Exhibit 4(f)

                          REGISTRATION RIGHTS AGREEMENT

              THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of February 1, 2003 by and among AEP Texas Central Company, a
Texas corporation (the "COMPANY"), and the Initial Purchasers (as hereinafter
defined).

              This Agreement is made pursuant to the Purchase Agreement dated
February 12, 2003 (the "PURCHASE AGREEMENT"), by and among the Company, as
issuer of $275,000,000 aggregate principal amount of 5.50% Senior Notes, Series
A due 2013 and $275,000,000 aggregate principal amount of 6.65% Senior Notes,
Series B due 2033 (collectively, the "NOTES"), and the Initial Purchasers, which
provides for, among other things, the sale by the Company to the Initial
Purchasers of the aggregate principal amount of Notes specified therein. In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the
Company has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.

              In consideration of the foregoing, the parties hereto agree as
follows:

       1. DEFINITIONS. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

       "ADVICE" shall have the meaning set forth in the last paragraph of
Section 3 hereof.

       "AFFILIATE" has the meaning given to that term in Rule 405 under the
Securities Act or any successor rule thereunder.

       "APPLICABLE PERIOD" shall have the meaning set forth in Section 3(v)
hereof.

       "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday, or a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed.

       "CLOSING DATE" shall mean February 18, 2003, the initial date of delivery
of the Notes from the Company to the Initial Purchasers.

       "COMPANY" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.

       "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; PROVIDED, HOWEVER, that such depositary
must have an address in the Borough of Manhattan, The City of New York.

       "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 2(b)
hereof.

       "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

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       "EXCHANGE NOTES" shall mean the 5.50% Senior Notes, Series D due 2013 and
the 6.65% Senior Notes, Series E due 2033 issued by the Company under the
Indenture containing terms identical in all material respects to the Notes
(except that (i) interest thereon shall accrue from the last date on which
interest was paid or duly provided for on the Notes or, if no such interest has
been paid, from the date of their original issue, (ii) they will not contain
terms with respect to transfer restrictions under the Securities Act, and (iii)
they will not provide for any Special Interest Premium thereon.)

       "EXCHANGE OFFER" shall mean the offer by the Company to the Holders to
exchange all of the Registrable Notes held by each such Holder for a like amount
of Exchange Notes pursuant to Section 2(a) hereof.

       "EXCHANGE OFFER REGISTRATION" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

       "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) of the Company as provided in Section 2(a) hereof, and all amendments and
supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all documents
incorporated by reference therein.

       "EXCHANGE PERIOD" shall have the meaning set forth in Section 2(a)
hereof.

       "HOLDER" shall mean any Initial Purchaser, for so long as it owns any
Registrable Notes, and each of its successors, assigns and direct and indirect
transferees who become registered owners of Registrable Notes under the
Indenture.

       "INDENTURE" shall mean the Indenture, dated as of February 1, 2003,
between the Company and Bank One, N.A., as trustee, as the same may be amended
or supplemented from time to time in accordance with the terms thereof.

       "INITIAL PURCHASERS" shall mean Lehman Brothers Inc., Salomon Smith
Barney Inc., Banc of America Securities LLC, ABN AMRO Incorporated, Banc One
Capital Markets, Inc., Barclays Capital Inc., BNY Capital Markets, Inc.,
McDonald Investments Inc., TD Securities (USA) Inc., and UBS Warburg LLC.

       "INSPECTORS" shall have the meaning set forth in Section 3(p) hereof.

       "MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Notes or Exchange Notes, as the case may be.

       "NOTES" shall have the meaning set forth in the preamble to this
Agreement.

       "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in Section
3(v) hereof.

       "PERSON" shall mean an individual, partnership, corporation, trust or
unincorporated organization, limited liability company, or a government or
agency or political subdivision thereof or other legal entity.

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       "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Notes covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all documents incorporated by reference therein.

       "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble to
this Agreement.

       "RECORDS" shall have the meaning set forth in Section 3(p) hereof.

       "REGISTRABLE NOTES" shall mean the Notes, until the earliest to occur of
(a) the date on which any Notes has been exchanged by a Person other than a
Participating Broker-Dealer for Exchange Notes in the Exchange Offer, (b)
following the exchange by a Participating Broker-Dealer in the Exchange Offer of
any Note for one or more Exchange Notes, the date on which such Exchange Notes
are sold to a purchaser in accordance with the Exchange Offer Registration
Statement, (c) the date on which any Note has been registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement and (d) the date on which any Note is eligible to be distributed to
the public pursuant to Rule 144(k) under the Securities Act.

       "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC or National Association of Securities Dealers,
Inc. (the "NASD") registration and filing fees, including, if applicable, the
fees and expenses of any "qualified independent underwriter" (and its counsel)
that is required to be retained by any Holder of Registrable Notes in accordance
with the rules and regulations of the NASD, (ii) all fees and expenses incurred
in connection with compliance with state securities or blue sky laws (including
reasonable fees and disbursements of one counsel for all underwriters and
Holders as a group in connection with blue sky qualification of any of the
Exchange Notes or Registrable Notes) and compliance with the rules of the NASD,
(iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus
and any amendments or supplements thereto, and in preparing or assisting in
preparing, printing and distributing any underwriting agreements, notes sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements
of counsel for the Company and of the independent certified public accountants
of the Company and its subsidiaries, including the expenses of any "cold
comfort" letters required by or incident to the performance of and compliance
with this Agreement, (vi) the reasonable fees and expenses of the Trustee and
its counsel and any exchange agent or custodian, and (vii) the reasonable fees
and expenses of any special experts retained by the Company in connection with
any Registration Statement.

       "REGISTRATION STATEMENT" shall mean any registration statement of the
Company which covers any of the Exchange Notes or Registrable Notes pursuant to
the provisions of this Agreement, and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

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       "REPRESENTATIVES" shall mean Lehman Brothers Inc. and Salomon Smith
Barney Inc., as representatives of the Initial Purchasers.

       "RULE 144(K) PERIOD" shall mean the period of two years (or such shorter
period as may hereafter be referred to in Rule 144(k) under the Securities Act
(or similar successor rule)) commencing on the Closing Date.

       "SEC" shall mean the Securities and Exchange Commission.

       "SECURITIES ACT" shall mean the Securities Act of 1933, as amended from
time to time.

       "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

       "SHELF REGISTRATION EVENT" shall have the meaning set forth in Section
2(b) hereof.

       "SHELF REGISTRATION EVENT DATE" shall have the meaning set forth in
Section 2(b) hereof.

       "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) hereof which
covers all of the Registrable Notes (except Registrable Notes which the Holders
have elected not to include in such Shelf Registration Statement or the Holders
of which have not complied with their obligations under the penultimate
paragraph of Section 3 hereof or under the first paragraph of Section 2(b)
hereof) on an appropriate form under Rule 415 under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

       "SPECIAL INTEREST PREMIUM" shall have the meaning set forth in Section
2(e) hereof.

