EXHIBIT 4(c)


                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of February 1, 2003 by and among AEP Texas North 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 $225,000,000 aggregate principal amount of 5.50% Senior Notes, Series
A due 2013 (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:

         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.

<PAGE>

         "EXCHANGE NOTES" shall mean the 5.50% Senior Notes, Series B due 2013
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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<PAGE>

         "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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<PAGE>

         "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.


                                       4
<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; 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

         (iv) 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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<PAGE>

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 or


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<PAGE>

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


                                       7
<PAGE>

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


                                       8
<PAGE>

         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 March 1 or
September 1, 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


                                       9
<PAGE>

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. (b) 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 North 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 NORTH 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