant
              to such Depository's instructions or held by the Trustee as
              custodian for the Depository.

              Members of, or participants in, the Depository ("Agent Members")
       shall have no rights under this Indenture with respect to any Global
       Security held on their behalf by the Depository or by the Trustee as the
       custodian of the Depository or under such Global Security, and the
       Company, the Trustee and any agent of the Company or the Trustee shall be
       entitled to treat the Depository as the absolute owner of such Global
       Security for all purposes whatsoever. Notwithstanding the foregoing,
       nothing herein shall prevent the Company, the Trustee or any agent of the
       Company or the Trustee from giving effect to any written certification,
       proxy or other authorization furnished by the Depository or impair, as
       between the Depository and its Agent Members, the operation of customary
       practices of such Depository governing the exercise of the rights of a
       holder of a beneficial interest in any Global Security.

              To the extent a notice or other communication to the beneficial
       owners of the 2033 Notes is required under the Indenture, unless and
       until Certificated Securities shall have been issued to such owners, the
       Trustee shall give all such notices and communications specified herein
       to be given to such owners to the Depository, and shall have no
       obligations to such Owners.

              (c) CERTIFICATED SECURITIES. Series B Notes sold to Institutional
       Accredited Investors shall be issued initially in the form of a fully
       registered, certificated Series B Note ("Certificated Securities").
       Except as provided in this Section 2.06, owners of beneficial interests
       in Global Securities shall not be entitled to receive physical delivery
       of Certificated Securities.

              Global Securities shall be exchangeable for Certificated
Securities if (i) the Depository (x) notifies the Company that it is unwilling
or unable to continue as Depository for the Global Securities or (y) shall no
longer be registered or in good standing under the Exchange Act, or other
applicable statute or regulation, and a successor Depository for the Global
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition. Upon surrender to the
Trustee of the typewritten certificate or certificates representing the Global
Securities by the Depository, accompanied by registration instructions, the
Trustee shall execute and authenticate the certificates in accordance with the

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instructions of the Depository. Neither the Security Registrar nor the Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Certificated Securities, the Trustee shall recognize the
Holders of the Certificated Securities as Holders. The Certificated Securities
shall be printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Company, as evidenced by the execution
thereof by the Company, and shall bear the legend set forth on Exhibit A hereto
unless the Company informs the Trustee that such legend is no longer required.

              SECTION 2.07. FORM OF SECURITIES.

              The Global Securities and Certificated Securities shall be
substantially in the form attached as Exhibit A thereto.

              SECTION 2.08. TRANSFER AND EXCHANGE.

              (a) GENERAL. The 2033 Notes may not be transferred except in
compliance with the legend contained in Exhibit A unless otherwise determined by
the Company in accordance with applicable law. No service charge will be made
for any transfer or exchange of 2033 Notes, but payment will be required of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.

              (b) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.

                     (i)    If a holder of a beneficial interest in the Rule
              144A Global Security wishes at any time to exchange its interest
              in the Rule 144A Global Security for an interest in the Permanent
              Regulation S Global Security, or to transfer its interest in the
              Rule 144A Global Security to a person who wishes to take delivery
              thereof in the form of an interest in the Permanent Regulation S
              Global Security, such holder may, subject to the rules and
              procedures of the Depository and to the requirements set forth in
              the following sentence, exchange or cause the exchange or transfer
              or cause the transfer of such interest for an equivalent
              beneficial interest in the Permanent Regulation S Global Security.
              Upon receipt by the Trustee, as transfer agent, of (1)
              instructions given in accordance with the Depository's procedures
              from or on behalf of a holder of a beneficial interest in the Rule
              144A Global Security, directing the Trustee, as transfer agent, to
              credit or cause to be credited a beneficial interest in the
              Permanent Regulation S Global Security in an amount equal to the
              beneficial interest in the Rule 144A Global Security to be
              exchanged or transferred, (2) a written order given in accordance
              with the Depository's procedures containing information regarding
              the Euroclear or Clearstream account to be credited with such
              increase and the name of such account, and (3) a certificate in
              the form of Exhibit C hereto given by the holder of such
              beneficial interest stating that the exchange or transfer of such
              interest has been made pursuant to and in accordance with Rule 903
              or Rule 904 of Regulation S under the Securities Act, the Trustee,
              as transfer agent, shall promptly deliver appropriate instructions
              to the Depository, its nominee, or the custodian for the
              Depository, as the case may be, to reduce or reflect on its

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              records a reduction of the Rule 144A Global Security by the
              aggregate principal amount of the beneficial interest in such Rule
              144A Global Security to be so exchanged or transferred from the
              relevant participant, and the Trustee, as transfer agent, shall
              promptly deliver appropriate instructions to the Depository, its
              nominee, or the custodian for the Depository, as the case may be,
              concurrently with such reduction, to increase or reflect on its
              records an increase of the principal amount of such Permanent
              Regulation S Global Security by the aggregate principal amount of
              the beneficial interest in such Rule 144A Global Security to be so
              exchanged or transferred, and to credit or cause to be credited to
              the account of the person specified in such instructions (who may
              be Euroclear or Clearstream or another agent member of Euroclear
              or Clearstream or both, as the case may be, acting for and on
              behalf of them) a beneficial interest in such Permanent Regulation
              S Global Security equal to the reduction in the principal amount
              of such Rule 144A Global Security.