       "TIA" shall have the meaning set forth in Section 3(m) hereof.

       "TRUSTEE" shall mean the trustee under the Indenture.

       2. REGISTRATION UNDER THE SECURITIES ACT.

              (a)    EXCHANGE OFFER. Except as set forth in Section 2(b) below,
the Company shall, for the benefit of the Holders, at the Company's cost, (i)
file with the SEC within 210 calendar days after the Closing Date an Exchange
Offer Registration Statement on an appropriate form under the Securities Act
relating to the Exchange Offer, (ii) use its reasonable best efforts to cause
such Exchange Offer Registration Statement to be declared effective under the
Securities Act by the SEC not later than the date which is 270 calendar days
after the Closing Date, and (iii) provided such Exchange Offer Registration
Statement has been declared effective under the Securities Act by the SEC,
promptly commence the Exchange Offer and keep the Exchange Offer open for not
less than 30 days, or longer if required by applicable law, after the date on
which such Registration Statement was declared effective by the SEC (such period
referred to herein as the "EXCHANGE PERIOD") and at the termination thereof,
issue Exchange Notes in exchange for all Registrable Notes tendered prior
thereto in the Exchange Offer.

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<PAGE>

              Each Holder of Registrable Notes to be exchanged in the Exchange
Offer shall be required, as a condition to participating in the Exchange Offer,
to represent that it acquires the Exchange Notes in the ordinary course of such
Holder's business and that it (i) is not an Affiliate of the Company, (ii) does
not hold any Notes to be exchanged for Exchange Notes in the Exchange Offer that
were acquired other than in the ordinary course of business, (iii) is not a
broker-dealer tendering Registrable Notes acquired directly from the Company,
(iv) at the time of the Exchange Offer, has no arrangements or understandings
with any Person to participate in the Exchange Offer for the purpose of
distributing the Exchange Notes.

              In connection with the Exchange Offer, the Company shall:

              (i)    mail to each Holder a copy of the Prospectus forming part
of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;

              (ii)   utilize the services of the Depositary for the Exchange
Offer with respect to the Notes represented by a global certificate;

              (iii)  permit Holders to withdraw tendered Registrable Notes at
any time prior to the close of business, New York City time, on the last
Business Day of the Exchange Period, by sending to the institution specified in
the notice to Holders, a telegram, telex, facsimile transmission or letter
setting forth the name of such Holder, the principal amount of Registrable Notes
delivered for exchange, and a statement that such Holder is withdrawing his
election to have such Registrable Notes exchanged;

              (iv)   notify each Holder that any Registrable Note not tendered
by such Holder in the Exchange Offer will remain outstanding and continue to
accrue interest but will not retain any rights under this Agreement (except in
the case of the Initial Purchasers and Participating Broker-Dealers as provided
herein); and

              (v)    otherwise comply in all material respects with all
applicable laws and regulations relating to the Exchange Offer.

              As soon as practicable after the close of the Exchange Offer, the
              Company shall:

              (i)    accept for exchange all Registrable Notes or portions
thereof duly tendered and not validly withdrawn pursuant to the Exchange Offer
in accordance with the terms of the Exchange Offer Registration Statement and
letter of transmittal;

              (ii)   deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Notes or portions thereof so accepted for exchange
by the Company; and

              (iii)  issue, and cause the Trustee under the Indenture to
promptly authenticate and deliver to each Holder, Exchange Notes equal in
principal amount to the principal amount of the Notes as are surrendered by such
Holder.

              Interest on each Exchange Note issued pursuant to the Exchange
Offer will accrue from the last date on which interest was paid or duly provided
for on the Note surrendered in

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exchange therefor or, if no interest has been paid on such Note, from the date
of original issue of such Note. To the extent not prohibited by any judicial
order, judgment, law, regulation or applicable interpretation of the staff of
the SEC, the Company shall use its reasonable best efforts to complete the
Exchange Offer as provided above, and shall comply with the applicable
requirements of the Securities Act, the Exchange Act and other applicable laws
and regulations in connection with the Exchange Offer. The Exchange Offer shall
not be subject to any conditions other than the conditions referred to in
Section 2(b)(i), (ii) and (iii) below and those conditions that are customary in
similar exchange offers, except as may be required by applicable law. Each
Holder of Registrable Notes who wishes to exchange such Registrable Notes for
Exchange Notes in the Exchange Offer will be required to make certain customary
representations in connection therewith, including, in the case of any Holder,
representations that (i) it is not an Affiliate of the Company, (ii) it is not a
broker-dealer tendering Registrable Notes acquired directly from the Company,
(iii) the Notes being exchanged, and the Exchange Notes to be received, by it
have been or are being acquired in the ordinary course of its business and (iv)
at the time of the Exchange Offer, it has no arrangements or understandings with
any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes. The Company shall inform the Initial
Purchasers, after consultation with the Trustee, of the names and addresses of
the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall
have the right to contact such Holders in order to facilitate the tender of
Registrable Notes in the Exchange Offer.

              Upon consummation of the Exchange Offer in accordance with this
Section 2(a), the provisions of this Agreement shall continue to apply, MUTATIS
MUTANDIS, solely with respect to Exchange Notes held by Initial Purchasers and
Participating Broker-Dealers, and the Company shall have no further obligation
to register the Registrable Notes held by any other Holder pursuant to Section
2(b) of this Agreement.

              (b) SHELF REGISTRATION. If (i) because of any change in law,
regulation or in currently prevailing interpretations thereof by the staff of
the SEC, the Company is not permitted to effect the Exchange Offer as
contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not consummated
within 300 calendar days after the Closing Date or (iii) any Holder of
Registrable Notes shall notify the Company prior to the 20th calendar day
following the consummation of the Exchange Offer (A) that such Holder was
prohibited by applicable law or SEC policy from participating in the Exchange
Offer, or (B) that such Holder may not resell the Exchange Notes acquired by it
in the Exchange Offer to the public without delivering a prospectus and that the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resale by such Holder, or (C) that such Holder
is a Participating Broker-Dealer and holds Notes acquired directly from the
Company or one of its Affiliates (any of the events specified in (i), (ii) or
(iii) being a "SHELF REGISTRATION EVENT", and the date of occurrence thereof,
the "SHELF REGISTRATION EVENT DATE"), then in addition to or in lieu of
conducting the Exchange Offer contemplated by Section 2(a), as the case may be,
the Company shall promptly notify the Holders in writing thereof and shall, at
its cost, file as promptly as practicable after such Shelf Registration Event
Date and, in any event, within 210 calendar days after such Shelf Registration
Event Date, a Shelf Registration Statement providing for the sale by the Holders
of all of the Registrable Notes (other than Registrable Notes owned by Holders
who have elected not to include such Registrable Notes in such Shelf
Registration Statement or who have not complied with their obligations under the
penultimate paragraph of Section 3 hereof

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<PAGE>

or under this paragraph), and shall use its reasonable best efforts to cause
such Shelf Registration Statement to be declared effective by the SEC as soon as
practicable and in any event, on or before the 270th calendar day after the
Shelf Registration Event Date or, if later, the 300th calendar day after the
Closing Date. No Holder of Registrable Notes shall be entitled to include any of
its Registrable Notes in any Shelf Registration pursuant to this Agreement
unless and until such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder and furnishes to the
Company in writing, within 15 calendar days after receipt of a request therefor,
such information as the Company may, after conferring with counsel with regard
to information relating to Holders that would be required by the SEC to be
included in such Shelf Registration Statement or Prospectus included therein,
reasonably request for inclusion in any Shelf Registration Statement or
Prospectus included therein. Each Holder as to which any Shelf Registration is
being effected agrees to furnish to the Company, without request and as soon as
practicable, all information with respect to such Holder necessary to make the
information previously furnished to the Company by such Holder not materially
misleading.

              The Company agrees to use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective and the Prospectus usable
for resales for the earlier of (x) the expiration of the Rule 144(k) Period or
(y) such time as all of the Notes covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or cease to be
Registrable Notes (the period from the effective date of the Shelf Registration
Statement until the earlier of the events described in clauses (x) or (y) being
the "EFFECTIVENESS PERIOD"). The Company shall not permit any securities other
than Registrable Notes to be included in the Shelf Registration. The Company
will, in the event a Shelf Registration Statement is declared effective, provide
to each Holder of Registrable Notes covered thereby, a reasonable number of
copies of the Prospectus which is a part of the Shelf Registration Statement,
notify each such Holder when the Shelf Registration has become effective and
take any other action required to permit unrestricted resales of the Registrable
Notes. The Company further agrees to supplement or amend the Shelf Registration
Statement, if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement
or by the Securities Act or by any other rules and regulations thereunder for
shelf registrations, and the Company agrees to furnish to the Holders of
Registrable Notes covered by such Shelf Registration Statement copies of any
such supplement or amendment promptly after its being used or filed with the
SEC.

              (c) EXPENSES. The Company shall pay all Registration Expenses in
connection with any Registration Statement filed pursuant to Section 2(a) and/or
2(b) hereof and will reimburse the Initial Purchasers for the reasonable fees
and disbursements Dewey Ballantine LLP incurred in connection with the Exchange
Offer. Except as provided herein, each Holder shall pay all expenses of its
counsel, underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Notes pursuant
to the Shelf Registration Statement.

              (d) EFFECTIVE REGISTRATION STATEMENT. An Exchange Offer
Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration
Statement pursuant to Section 2(b) hereof will not be deemed to have become
effective unless it has been declared effective by the SEC; PROVIDED, HOWEVER,
that if, after it has been declared effective, the offering of Registrable Notes
pursuant to such Exchange Offer Registration Statement or Shelf Registration
Statement is

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interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Exchange Offer
Registration Statement or Shelf Registration Statement will be deemed not to
have been effective during the period of such interference, until the offering
of Registrable Notes pursuant to such Registration Statement may legally resume.
The Company will be deemed not to have used its reasonable best efforts to cause
the Exchange Offer Registration Statement or the Shelf Registration Statement,
as the case may be, to become, or to remain, effective during the requisite
period if it voluntarily takes any action that would result in any such
Registration Statement not being declared effective or that would result in the
otherwise eligible Holders of Registrable Notes covered thereby not being able
to exchange or offer and sell such Registrable Notes during that period, unless
such action is required by applicable law or regulation.

              (e) SPECIAL INTEREST PREMIUM. In the event that:

              (i)    the Exchange Offer Registration Statement is not filed with
       the SEC on or prior to the 210th day after the Closing Date, then,
       commencing on the 211th calendar day after the Closing Date, a special
       interest premium (the "SPECIAL INTEREST PREMIUM") shall accrue on the
       principal amount of the Notes at a rate of 0.25% per annum;

              (ii)   the Exchange Offer Registration Statement is not declared
       effective by the SEC on or prior to the 270th calendar day after the
       Closing Date, then, commencing on the 271st calendar day after the
       Closing Date, a Special Interest Premium shall accrue on the principal
       amount of the Notes at a rate of 0.25% per annum;

              (iii)  (A) the Company has not exchanged Exchange Notes for all
       Notes validly tendered, in accordance with the terms of the Exchange
       Offer, on or prior to the 300th calendar day after the Closing Date or
       (B) if the Shelf Registration Statement is required to be filed pursuant
       to Section 2(b) but is not declared effective by the SEC on or prior to
       the 300th calendar day after the Closing Date, then, commencing on the
       301st calendar day after the Closing Date, a Special Interest Premium
       shall accrue on the principal amount of the Notes at the rate of 0.50%
       per annum; or

              (iv)   the Shelf Registration Statement has been declared
       effective and such Shelf Registration Statement ceases to be continuously
       effective or the Prospectus contained in such Shelf Registration
       Statement ceases to be usable for resales (A) at any time prior to the
       expiration of the Effectiveness Period or (B) if related to corporate
       developments, public filings with the SEC or similar events or because
       the Prospectus contains an untrue statement of a material fact or omits
       to state a material fact required to be stated therein or necessary in
       order to make the statements therein not misleading, and such failure
       continues for more than 90 calendar days (whether or not consecutive and
       whether or not arising out of a single or multiple circumstances) in any
       twelve-month period, then the Special Interest Premium shall accrue on
       the principal amount of the Notes at a rate of 0.50% per annum commencing
       on the day that (in the case of (A) above), or the 91st calendar
       (cumulative) day after (in the case of (B) above), such Shelf
       Registration Statement ceases to be effective or the Prospectus ceases to
       be usable for resales; PROVIDED, HOWEVER, that the aggregate amount of
       the Special Interest Premium in respect of the Notes may not exceed 0.50%
       per annum (regardless of whether multiple

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       events triggering a Special Interest Premium under this subsection (e)
       exist); PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the
       Exchange Offer Registration Statement (in the case of clause (i) above),
       (2) upon the effectiveness of the Exchange Offer Registration Statement
       (in the case of clause (ii) above), (3) upon the exchange of Exchange
       Notes for all Notes validly tendered (in the case of clause (iii)(A)
       above) or upon the effectiveness of the Shelf Registration Statement (in
       the case of clause (iii)(B) above) and (4) upon the earlier of (y) such
       time as the Shelf Registration Statement which had ceased to remain
       effective or the Prospectus which had ceased to be usable for resales
       again becomes effective and usable for resales, as applicable, and (z)
       the expiration of the Effectiveness Period (in each case of clause (iv)
       above), the Special Interest Premium on the principal amount of the Notes
       as a result of such clause (or the relevant subclause thereof) shall
       cease to accrue.