                     (ii)   If a holder of a beneficial interest in the
              Permanent Regulation S Global Security wishes at any time to
              exchange its interest in the Permanent Regulation S Global
              Security for an interest in the Rule 144A Global Security, or to
              transfer its interest in the Permanent Regulation S Global
              Security to a person who wishes to take delivery thereof in the
              form of an interest in the Rule 144A Global Security, such holder
              may, subject to the rules and procedures of Euroclear or
              Clearstream and the Depository, as the case may be, and to the
              requirements set forth in the following sentence, exchange or
              cause the exchange or transfer or cause the transfer of such
              interest for an equivalent beneficial interest in such Rule 144A
              Global Security. Upon receipt by the Trustee, as transfer agent,
              of (1) instructions given in accordance with the procedures of
              Euroclear or Clearstream and the Depository, as the case may be,
              from or on behalf of a beneficial owner of an interest in the
              Permanent Regulation S Global Security directing the Trustee, as
              transfer agent, to credit or cause to be credited a beneficial
              interest in the Rule 144A Global Security in an amount equal to
              the beneficial interest in the Permanent Regulation S Global
              Security to be exchanged or transferred, (2) a written order given
              in accordance with the procedures of Euroclear or Clearstream and
              the Depository, as the case may be, containing information
              regarding the account with the Depository to be credited with such
              increase and the name of such account, and (3) prior to the
              expiration of the Distribution Compliance Period, a certificate in
              the form of Exhibit C hereto given by the holder of such
              beneficial interest and stating that the person transferring such
              interest in such Permanent Regulation S Global Security reasonably
              believes that the person acquiring such interest in the Rule 144A
              Global Security is a QIB and is obtaining such beneficial interest
              for its own account or the account of a QIB in a transaction
              meeting the requirements of Rule 144A and any applicable
              securities laws of any state of the United States or any other
              jurisdiction, the Trustee, as transfer agent, shall promptly
              deliver appropriate instructions to the Depository, its nominee,
              or the custodian for the Depository, as the case may be, to reduce
              or reflect on its records a reduction of the Permanent Regulation
              S Global Security by the aggregate principal amount of the
              beneficial interest in such Permanent Regulation S Global Security
              to be exchanged or transferred, and the Trustee, as

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              transfer agent, shall promptly deliver appropriate instructions to
              the Depository, its nominee, or the custodian for the Depository,
              as the case may be, concurrently with such reduction, to increase
              or reflect on its records an increase of the principal amount of
              the Rule 144A Global Security by the aggregate principal amount of
              the beneficial interest in the Permanent Regulation S Global
              Security to be so exchanged or transferred, and to credit or cause
              to be credited to the account of the person specified in such
              instructions a beneficial interest in the Rule 144A Global
              Security equal to the reduction in the principal amount of the
              Permanent Regulation S Global Security. After the expiration of
              the Distribution Compliance Period, the certification requirement
              set forth in clause (3) of the second sentence of this Section
              2.08(b)(ii) will no longer apply to such exchanges and transfers.

                     (iii)  Any beneficial interest in one of the Global
              Securities that is transferred to a person who takes delivery in
              the form of an interest in the other Global Securities will, upon
              transfer, cease to be an interest in such Global Security and
              become an interest in the other Global Securities and,
              accordingly, will thereafter be subject to all transfer
              restrictions and other procedures applicable to beneficial
              interests in such other Global Security Note for as long as it
              remains such an interest.

                     (iv)   Beneficial interests in Temporary Regulation S
              Global Securities may be exchanged for interests in Rule 144A
              Global Securities or Permanent Regulation S Global Securities if
              (1) such exchange occurs in connection with a transfer of
              securities in compliance with Rule 144A, and (2) the transferor of
              the beneficial interest in the Temporary Regulation S Global
              Security first delivers to the Trustee a written certificate (in a
              form satisfactory to the Trustee) to the effect that the
              beneficial interest in the Temporary Regulation S Global Security
              is being transferred to a Person (a) who the transferor reasonably
              believes to be a QIB (b) purchasing for its own account or the
              account of a QIB in a transaction meeting the requirements of Rule
              144A, and (c) in accordance with all applicable securities laws of
              the states of the United States and other jurisdictions.