              Any Special Interest Premium due pursuant to Section 2(e)(i),
(ii), (iii) or (iv) above will be payable in cash on the next succeeding
February 15 or August 15, as the case may be, to eligible Holders (as determined
under this subsection (e)) on the relevant record dates for the payment of
interest pursuant to the Indenture.

              (f) SPECIFIC ENFORCEMENT. Without limiting the remedies available
to the Holders, the Company acknowledges that any failure by the Company to
comply with its obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Holders for which there is no
adequate remedy at law, that it would not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, any Holder
may obtain such relief as may be required to specifically enforce the Company's
obligations under Section 2(a) and Section 2(b) hereof.

       3. REGISTRATION PROCEDURES. In connection with the obligations of the
Company with respect to the Registration Statements pursuant to Sections 2(a)
and 2(b) hereof, the Company shall:

              (a) prepare and file with the SEC a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within
the relevant time period specified in Section 2 hereof on the appropriate form
under the Securities Act, which form shall (i) be selected by the Company, (ii)
in the case of a Shelf Registration, be available for the sale of the
Registrable Notes by the selling Holders thereof and, in the case of an Exchange
Offer, be available for the exchange of Registrable Notes, and (iii) comply as
to form in all material respects with the requirements of the applicable form
and include all financial statements required by the SEC to be filed therewith;
and use its reasonable best efforts to cause such Registration Statement to
become effective and remain effective (and, in the case of a Shelf Registration
Statement, the Prospectus to be usable for resales) in accordance with Section 2
hereof; provided, however, that if (1) such filing is pursuant to Section 2(b),
or (2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes, before filing
any Registration Statement or Prospectus or any amendments or supplements
thereto, the Company shall furnish to and afford the Holders of the Registrable
Notes and each such Participating Broker-Dealer, as the case may be, covered by
such Registration Statement, their counsel and the managing underwriters, if
any, a reasonable

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opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto)
proposed to be filed; and the Company shall not file any Registration Statement
or Prospectus or any amendments or supplements thereto in respect of which the
Holders must be afforded an opportunity to review prior to the filing of such
document if the Majority Holders of the Registrable Notes, depending solely upon
which Holders must be afforded the opportunity of such review, or such
Participating Broker-Dealer, as the case may be, their counsel or the managing
underwriters, if any, shall reasonably object in a timely manner;

              (b) prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement effective for the Effectiveness Period or the
Applicable Period, as the case may be, and cause each Prospectus to be
supplemented, if so determined by the Company or requested by the SEC, by any
required prospectus supplement and as so supplemented to be filed pursuant to
Rule 424 (or any similar provision then in force) under the Securities Act, and
comply with the provisions of the Securities Act, the Exchange Act and the rules
and regulations promulgated thereunder applicable to it with respect to the
disposition of all Notes covered by each Registration Statement during the
Effectiveness Period or the Applicable Period, as the case may be, in accordance
with the intended method or methods of distribution by the selling Holders
thereof described in this Agreement (including sales by any Participating
Broker-Dealer);

              (c) in the case of an Exchange Offer Registration Statement, if in
the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, seek a no-action
letter or other favorable decision from the SEC allowing the Company to
consummate an Exchange Offer for such Notes; the Company hereby agrees to pursue
the issuance of such a decision to the SEC staff level but shall not be required
to take commercially unreasonable action to effect a change of SEC policy; the
Company hereby agrees, however, to (i) participate in telephonic conferences
with the SEC, (ii) deliver to the SEC staff an analysis prepared by counsel to
the Company setting forth the legal bases, if any, upon which such counsel has
concluded that such an Exchange Offer should be permitted and (iii) diligently
pursue a resolution (which need not be favorable) by the SEC staff of such
submission;

              (d) in the case of an Exchange Offer Registration Statement, prior
to the effectiveness of such statement, provide a supplemental letter to the SEC
(i) stating that the Company is registering the Exchange Offer in reliance on
the position of the SEC enunciated in EXXON CAPITAL HOLDINGS CORPORATION
(available May 13, 1988), MORGAN STANLEY AND CO. INC. (available June 5, 1991),
BROWN & WOOD LLP (available February 7, 1997) and, if applicable, any no-action
letter obtained pursuant to Section 3(c) and (ii) including a representation
that the Company has not entered into any arrangement or understanding with any
Person to distribute the Exchange Notes to be received in the Exchange Offer and
that, to the best of the Company's information and belief, each Holder
participating in the Exchange Offer is acquiring the Exchange Notes in its
ordinary course of business and has no arrangement or understanding with any
Person to participate in the distribution of the Exchange Notes received in the
Exchange Offer;

              (e) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Notes included in the Shelf Registration Statement, at least three
Business Days prior to filing, that a

                                       10


<PAGE>

Shelf Registration Statement with respect to the Registrable Notes is being
filed and advising such Holder that the distribution of Registrable Notes will
be made in accordance with the method selected by the Majority Holders of the
Registrable Notes, (ii) furnish to each Holder of Registrable Notes included in
the Shelf Registration Statement and to each underwriter of an underwritten
offering of Registrable Notes, if any, without charge, as many copies of each
Prospectus, including each preliminary prospectus, and any amendment or
supplement thereto, and such other documents as such Holder or underwriter may
reasonably request, in order to facilitate the public sale or other disposition
of the Registrable Notes and (iii) consent to the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders of Registrable
Notes included in the Shelf Registration Statement in connection with the
offering and sale of the Registrable Notes covered by the Prospectus or any
amendment or supplement thereto;

              (f) in the case of a Shelf Registration, register or qualify the
Registrable Notes under all applicable state securities or "blue sky" laws of
such jurisdictions by the time the applicable Registration Statement is declared
effective by the SEC as any Holder of Registrable Notes covered by a
Registration Statement and each underwriter of an underwritten offering of
Registrable Notes shall reasonably request in writing in advance of such date of
effectiveness, and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder and underwriter to consummate the
disposition in each such jurisdiction of such Registrable Notes owned by such
Holder; PROVIDED, HOWEVER, that the Company shall not be required to (i) qualify
as a foreign corporation or as a dealer in securities in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(f), (ii)
file any general consent to service of process in any jurisdiction where it
would not otherwise be subject to such service of process or (iii) subject
itself to taxation in any such jurisdiction if it is not then so subject;

              (g) (1) in the case of a Shelf Registration or (2) if
Participating Broker-Dealers from whom the Company has received prior written
notice that they will be utilizing the Prospectus contained in the Exchange
Offer Registration Statement as provided in Section 3(v) hereof, are seeking to
sell Exchange Notes and are required to deliver Prospectuses, promptly notify
each Holder of Registrable Notes, or such Participating Broker-Dealers, as the
case may be, their counsel and the managing underwriters, if any, and promptly
confirm such notice in writing (i) when a Registration Statement has become
effective and when any post-effective amendments thereto become effective, (ii)
of any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement or Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the qualification of
the Registrable Notes or the Exchange Notes to be offered or sold by any
Participating Broker-Dealer in any jurisdiction described in Section 3(f) hereof
or the initiation of any proceedings for that purpose, (iv) in the case of a
Shelf Registration, if, between the effective date of a Registration Statement
and the closing of any sale of Registrable Notes covered thereby, the
representations and warranties of the Company contained in any purchase
agreement, securities sales agreement or other similar agreement cease to be
true, correct and complete in all material respects, (v) of the happening of any
event or the failure of any event to occur or the discovery of any facts, during
the Effectiveness Period, which makes any statement, made in such Registration
Statement or the related Prospectus untrue in

                                       11


<PAGE>

any material respect or which causes such Registration Statement or Prospectus
to omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, as well as any other corporate developments, public filings with the
SEC or similar events causing such Registration Statement not to be effective or
the Prospectus not to be useable for resales and (vi) of the reasonable
determination of the Company that a post-effective amendment to the Registration
Statement would be appropriate;

              (h) obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement as soon as practicable;

              (i) in the case of a Shelf Registration, furnish to each Holder of
Registrable Notes included within the coverage of such Shelf Registration
Statement, without charge, at least one conformed copy of each Registration
Statement relating to such Shelf Registration and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);

              (j) in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Notes to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold and not
bearing any restrictive legends (except any customary legend borne by securities
held through The Depository Trust Company or any similar depository) and in such
denominations (consistent with the provisions of the Indenture and supplemental
indenture or the officer's certificate establishing the forms and the terms of
the Notes pursuant to the Indenture) and registered in such names as the selling
Holders or the underwriters may reasonably request (provided such names are
consistent with the names of the selling securityholders set forth in the Shelf
Registration Statement) at least two Business Days prior to the closing of any
sale of Registrable Notes pursuant to such Shelf Registration Statement;

              (k) in the case of a Shelf Registration or an Exchange Offer
Registration, promptly after the occurrence of any event specified in Section
3(g)(ii), 3(g)(iii), 3(g)(v) (subject to the 90 calendar day cumulative grace
period within any twelve-month period provided for in Section 2(e)(iv)(B)) or
3(g)(vi) hereof, prepare a supplement or post-effective amendment to such
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Notes, such Prospectus will not
include any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Company shall notify each
Holder to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and each Holder hereby agrees to suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission;

              (l) obtain a CUSIP number for the Exchange Notes or the
Registrable Notes, as the case may be, not later than the effective date of a
Registration Statement, and provide the Trustee with certificates for the
Exchange Notes or the Registrable Notes, as the case may be, in a form eligible
for deposit with the Depositary;

                                       12


<PAGE>

              (m) cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended (the "TIA"), in connection with the registration of the
Exchange Notes or Registrable Notes, as the case may be, and effect such changes
to such documents as may be required for them to be so qualified in accordance
with the terms of the TIA and execute, and cause the Trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such documents to be so
qualified in a timely manner;

              (n) in the case of a Shelf Registration, enter into such
agreements (including underwriting agreements) as are customary in underwritten
offerings and take all such other appropriate actions in connection therewith as
are reasonably requested by the Holders of at least 25% in aggregate principal
amount of the Registrable Notes in order to expedite or facilitate the
registration or the disposition of the Registrable Notes;

              (o) in the case of a Shelf Registration, whether or not an
underwriting agreement is entered into and whether or not the registration is an
underwritten registration, if requested by (x) an Initial Purchaser, in the case
where such Initial Purchaser holds Notes acquired by it as part of its initial
placement, or (y) Holders of at least 25% in aggregate principal amount of the
Registrable Notes covered thereby: (i) make such representations and warranties
to Holders of such Registrable Notes and the underwriters (if any), with respect
to the business of the Company as then conducted and the Registration Statement,
Prospectus and documents, if any, incorporated or deemed to be incorporated by
reference therein, in each case, as are customarily made by issuers to
underwriters in underwritten offerings, and confirm the same if and when
requested; (ii) obtain opinions of counsel to the Company and updates thereof
(which may be in the form of a reliance letter) in form and substance reasonably
satisfactory to the managing underwriters (if any) and the Holders of a majority
in amount of the Registrable Notes being sold, addressed to each selling Holder
and the underwriters (if any) covering the matters customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by such underwriters (it being agreed that the matters to
be covered by such opinion may be subject to customary qualifications and
exceptions); (iii) obtain "cold comfort" letters and updates thereof in form and
substance reasonably satisfactory to the managing underwriters from the
independent certified public accountants of the Company, addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings and such other matters as reasonably requested by such
underwriters in accordance with Statement on Auditing Standards No. 72; and (iv)
if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth
in Section 4 hereof (or such other provisions and procedures acceptable to
Holders of a majority in aggregate principal amount of Registrable Notes covered
by such Registration Statement and the managing underwriters) customary for such
agreements with respect to all parties to be indemnified pursuant to said
Section (including, without limitation, such underwriters and selling Holders);
and in the case of an underwritten registration, the above requirements shall be
satisfied at each closing under the related underwriting agreement or as and to
the extent required thereunder;

              (p) if (1) a Shelf Registration is filed pursuant to Section 2(b)
or (2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required

                                       13


<PAGE>

to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, make reasonably
available for inspection by any selling Holder of Registrable Notes or
Participating Broker-Dealer, as applicable, who certifies to the Company that it
has a current intention to sell Registrable Notes pursuant to the Shelf
Registration, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained
by any such selling Holder, Participating Broker-Dealer, as the case may be, or
underwriter (collectively, the "INSPECTORS"), at the offices where normally
kept, during the Company's normal business hours, all financial and other
records, pertinent organizational and operational documents and properties of
the Company (collectively, the "RECORDS") as shall be reasonably necessary to
enable them to conduct due diligence activities, and cause the officers,
trustees and employees of the Company to supply all relevant information in each
case reasonably requested by any such Inspector in connection with such
Registration Statement; Records and information which the Company determines, in
good faith, to be confidential and any Records and information which it notifies
the Inspectors are confidential shall not be disclosed to any Inspector except
where (i) the disclosure of such Records or information is necessary to avoid or
correct a material misstatement or omission in such Registration Statement, (ii)
the release of such Records or information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction or is necessary in connection
with any action, suit or proceeding or (iii) such Records or information
previously has been made generally available to the public; each selling Holder
of such Registrable Notes and each such Participating Broker-Dealer will be
required to agree in writing that Records and information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used by
it as the basis for any market transactions in the securities of the Company
unless and until such is made generally available to the public through no fault
of an Inspector or a selling Holder; and each selling Holder of such Registrable
Notes and each such Participating Broker-Dealer will be required to further
agree in writing that it will, upon learning that disclosure of such Records or
information is sought in a court of competent jurisdiction, or in connection
with any action, suit or proceeding, give notice to the Company and allow the
Company at its expense to undertake appropriate action to prevent disclosure of
the Records and information deemed confidential;