                     (v)    During the Distribution Compliance Period,
              beneficial ownership interests in Temporary Regulation S Global
              Securities may only be sold, pledged or transferred through
              Euroclear or Clearstream in accordance with the applicable
              procedures relating to such institutions and only (i) to the
              Company, (ii) so long as such security is eligible for resale
              pursuant to Rule 144A, to a Person whom the selling holder
              reasonably believes is a QIB that purchases for its own account or
              for the account of a QIB in a transaction meeting the requirements
              of Rule 144A, (iii) in an offshore transaction in accordance with
              Regulation S (other than a transaction resulting in an exchange
              for interest in a Permanent Regulation S Global Security), (iv)
              pursuant to an exemption from registration under the Securities
              Act provided by Rule 144 (if applicable) under the Securities Act
              or (v) pursuant to an effective registration statement under the
              Securities Act, in each case in accordance with any applicable
              securities laws of any state of the United States.

                                       11


<PAGE>

              (c) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES AND
                  CERTIFICATED SECURITIES.

                     (i)    In the event that a Global Security is exchanged for
              a Certificated Security as provided in Section 2.06(c), such
              Certificated Security may be exchanged or transferred for one
              another, subject to Section 2.05 of the Original Indenture, only
              in accordance with such procedures as are substantially consistent
              with the provisions of clauses (b)(i) and (ii) above (including
              the certification requirements intended to ensure that such
              exchanges or transfers comply with Rule 144, Rule 144A or
              Regulation S, as the case may be) and as may be from time to time
              reasonably adopted by the Company.

                     (ii)   Upon receipt by the Trustee of a Certificated
              Security, duly endorsed or accompanied by appropriate instruments
              of transfer, the Trustee shall cancel such Certificated Security
              and cause, or direct the Securities Custodian to cause, in
              accordance with the standing instructions and procedures existing
              of the Depository and the Securities Custodian, the aggregate
              principal amount of 2033 Notes represented by the Rule 144A Global
              Security or Permanent Regulation S Global Security, as applicable,
              to be increased by the aggregate principal amount of the
              Certificated Security to be exchanged and shall credit or cause to
              be credited to the account of the Person specified in such
              instructions a beneficial interest in the Rule 144A Global
              Security or Permanent Regulation S Global Security, as applicable,
              equal to the principal amount of the Certificated Security so
              canceled. If no Rule 144A Global Securities or Permanent
              Regulation S Global Securities, as applicable, are then
              outstanding, the Company shall issue and the Trustee shall
              authenticate, upon written order of the Company in the form of an
              Officers' Certificate, a new Rule 144A Global Security or
              Permanent Regulation S Global Security, as applicable, in the
              appropriate principal amount.

              (d) CERTIFICATES. In connection with any transfer described in
       paragraphs (b) and (c) of this Section 2.08, the Trustee shall receive a
       certificate of transfer in the form attached as Exhibit C hereto.
       Additionally, upon any transfer or exchange to an Institutional
       Accredited Investor, the Company and the Trustee shall receive a
       certificate in the form attached as Exhibit D hereto.

              (e)    TRANSFER RESTRICTED SECURITY. Upon any sale or transfer of
       a Transfer Restricted Security (including any Transfer Restricted
       Security represented by a Global Security) pursuant to Rule 144 under the
       Securities Act or an effective registration statement under the
       Securities Act, which shall be certified to the Trustee and Security
       Registrar upon which each may conclusively rely:

                     (i)    in the case of any Transfer Restricted Security
              represented by a Certificated Security, the Security Registrar
              shall permit the Holder thereof to exchange such Transfer
              Restricted Security for a Certificated Security that does not bear
              the legend set forth in Exhibit A hereto and rescind any
              restriction on the transfer of such Transfer Restricted Security;
              and

                                       12


<PAGE>

                     (ii)   in the case of any Transfer Restricted Security
              represented by a Global Security, such Transfer Restricted
              Security shall not be required to bear the legend set forth in
              Exhibit A hereto if all other interests in such Global Note have
              been or are concurrently being sold or transferred pursuant to
              Rule 144 under the Securities Act or pursuant to an effective
              registration statement under the Securities Act.

              (f) REGISTERED EXCHANGE OFFER. Notwithstanding the foregoing, upon
       consummation of the Registered Exchange Offer, the Company shall issue
       and, upon receipt of a Company Order in accordance with Section 2.05 of
       the Original Indenture, the Trustee shall authenticate Series E Notes in
       exchange for Series B Notes accepted for exchange in the Registered
       Exchange Offer, which Series E Notes shall not bear the transfer
       restriction legend set forth in Exhibit A hereto and shall not provide
       for Special Interest Premium and the Security Registrar shall rescind any
       restriction on the transfer of such Series E Notes, in each case unless
       the Holder of such Series B Notes (A) is a broker-dealer tendering Series
       B Notes acquired directly from the Company or an "affiliate" (as defined
       in Rule 144 under the Securities Act) of the Company for its own account,
       (B) is a Person who has an arrangement or understanding with any Person
       to participate in the "distribution" (within the meaning of the
       Securities Act) of the Series E Notes, (C) is a Person who is an
       "affiliate" (as defined in Rule 144 under the Securities Act) of the
       Company or (D) will not be acquiring the Series E Notes in the ordinary
       course of such Holder's business. The Company shall identify to the
       Trustee such Holders in a written certification signed by an Officer of
       the Company and, absent certification from the Company to such effect,
       the Trustee shall assume that there are no such Holders.