              (q) comply with all applicable rules and regulations of the SEC so
long as any provision of this Agreement shall be applicable and make generally
available to its security holders earning statements satisfying the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 45 calendar days after
the end of any 12-month period (or 90 calendar days after the end of any
12-month period if such period is a fiscal year) (i) commencing at the end of
any fiscal quarter in which Registrable Notes are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods, provided that the
obligations under this paragraph (q) shall be satisfied by the timely filing of
quarterly and annual reports on Forms 10-Q and 10-K under the Exchange Act;

              (r) if an Exchange Offer is to be consummated, upon delivery of
the Registrable Notes by Holders to the Company (or to such other Person as
directed by the Company), in exchange for the Exchange Notes, the Company shall
mark, or cause to be marked, on such

                                       14


<PAGE>

Notes delivered by such Holders that such Notes are being cancelled in exchange
for the Exchange Notes; it being understood that in no event shall such Notes be
marked as paid or otherwise satisfied;

              (s) cooperate with each seller of Registrable Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the NASD;

              (t) prior to issuing the Exchange Notes, obtain all regulatory and
governmental approvals necessary for the issuance of the Exchange Notes,
including, without limitation, any required orders or consents of the Public
Utility Commission of Texas or under the Public Utility Holding Company Act of
1935 pertaining to the Company's capital structure;

              (u) take all other steps necessary to effect the registration of
the Registrable Notes covered by a Registration Statement contemplated hereby;
and

              (v) (A) in the case of the Exchange Offer Registration Statement
(i) include in the Exchange Offer Registration Statement a section entitled
"Plan of Distribution," which section shall be reasonably acceptable to the
Initial Purchasers or another representative of the Participating
Broker-Dealers, and which shall contain a summary statement of the positions
taken or policies made by the staff of the SEC with respect to the potential
"underwriter" status of any broker-dealer that holds Registrable Notes acquired
for its own account as a result of market-making activities or other trading
activities (a "PARTICIPATING BROKER-DEALER") and that will be the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the reasonable judgment of the Initial Purchasers or
such other representative, represent the prevailing views of the staff of the
SEC, including a statement that any such broker-dealer who receives Exchange
Notes for Registrable Notes pursuant to the Exchange Offer may be deemed a
statutory underwriter and must deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Notes, (ii)
furnish to each Participating Broker-Dealer who has delivered to the Company the
notice referred to in Section 3(g), without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including any
preliminary Prospectus, and any amendment or supplement thereto, as such
Participating Broker-Dealer may reasonably request (the Company hereby consents
to the use of the Prospectus forming part of the Exchange Offer Registration
Statement or any amendment or supplement thereto by any Person subject to the
prospectus delivery requirements of the Securities Act, including all
Participating Broker-Dealers, in connection with the sale or transfer of the
Exchange Notes covered by the Prospectus or any amendment or supplement
thereto), (iii) use its reasonable best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the Prospectus
contained therein in order to permit such Prospectus to be lawfully delivered by
all Persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such Persons must comply with such requirements
under the Securities Act and applicable rules and regulations in order to resell
the Exchange Notes; PROVIDED, HOWEVER, that such period shall not be required to
exceed 210 days (or such longer period if extended pursuant to the last sentence
of Section 3 hereof) (the "APPLICABLE PERIOD"), and (iv) include in the
transmittal letter or similar documentation to

                                       15


<PAGE>

be executed by an exchange offeree in order to participate in the Exchange Offer
(x) the following provision:

              "If the exchange offeree is a broker-dealer holding Registrable
              Notes acquired for its own account as a result of market-making
              activities or other trading activities, it will deliver a
              prospectus meeting the requirements of the Securities Act in
              connection with any resale of Exchange Notes received in respect
              of such Registrable Notes pursuant to the Exchange Offer";

       and (y) a statement to the effect that by a Participating Broker-Dealer
       making the acknowledgment described in clause (x) and by delivering a
       Prospectus in connection with the exchange of Registrable Notes, the
       Participating Broker-Dealer will not be deemed to admit that it is an
       underwriter within the meaning of the Securities Act; and

       (B)    in the case of any Exchange Offer Registration Statement, the
       Company agrees to deliver to the Initial Purchasers or to another
       representative of the Participating Broker-Dealers, if reasonably
       requested by an Initial Purchaser or such other representative of
       Participating Broker-Dealers, on behalf of the Participating
       Broker-Dealers upon consummation of the Exchange Offer (i) an opinion of
       counsel in form and substance reasonably satisfactory to such Initial
       Purchaser or such other representative of the Participating
       Broker-Dealers, covering the matters customarily covered in opinions
       requested in connection with Exchange Offer Registration Statements and
       such other matters as may be reasonably requested (it being agreed that
       the matters to be covered by such opinion may be subject to customary
       qualifications and exceptions), (ii) an officer's certificate
       substantially similar to that specified in Section 7(h) of the Purchase
       Agreement and such additional certifications as are customarily delivered
       in a public offering of debt Notes and (iii) upon the effectiveness of
       the Exchange Offer Registration Statement, comfort letters, in each case,
       in customary form if permitted by Statement on Auditing Standards No. 72.

              The Company may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Company such
information regarding such seller as may be required by the staff of the SEC to
be included in a Registration Statement. The Company may exclude from such
registration the Registrable Notes of any seller who unreasonably fails to
furnish such information within a reasonable time after receiving such request.
The Company shall have no obligation to register under the Securities Act the
Registrable Notes of a seller who so fails to furnish such information and,
notwithstanding anything to the contrary herein, no Special Interest Premium
shall accrue on any such Registrable Notes.

              In the case of a Shelf Registration Statement, or if Participating
Broker-Dealers who have notified the Company that they will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
this Section 3(v) are seeking to sell Exchange Notes and are required to deliver
Prospectuses, each Holder agrees that, upon receipt of any notice from the
Company of the occurrence of any event specified in Section 3(g)(ii), 3(g)(iii),
3(g)(v) or 3(g)(vi) hereof, such Holder will forthwith discontinue disposition
of

                                       16


<PAGE>

Registrable Notes pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(k) hereof or until it is advised in writing (the "ADVICE") by the
Company that the use of the applicable Prospectus may be resumed, and, if so
directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies in such Holder's possession, other than permanent
file copies then in such Holder's possession, of the Prospectus covering such
Registrable Notes or Exchange Notes, as the case may be, current at the time of
receipt of such notice. If the Company shall give any such notice to suspend the
disposition of Registrable Notes or Exchange Notes, as the case may be, pursuant
to a Registration Statement, the Company shall use its reasonable best efforts
to file and have declared effective (if an amendment), as soon as practicable
after the resolution of the related matters, an amendment or supplement to the
Registration Statement and shall extend the period during which such
Registration Statement is required to be maintained effective and the Prospectus
usable for resales pursuant to this Agreement by the number of days in the
period from and including the date of the giving of such notice to and including
the date when the Company shall have made available to the Holders (x) copies of
the supplemented or amended Prospectus necessary to resume such dispositions or
(y) the Advice.