                                  ARTICLE III

                            MISCELLANEOUS PROVISIONS

              SECTION 3.01. RECITALS BY COMPANY.

              The recitals in this Second Supplemental Indenture are made by the
Company only and not by the Trustee, and all of the provisions contained in the
Original Indenture in respect of the rights, privileges, immunities, powers and
duties of the Trustee shall be applicable in respect of 2033 Notes and of this
Second Supplemental Indenture as fully and with like effect as if set forth
herein in full.

              SECTION 3.02. RATIFICATION AND INCORPORATION
                            OF ORIGINAL INDENTURE.

              As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Second Supplemental
Indenture shall be read, taken and construed as one and the same instrument.

                                       13


<PAGE>

              SECTION 3.03. EXECUTED IN COUNTERPARTS.

              This Second Supplemental Indenture may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original, and
such counterparts shall together constitute but one and the same instrument.

              SECTION 3.04. LEGENDS.

              Except as determined by the Company in accordance with applicable
law, each 2033 Note shall bear the applicable legends relating to restrictions
on transfer pursuant to the securities laws in substantially the form set forth
on Exhibit A hereto.

              SECTION 3.05. APPLICABILITY OF SECTION 4.05 AND
                            ARTICLE TEN OF ORIGINAL INDENTURE.

              As long as the 2033 Notes are outstanding, Section 4.05 and
Article Ten of the Original Indenture shall be applicable thereto; provided,
however, that if the Company's generation-related assets ("Generation-Related
Business") are transferred or sold (whether or not the Generation-Related
Business constitutes "substantially all" of the Company's total assets), the
2033 Notes will continue to be obligations of the Company.

                                       14

<PAGE>





              IN WITNESS WHEREOF, each party hereto has caused this instrument
to be signed in its name and behalf by its duly authorized signatories, all as
of the day and year first above written.

                                                     AEP TEXAS CENTRAL COMPANY

                                                     By_/s/ Susan Tomasky_
                                                        Vice President
Attest:

By_/s/ T. G. Berkemeyer
    Assistant Secretary

                                                     BANK ONE, N. A.,
                                                     as Trustee

                                                     By_/s/ Jeffery L. Eubank__
                                                        Vice President

Attest:

By_/s/ David B. Knox__
    Trust Officer




<PAGE>





                                    EXHIBIT A

                            FORM OF SERIES [B/E] NOTE



                                                     [Rule 144A Global Security]
                                                  [Regulation S Global Security]
                                                         [Certificated Security]



                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]


              UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

              TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

              [FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE
COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED STATES
BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE
THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.

                         [Restricted Securities Legend]

              THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE

                                    Ex. A-1
<PAGE>

TRANSFERRED OTHER THAN (A)(1) TO THE COMPANY, (2)IN A TRANSACTION ENTITLED TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, (3)
SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (4) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING
THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, (5) IN ACCORDANCE
WITH ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY)
OR (6) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF EACH STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED
INVESTOR HOLDING THIS SECURITY AGREES IT WILL FURNISH TO THE COMPANY AND THE
TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE
TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING
RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND
AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (2),(3) OR (7) UNDER THE
SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND
NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT.

                 [Temporary Regulation S Global Security Legend]

EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTEREST IN THIS TEMPORARY
REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE
PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN
INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY
DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(d)(3) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM
REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED
EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A
TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTEREST IN
THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR
TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR
SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND

                                    Ex. A-2
<PAGE>

ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASE (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL
NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO
ABOVE, IF THEN APPLICABLE.

              BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATIONS S GLOBAL
SECURITY MAY BE EXCHANGED FOR INTEREST IN A RULE 144A GLOBAL SECURITY ONLY IF
(1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN
COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL
SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM
ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL
SECURITY BEING TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY
BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WHEN THE MEANING OF RULE 144A (B)
PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

              BENEFICIAL INTEREST IN A RULE 144A GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR
904 OF REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS
PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE
INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK
S.A./N.A. OR CLEARSTREAM BANKING SOCIETE ANONYME.

                        [Certificated Securities Legend]

              IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.