       4. INDEMNIFICATION AND CONTRIBUTION. (a) In connection with a Shelf
Registration Statement or in connection with any delivery of a Prospectus
contained in an Exchange Offer Registration Statement by any Participating
Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange
Notes, to the extent permitted by law, the Company shall indemnify and hold
harmless each Holder of Registrable Notes included within any such Shelf
Registration Statement and each Participating Broker-Dealer or Initial Purchaser
selling Exchange Notes, its officers and directors and each Person, if any, who
controls any such Person within the meaning of Section 15 of the Securities Act,
against any and all losses, claims, damages or liabilities, joint or several, to
which you, they or any of you or them may become subject under the Exchange Act
or otherwise, and to reimburse you and such controlling person or persons, if
any, for any legal or other expenses incurred by you or them in connection with
defending any action, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any alleged untrue statement or untrue
statement of a material fact contained in any Registration Statement or in any
Prospectus, or if the Company shall furnish or cause to be furnished to you any
amendments or any supplements to any Prospectus, in any Prospectus covering
Registrable Notes or Exchange Notes, as applicable, as so amended or
supplemented, or arise out of or are based upon any alleged omission or omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any such
alleged untrue statement or omission, or untrue statement or omission which was
made in a Registration Statement or in a Prospectus, or in such Prospectus as so
amended or supplemented, in reliance upon and in conformity with information
furnished in writing to the Company by or through any Initial Purchaser or
Participating Broker-Dealer expressly for use therein or with any statements in
or omissions from that part of the Registration Statement that shall constitute
the Statement of Eligibility under the Trust Indenture Act of any indenture
trustee under an indenture of the Company, and except that this indemnity shall
not inure to the benefit of any Participating Broker-Dealer and Initial
Purchaser (or of any person controlling any Initial Purchaser or Participating
Broker-Dealer) on account of any losses, claims, damages, liabilities or actions
arising from the sale of the Notes to any person if such loss arises from the
fact that a copy of the Prospectus, as the same may then be supplemented or
amended to the extent such Prospectus was

                                       17


<PAGE>

provided to such Initial Purchaser or Participating Broker-Dealer by the Company
(excluding, however, any document then incorporated or deemed incorporated
therein by reference), was not sent or given by such Initial Purchaser or
Participating Broker-Dealer to such person with or prior to the written
confirmation of the sale involved and the alleged omission or alleged untrue
statement or omission or untrue statement was corrected in the Prospectus as
supplemented or amended at the time of such confirmation, and such Prospectus,
as amended or supplemented, was timely delivered to such Initial Purchaser or
Participating Broker-Dealer by the Company. Each Initial Purchaser or
Participating Broker-Dealer agrees promptly after the receipt by such Initial
Purchaser or Participating Broker-Dealer of written notice of the commencement
of any action in respect to which indemnity from the Company on account of its
agreement contained in this Section 4(a) may be sought by such Initial Purchaser
or Participating Broker-Dealer, or by any person controlling such Initial
Purchaser or Participating Broker-Dealer, to notify the Company in writing of
the commencement thereof, but the omission so to notify the Company of any such
action shall not release the Company from any liability which it may have to
such Initial Purchaser or Participating Broker-Dealer or to such controlling
person otherwise than on account of the indemnity agreement contained in this
Section 4(a). In case any such action shall be brought against any Initial
Purchaser or Participating Broker-Dealer or any such person controlling any
Initial Purchaser or Participating Broker-Dealer or such Initial Purchaser or
Participating Broker-Dealer shall notify the Company of the commencement
thereof, as above provided, the Company shall be entitled to participate in,
and, to the extent that it shall wish, including the selection for counsel (such
counsel to be reasonably acceptable to the indemnified party), to direct the
defense thereof at its own expense. In case the Company elects to direct such
defense and selects such counsel (hereinafter, Company's counsel), such Initial
Purchaser or Participating Broker-Dealer or any controlling person shall have
the right to employ its own counsel, but in any such case, the fees and expenses
of such counsel shall be at the expense of such Initial Purchaser or
Participating Broker-Dealer or controlling person unless (i) the Company has
agreed in writing to pay such fees and expenses or (ii) the named parties to any
such action (including any impleaded parties) include both such Initial
Purchaser or Participating Broker-Dealer or any controlling person and the
Company and such Initial Purchaser or Participating Broker-Dealer or any
controlling person shall have been advised by its counsel that a conflict of
interest between the Company and such Initial Purchaser or Participating
Broker-Dealer or any controlling person may arise (and the Company's counsel
shall have concurred in good faith with such advice) and for this reason it is
not desirable for the Company's counsel to represent both the indemnifying party
and the indemnified party (it being understood, however, that the Company shall
not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for such Initial Purchaser
or Participating Broker-Dealer or any controlling person (plus any local counsel
retained by such Initial Purchaser or Participating Broker-Dealer or any
controlling person in their reasonable judgment), which firm (or firms) shall be
designated in writing by such Initial Purchaser or Participating Broker-Dealer
or any controlling person).

              (b) Each Initial Purchaser or Participating Broker-Dealer agrees,
to the extent permitted by law, severally and not jointly, to indemnify, hold
harmless and reimburse the Company, its directors and such of its officers as
shall have signed any Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act, to
the same extent and upon the same terms as the indemnity agreement of the

                                       18


<PAGE>

Company set forth in Section 4(a) hereof , but only with respect to untrue
statements or alleged untrue statements or omissions or alleged omissions made
in a Registration Statement, or in a Prospectus, or in such Prospectus as
amended or supplemented, in reliance upon and in conformity with information
furnished in writing to the Company by an Initial Purchaser or Participating
Broker-Dealer expressly for use therein. The Company agrees promptly after the
receipt by it of written notice of the commencement of any action in respect to
which indemnity from such Initial Purchaser or Participating Broker-Dealer on
account of your agreement contained in this Section 4(b) may be sought by the
Company, or by any person controlling the Company, to notify such Initial
Purchaser or Participating Broker-Dealer in writing of the commencement thereof,
but the Company's omission so to notify such Initial Purchaser or Participating
Broker-Dealer of any such action shall not release such Initial Purchaser or
Participating Broker-Dealer from any liability which you may have to the Company
or to such controlling person otherwise than on account of the indemnity
agreement contained in this Section 4(b).