                                    Ex. A-3

<PAGE>

                            AEP TEXAS CENTRAL COMPANY
                               6.65% Senior Notes,
                                Series [B/E] due
                                      2033

CUSIP: [0010EPAD0/144A][U00804AB7/Reg S]  Original Issue Date: February 18, 2003

Stated Maturity:  February 15, 2033       Interest Rate:   6.65%

Principal Amount: $275,000,000 (or such other amount as is indicated
                                on Schedule A)

Redeemable:                Yes      X                No
In Whole:                  Yes      X                No
In Part:                   Yes      X                No

              AEP TEXAS CENTRAL COMPANY, a corporation duly organized and
existing under the laws of the State of Texas (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
[________] or registered assigns, the principal sum of _____ DOLLARS ($_____)
[or such other amount as is indicated on Schedule A hereto]* on the Stated
Maturity specified above (or upon earlier redemption); and to pay interest on
said Principal Amount from the Original Issue Date specified above or from the
most recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, semi-annually in arrears
on February 15 and August 15 in each year, commencing on August 15, 2003, at the
Interest Rate per annum specified above, until the Principal Amount shall have
been paid or duly provided for. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

              The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date, as provided in the Indenture, as hereinafter
defined, shall be paid to the Person in whose name this Note (or one or more
Predecessor Securities) shall have been registered at the close of business on
the Regular Record Date with respect to such Interest Payment Date, which shall
be the January 31 or July 31 (whether or not a Business Day), as the case may
be, immediately preceding such Interest Payment Date, provided that interest
payable on the Stated Maturity or any redemption date shall be paid to the
Person to whom principal is paid. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid as provided in said Indenture.

              If any Interest Payment Date, any redemption date or Stated
Maturity is not a Business Day, then payment of the amounts due on this Note on
such date will be made on the next succeeding Business Day, and no interest
shall accrue on such amounts for the period from and after such Interest Payment
Date, redemption date or Stated Maturity, as the case may be,

--------------------------
*   Insert in the Rule 144A Global Security and the Regulation S
     Global Security only.

                                    Ex. A-4


<PAGE>

except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, with the same
force and effect as if made on such date. The principal of (and premium, if any)
and the interest on this Note shall be payable at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City of New
York, New York, in any coin or currency of the United States of America which at
the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest (other than interest payable on
Stated Maturity or any redemption date) may be made at the option of the Company
by check mailed to the registered holder at such address as shall appear in the
Security Register.

              This Note is one of a duly authorized series of Notes of the
Company (herein sometimes referred to as the "Notes"), specified in the
Indenture (defined below), all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of February 1, 2003 duly executed
and delivered between the Company and Bank One, N. A., a national banking
association organized and existing under the laws of the United States, as
Trustee (herein referred to as the "Trustee") (such Indenture, as originally
executed and delivered and as thereafter supplemented and amended being
hereinafter referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the holders of the Notes. By the terms of the
Indenture, the Notes are issuable in series which may vary as to amount, date of
maturity, rate of interest and in other respects as in the Indenture provided.
This Note is one of the series of Notes designated on the face hereof as 6.65%
Senior Notes, Series [B/E] due 2033 initially issued in the aggregate principal
amount of $275,000,000.

              This Note may be redeemed by the Company at its option, in whole
at any time or in part from time to time, upon not less than thirty but not more
than sixty days' previous notice given by mail to the registered owners of the
Note at a redemption price equal to the greater of (i) 100% of the principal of
the Note being redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Note being redeemed
(excluding the portion of any such interest accrued to the date of redemption)
discounted (for purposes of determining present value) to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) plus 30 basis points, plus, in each
case, accrued interest thereon to the date of redemption.

       "Treasury Rate" means, with respect to any redemption date, the rate per
       annum equal to the semi-annual equivalent yield to maturity of the
       Comparable Treasury Issue, assuming a price for the Comparable Treasury
       Issue (expressed as a percentage of its principal amount) equal to the
       Comparable Treasury Price for such redemption date.

       "Comparable Treasury Issue" means the United States Treasury security
       selected by an Independent Investment Banker as having a maturity
       comparable to the remaining term of the Notes that would be utilized, at
       the time of selection and in accordance with customary financial
       practice, in pricing new issues of corporate debt securities of
       comparable maturity to the remaining term of the Notes.

                                    Ex. A-5
<PAGE>

       "Comparable Treasury Price" means, with respect to any redemption date,
       (1) the average of the bid and asked prices for the Comparable Treasury
       Issue (expressed in each case as a percentage of its principal amount) on
       the third Business Day preceding such redemption date, as set forth in
       the daily statistical release (or any successor release) published by the
       Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
       Quotations for U.S. Government Securities" or (2) if such release (or any
       successor release) is not published or does not contain such prices on
       such third Business Day, the Reference Treasury Dealer redemption date.

       "Independent Investment Banker" means one of the Reference Treasury
       Dealers appointed by the Company and reasonably acceptable to the
       Trustee.

       "Reference Treasury Dealer" means a primary U.S. government securities
       dealer selected by the Company and reasonably acceptable to the Trustee.

       "Reference Treasury Dealer Quotation" means, with respect to the
       Reference Treasury Dealer and any redemption date, the average, as
       determined by the Trustee, of the bid and asked prices for the Comparable
       Treasury Issue (expressed in each case as a percentage of its principal
       amount) quoted in writing to the Trustee by such Reference Treasury
       Dealer at or before 5:00 p.m., New York City time, on the third Business
       Day preceding such redemption date.

              The Company shall not be required to (i) issue, exchange or
register the transfer of any Notes during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of less
than all the outstanding Notes of the same series and ending at the close of
business on the day of such mailing, nor (ii) register the transfer of or
exchange of any Notes of any series or portions thereof called for redemption.
This Global Note is exchangeable for Notes in definitive registered form only
under certain limited circumstances set forth in the Indenture.

              In the event of redemption of this Note in part only, a new Note
or Notes of this series, of like tenor, for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the surrender of this Note.

              In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all of the Notes may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

              The Indenture contains provisions for defeasance at any time of
the entire indebtedness of this Note upon compliance by the Company with certain
conditions set forth therein. This Note will not have a sinking fund.

              As described in the supplemental indenture relating to the Notes,
so long as this Note is outstanding, the Company is subject to a limitation on
issuance of Secured Debt as described therein.

                                     Ex. A-6


<PAGE>

              The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Notes of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to the Indenture,
without the consent of the holder of each Note then outstanding and affected;
(ii) reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such supplemental indenture, or reduce the percentage of
Notes, the holders of which are required to waive any default and its
consequences, without the consent of the holder of each Note then outstanding
and affected thereby; or (iii) modify any provision of Section 6.01(c) of the
Indenture (except to increase the percentage of principal amount of securities
required to rescind and annul any declaration of amounts due and payable under
the Notes), without the consent of the holder of each Note then outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority in aggregate principal amount of the Notes of all series at the
time outstanding affected thereby, on behalf of the Holders of the Notes of such
series, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture with
respect to such series, and its consequences, except a default in the payment of
the principal of or premium, if any, or interest on any of the Notes of such
series. Any such consent or waiver by the registered Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and of any Note
issued in exchange herefor or in place hereof (whether by registration or
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Note.

              No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.

              As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered holder hereof on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company as may be
designated by the Company accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his or her attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.

                                    Ex. A-7


<PAGE>

              Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any paying agent and any Security Registrar may
deem and treat the registered Holder hereof as the absolute owner hereof
(whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Note Registrar) for
the purpose of receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.

              No recourse shall be had for the payment of the principal of or
the interest on this Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
released waived and released.

              The Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof
except that a Note issued to an Institutional Accredited Investor will be in
denominations of at $250,000. As provided in the Indenture and subject to
certain limitations, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of a different authorized denomination,
as requested by the Holder surrendering the same.

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

              This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

              IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.

                                    AEP TEXAS CENTRAL COMPANY


                                    By:  ______________________________________


Attest:

By:  ____________________________


                                    Ex. A-8

<PAGE>


                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM-    as tenants in    UNIF GIFT MIN ACT-_______    Custodian ________
            common                                         (Cust)        (Minor)
TEN ENT-    as tenants by the                   under Uniform Gifts to
            entireties                          Minors Act

JT TEN-     As joint tenants
            with right of                       -----------------------------
            survivorship and                               (State)
            not as tenants in
            common

                    Additional abbreviations may also be used
                          though not on the above list.

       FOR VALUE RECEIVED, the undersigned hereby sell(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

________________________________________________________________________________

________________________________________________________________________________

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

________________________________________________________________________________

agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated: ___________     _________________________________________________________

                       _________________________________________________________

              NOTICE: The signature to this assignment must correspond with the
              name as written upon the face of the within instrument in every
              particular without alteration or enlargement, or any change
              whatever.

                                    Ex. A-9

<PAGE>


       In connection with any transfer of any of the Series B Notes evidenced by
this certificate, the undersigned confirms that such Series B Notes are being:

CHECK ONE BOX BELOW

       (1)[ ] exchanged for the undersigned's own account without transfer; or

       (2)[ ] transferred to a person whom the undersigned reasonably believes
              to be a "qualified institutional buyer" as defined in Rule 144A
              under the Securities Act of 1933 who is purchasing such Series B
              Notes for such buyer's own account or the account of a "qualified
              institutional buyer" in a transaction meeting the requirements of
              Rule 144A under the Securities Act of 1933 and any applicable
              securities laws of any state of the United States or any other
              jurisdiction; or

       (3)[ ] exchanged or transferred pursuant to and in compliance with Rule
              903 or 904 of Regulation S under the Securities Act of 1933; or

       (4)[ ] exchanged or transferred to an institutional "accredited investor"
              within the meaning of Rule 501(a)(1), (2), (3) or (7) of
              Regulation D under the Securities Act pursuant to Rule 144A (and
              based upon an opinion of counsel if the Company or the Trustee so
              requests) and, to the knowledge of the transferor of the Series B
              Notes, such institutional accredited investor to whom such Note is
              to be transferred is not an "affiliate" (as defined in Rule 144
              under the Securities Act) of the Company; or

       (5)[ ] transferred pursuant to another available exemption from the
              registration requirements of the Securities Act of 1933.