              (c) If recovery is not available or insufficient under Section
4(a) or 4(b) hereof for any reason other than as specified therein, the
indemnified party shall be entitled to contribution for any and all losses,
claims, damages, liabilities and expenses for which such indemnification is so
unavailable or insufficient under this Section 4(c). In determining the amount
of contribution to which such indemnified party is entitled, there shall be
considered the portion of the proceeds of the offering of the Notes realized,
the relative knowledge and access to information concerning the matter with
respect to which the claim was asserted, the opportunity to correct and prevent
any statement or omission, and any equitable considerations appropriate under
the circumstances. The Company and the Holders agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation (even if the Holders were treated as one entity for such
purpose) without reference to the considerations called for in the previous
sentence. No Initial Purchaser or Participating Broker-Dealer or any person
controlling such Initial Purchaser or Participating Broker-Dealer shall be
obligated to contribute any amount or amounts hereunder which in the aggregate
exceed the total price of the Notes purchased by such Initial Purchaser or
Participating Broker-Dealer less the aggregate amount of any damages which such
Initial Purchaser or Participating Broker-Dealer and its controlling persons
have otherwise been required to pay in respect of the same claim or any
substantially similar claim. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. An Initial Purchaser's or Participating Broker-Dealer's
obligation to contribute under this Section 4 is in proportion to its purchase
obligations under the Purchase Agreement and not joint with any other Initial
Purchaser or Participating Broker-Dealer.

              (d) No indemnifying party shall, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which contribution could be sought under this Section 4
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding

                                       19


<PAGE>

or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of such indemnified party.

              (e) In no event shall any indemnifying party shall have any
liability or responsibility in respect of the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened
action or claim effected without its prior written consent.

              The agreements contained in this Section 4 hereof shall remain in
full force and effect regardless of any investigation made by or on behalf of
any Person.

       5. PARTICIPATION IN AN UNDERWRITTEN REGISTRATION. No Holder may
participate in an underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Notes on the basis provided in the
underwriting arrangement approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.

       6. SELECTION OF UNDERWRITERS. The Holders of Registrable Notes covered by
the Shelf Registration Statement who desire to do so may sell the Notes covered
by such Shelf Registration in an underwritten offering, subject to the
provisions of Section 3(l) hereof. In any such underwritten offering, the
underwriter or underwriters and manager or managers that will administer the
offering will be selected by the Holders of a majority in aggregate principal
amount of the Registrable Notes included in such offering; PROVIDED, HOWEVER,
that such underwriters and managers must be reasonably satisfactory to the
Company.

       7. MISCELLANEOUS.

              (a) RULE 144 AND RULE 144A. For so long as the Company is subject
to the reporting requirements of Section 13 or 15 of the Exchange Act and any
Registrable Notes remain outstanding, the Company will file the reports required
to be filed by it under the Securities Act and Section 13(a) or 15(d) of the
Exchange Act and the rules and regulations adopted by the SEC thereunder;
PROVIDED, HOWEVER, that if the Company ceases to be so required to file such
reports, it will, upon the request of any Holder of Registrable Notes, (a) make
publicly available such information as is necessary to permit sales of its
securities pursuant to Rule 144 under the Securities Act, (b) deliver such
information to a prospective purchaser as is necessary to permit sales of its
securities pursuant to Rule 144A under the Securities Act, and (c) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Notes without registration under the Securities Act within the limitation of the
exemptions provided by (i) Rule 144 under the Securities Act, as such rule may
be amended from time to time, (ii) Rule 144A under the Securities Act, as such
rule may be amended from time to time, or (iii) any similar rules or regulations
hereafter adopted by the SEC. Upon the request of any Holder of Registrable
Notes, the Company will deliver to such Holder a written statement as to whether
it has complied with such requirements.

                                       20


<PAGE>

              (b) NO INCONSISTENT AGREEMENTS. The Company has not entered into,
nor will the Company on or after the date of this Agreement enter into, any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof without the written consent of Holders of a majority in aggregate
principal amount of the outstanding Registrable Notes. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's other issued and outstanding
securities under any such agreements.

              (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority in aggregate principal amount of the outstanding Registrable Notes
affected by such amendment, modification, supplement, waiver or departure;
PROVIDED that no amendment, modification or supplement or waiver or consent to
the departure with respect to the provisions of Section 4 hereof shall be
effective as against any Holder of Registrable Notes unless consented to in
writing by such Holder of Registrable Notes. Notwithstanding the foregoing
sentence, (i) this Agreement may be amended, without the consent of any Holder
of Registrable Notes, by written agreement signed by the Company and the
Representatives, to cure any ambiguity, correct or supplement any provision of
this Agreement that may be inconsistent with any other provision of this
Agreement or to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be inconsistent with other
provisions of this Agreement, (ii) this Agreement may be amended, modified or
supplemented, and waivers and consents to departures from the provisions hereof
may be given, by written agreement signed by the Company and the Representatives
to the extent that any such amendment, modification, supplement, waiver or
consent is, in their reasonable judgment, necessary or appropriate to comply
with applicable law and regulation (including any interpretation of the Staff of
the SEC) or any change therein and (iii) to the extent any provision of this
Agreement relates to an Initial Purchaser, such provision may be amended,
modified or supplemented, and waivers or consents to departures from such
provisions may be given, by written agreement signed by such Initial Purchaser
and the Company.

              (d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 7(d), which address initially is, with respect to the Initial
Purchasers:

              Lehman Brothers Inc.
              745 Seventh Avenue
              New York, NY 10019
              Attention:  Debt Capital Markets Group

              Salomon Smith Barney Inc.
              388 Greenwich Street
              New York, NY  10013
              Attention:  Henry A. Clark III

                                       21

<PAGE>

and (ii) if to the Company, initially at the Company's address:

              AEP Texas Central Company
              c/o American Electric Power Service Corporation
              1 Riverside Plaza
              Columbus, OH  43215
              Attn:  A.A. Pena, Treasurer

and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 7(d).

              All such notices and communications shall be deemed to have been
duly given at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

              Copies of all such notices, demands, or other communications shall
be concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

              (e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of the
Initial Purchasers, including, without limitation and without the need for an
express assignment, subsequent Holders; PROVIDED, HOWEVER, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Notes in violation of the terms of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Registrable Notes in
any manner, whether by operation of law or otherwise, such Registrable Notes
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Notes, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof.

              (f) THIRD PARTY BENEFICIARIES. Each Holder of Registrable Notes
and Exchange Notes and any Participating Broker-Dealer shall be third party
beneficiaries of the agreements made hereunder among the Initial Purchasers and
the Company, and the Initial Purchasers shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of such holders hereunder.

              (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

              (h) HEADINGS. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

              (i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
MADE IN THE STATE OF NEW YORK. THE VALIDITY AND

                                       22


<PAGE>

INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

              (j) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

              (k) NOTES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or its Affiliates
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                                       23
<PAGE>



              IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                                AEP TEXAS CENTRAL COMPANY

                                                By:      /S/ SUSAN TOMASKY
                                                       Name:  Susan Tomasky
                                                       Title:    Vice President
Confirmed and accepted as of
the date first above written:


For themselves and as Representative of the
several Initial Purchasers


LEHMAN BROTHERS INC.

By:__/s/ Gregory J. Hall_____
     Name:  Gregory J. Hall
     Title:    Managing Director



SALOMON SMITH BARNEY INC.

By:__/s/ Yukari Saegusa_______
     Name:  Yukari Saegusa
     Title:    Vice President