       Unless one of the boxes is checked, the Trustee will refuse to register
any of the Series B Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if box
(3), (4) or (5) is checked, the Company may require, prior to registering any
such transfer of the Series B Notes, such legal opinions, certifications and
other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act; PROVIDED, FURTHER, that if
box (2) is checked, the transferee must also certify that it is a qualified
institutional buyer as defined in Rule 144A.

                                       ----------------------------------------
                                                      Signature


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

                                    Ex. A-10

<PAGE>


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

       The undersigned represents and warrants that it is purchasing this Series
B Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Date: _________________

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



                 NOTICE: TO BE EXECUTED BY AN EXECUTIVE OFFICER.

                                    Ex. A-11

<PAGE>


                                   SCHEDULE A

       The initial aggregate principal amount of Series B Notes evidenced by the
Certificate to which this Schedule is attached is $___________. The notations on
the following table evidence decreases and increases in the aggregate principal
amount of Series B Notes evidenced by such Certificate.


                                              Principal Amount of
Decrease in Principal  Increase in Principal    Series B Notes       Notation by
 Amount of Series B      Amount of Series B   Remaining After Such     Security
       Notes                    Notes         Decrease orIncrease     Registrar
--------------------   --------------------   --------------------   ----------


                                    Ex. A-12

<PAGE>

                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred to in the within-mentioned Indenture.

                                                     BANK ONE, N. A.,
                                                     as Trustee


                                                     By: _______________________
                                                         Authorized Signatory


                                    Ex. B-1

<PAGE>





                                    EXHIBIT C

                          FORM OF TRANSFER CERTIFICATE

       In connection with any transfer of any of the Series B Notes evidenced by
this certificate, the undersigned confirms that such Series B Notes are being:

CHECK ONE BOX BELOW

       (1)[ ] exchanged for the undersigned's own account without transfer; or

       (2)[ ] transferred to a person whom the undersigned reasonably believes
              to be a "qualified institutional buyer" as defined in Rule 144A
              under the Securities Act of 1933 who is purchasing such Series B
              Notes for such buyer's own account or the account of a "qualified
              institutional buyer" in a transaction meeting the requirements of
              Rule 144A under the Securities Act of 1933 and any applicable
              securities laws of any state of the United States or any other
              jurisdiction; or

       (3)[ ] exchanged or transferred pursuant to and in compliance with Rule
              903 or 904 of Regulation S under the Securities Act of 1933; or

       (4)[ ] exchanged or transferred to an institutional "accredited investor"
              within the meaning of Rule 501(a)(1), (2), (3) or (7) of
              Regulation D under the Securities Act pursuant to Rule 144A (and
              based upon an opinion of counsel if the Company or the Trustee so
              requests) and, to the knowledge of the transferor of the Series B
              Notes, such institutional accredited investor to whom such Note is
              to be transferred is not an "affiliate" (as defined in Rule 144
              under the Securities Act) of the Company; or

       (5)[ ] transferred pursuant to another available exemption from the
              registration requirements of the Securities Act of 1933.

       Unless one of the boxes is checked, the Trustee will refuse to register
any of the Series B Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if box
(3) or (4) is checked, the Company may require, prior to registering any such
transfer of the Series B Notes, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act; PROVIDED, FURTHER, that if
box (2) is checked, the transferee must also certify that it is a qualified
institutional buyer as defined in Rule 144A.

                                            __________________________________

                                                        Signature

                                    Ex. C-1

<PAGE>


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

       The undersigned represents and warrants that it is purchasing this Series
B Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.



Date: _______________

_____________________



                 NOTICE: TO BE EXECUTED BY AN EXECUTIVE OFFICER.

                                    Ex. C-2

<PAGE>



                                    EXHIBIT D

                        FORM OF LETTER TO BE DELIVERED BY
                       INSTITUTIONAL ACCREDITED INVESTORS



Ladies and Gentlemen:

       In connection with our proposed purchase of the 6.65% Senior Notes,
Series B due 2033 (the Notes) issued by AEP Texas Central Company, a Texas
corporation (Issuer), we confirm that:

       1.     We are purchasing the Notes for our own account, or for one or
              more investor accounts for which we are acting as a fiduciary or
              agent, in each case for investment, and not with a view to, or for
              offer or sale in connection with, any distribution in violation of
              the Securities Act, subject to any requirement of law that the
              disposition of our property or the property of such investor
              account or accounts be at all times within our or their control
              and subject to our or their ability to resell the Notes pursuant
              to Rule 144A, Regulation S or any exemption from registration
              available under the Securities Act.

       2.     We are an institutional "accredited investor" within the meaning
              of Rule 50l(a)(l), (2), (3) or (7) under the Securities Act who is
              purchasing Notes with a principal amount of at least $250,000 and,
              if the Notes are to be purchased for one or more accounts (the
              "investor accounts") for which we are acting as fiduciary or
              agent, each such account is an institutional accredited investor
              who is purchasing Notes with a principal amount of at least
              $250,000. In the normal course of business or our investing
              activities, we invest in or purchase securities similar to the
              Notes and we have such knowledge and experience in financial
              business matters that we are capable of evaluating the merits and
              risks of purchasing the Notes. We are aware that we (or any
              investor account) may be required to bear the economic risk of an
              investment in the Notes for an indefinite period of time and we
              (or such investor account) are able to bear such risk for an
              indefinite period.

       3.     We acknowledge that none of the Issuer, the initial purchasers or
              any persons representing any of them has made any representation
              to us with respect to any such entity or the offering or sale of
              any Notes, other than the information contained in the Issuer's
              offering memorandum dated February 12, 2003, related to the Notes,
              which offering memorandum has been delivered to it and upon which
              it is relying in making its investment decision with respect to
              the Notes. Accordingly, we acknowledge that no representation or
              warranty is made by the initial purchasers as to the accuracy or
              completeness of such materials. We have had access to such
              financial and other information concerning the Issuer and the
              Notes as we have deemed necessary in connection with our decision
              to purchase any of the Notes including an opportunity to ask
              questions of, and request information from, the Issuer and the
              initial purchasers.

                                    Ex. D-1
<PAGE>

       4.     We understand and agree that the offer and sale of the Notes have
              not been registered under the Securities Act and that such Notes
              are being offered only in a transaction not involving any public
              offering within the meaning of the Securities Act, and that (A) if
              we decide to resell, pledge or otherwise transfer such Notes on
              which a legend setting forth these restrictions appears, such
              Notes may be resold, pledged or otherwise transferred only (i) to
              the Issuer, (ii) in a transaction entitled to an exemption from
              registration provided by Rule 144 under the Securities Act, (iii)
              so long as such Notes are eligible for resale pursuant to Rule
              144A, to a person whom we reasonably believe is a qualified
              institutional buyer that purchases for its own account or for the
              account of a qualified institutional buyer to whom notice is given
              that the resale, pledge or other transfer is being made in
              reliance on Rule 144A, (iv) outside the United States in a
              transaction meeting the requirements of Regulation S, (v) in
              accordance with another exemption from the registration
              requirements of the Securities Act (and based upon an opinion of
              counsel acceptable to the Issuer), in each case in accordance with
              any applicable securities laws of any state of the United States
              or (vi) pursuant to a registration statement which has been
              declared effective under the Securities Act and (B) we will, and
              each subsequent holder is required to, notify any purchaser of
              Notes from us or it of the resale restrictions referred to in (A)
              above, if then applicable. We acknowledge that the foregoing
              restrictions apply to holders of beneficial interest in the Notes,
              as well as to holders of the Notes.

       5.     We understand that, on any proposed resale of any Notes, we will
              be required to furnish to the trustee and the Issuer such
              certifications, legal opinions and other information as the
              trustee and the Issuer may reasonably require to confirm that the
              proposed sale complies with the foregoing restrictions. We further
              understand that the Notes purchased by us will bear a legend to
              the foregoing effect.

       6.     We acknowledge that the Issuer, the trustee, the initial
              purchasers and others will rely upon the truth and accuracy of the
              foregoing acknowledgements, representations and agreements and
              agree that if any of the foregoing acknowledgements,
              representations or agreements are no longer accurate, we shall
              promptly notify the Issuer, the trustee and the initial
              purchasers. If we are acquiring the Notes as a fiduciary or agent
              for one or more investor accounts, we represent that we have sole
              investment discretion with respect to each such account and we
              have full power to make the foregoing acknowledgements,
              representations and agreements on behalf of each account and that
              each such investor account is eligible to purchase the Notes.

                                    Ex. D-2

<PAGE>


       7.     The Issuer, the trustee and the initial purchasers are entitled to
              rely upon this letter and are irrevocably authorized to produce
              this letter or a copy hereof to any interested party in any
              administrative or legal proceeding or official inquiry with
              respect to the matters covered hereby.

                                                     Very truly yours,


                                                     By:
                                                     Name:
                                                     Title:

                                    Ex. D-3