Exhibit 4(c)



                                REMARKETING AGREEMENT 



               REMARKETING AGREEMENT, dated as of October 21, 1998 (the
          "REMARKETING AGREEMENT"), among Texas Utilities Company, a Texas
          corporation (the "COMPANY"), and Salomon Smith Barney Inc.
          ("SALOMON SMITH BARNEY" and, in its capacity as the remarketing
          dealer hereunder, the "REMARKETING DEALER").

               WHEREAS, the Company will issue $375,000,000 aggregate
          principal amount of its 5.94% MAndatory Putable/remarketable
          Securities (the "MAPS SM"), pursuant to an Indenture (For
          Unsecured Debt Securities Series F), dated as of October 1, 1998
          (together with any amendments or supplements thereto, the
          "INDENTURE"), between the Company and The Bank of New York, as
          trustee (the "TRUSTEE"); and

               WHEREAS, the MAPS are being sold initially pursuant to an
          underwriting agreement, dated October 14, 1998 (the "UNDERWRITING
          AGREEMENT"), between the Company and the underwriters specified
          therein; and

               WHEREAS, the Company has filed with the Securities and
          Exchange Commission (the "COMMISSION") a registration statement
          on Form S-3 (No. 333-56055) under the Securities Act of 1933, as
          amended (together with the rules and regulations of the
          Commission thereunder (the "SECURITIES ACT")), in connection with
          the offering of securities, including the MAPS, which
          registration statement, as amended, was declared effective by
          order of the Commission on June 29, 1998, has filed Post-
          Effective Amendment No. 1 to such registration statement, which
          Post-Effective Amendment No. 1 became effective on July 13, 1998,
          has filed Post-Effective Amendment No. 2 to such registration
          statement, which Post-Effective Amendment No. 2 became effective
          on July 21, 1998, and has filed such amendments thereto and such
          amended prospectuses as may have been required to the date
          hereof, and will file such additional amendments thereto and such
          additional amended prospectuses as may hereafter be required
          (such registration statement and any amendments thereto including
          any prospectus relating to the offering of MAPS by the Company
          constituting a part thereof, and all documents incorporated
          therein by reference, as from time to time amended or
          supplemented pursuant to the Securities Exchange Act of 1934, as
          amended (together with the rules and regulations of the
          Commission thereunder (the "EXCHANGE ACT")), the Securities Act,
          or otherwise, are referred to herein as the "REGISTRATION
          STATEMENT" and the "PROSPECTUS," respectively, except that if
          (i) any new registration statement shall be filed by the Company
          with respect to the remarketing of the MAPS, the term
          "Registration Statement" shall refer to such registration
          statement from and after the date it is declared effective by the
          Commission and (ii) any prospectus shall be provided to the
          Remarketing Dealer by the Company for use in connection with the


          --------------------
          "MAPS SM" is a service mark owned by Salomon Smith Barney Inc.


     <PAGE>

          remarketing of the MAPS which differs from the Prospectus filed
          with the Commission in connection with the initial sale of the
          MAPS (whether or not such revised prospectus is required to be
          filed by the Company pursuant to Rule 424 of the Securities Act)
          the term "PROSPECTUS" shall refer to such revised prospectus from
          and after the time it is first provided to the Remarketing Dealer
          for such use; and

               WHEREAS, Salomon Smith Barney will pay a premium to the
          Company for, and the Company will grant to Salomon Smith Barney,
          the right to purchase from the holders and remarket the MAPS on
          October 15, 2001 and, if the Company elects October 15, 2001 to
          be the Interim Period Remarketing Date (as defined herein), on
          the Final Period Remarketing Date (as defined herein) (each, a
          "REMARKETING DATE"); and

               WHEREAS, Salomon Smith Barney is prepared to act as the
          Remarketing Dealer with respect to the remarketing of the MAPS on
          any Remarketing Date in accordance with the terms and subject to
          the conditions set forth in this Agreement;

               NOW, THEREFORE, for and in consideration of the covenants
          herein made, and subject to the conditions herein set forth, the
          parties hereto agree as follows:

               SECTION 1. Definitions.  Capitalized terms used and not
          defined in this Agreement shall have the meanings assigned to
          them in the Indenture (including the form of the MAPS) or the
          Underwriting Agreement, as applicable.

               SECTION 2. Representations and Warranties.  (a) The Company
          represents and warrants to the Remarketing Dealer as of the date
          hereof that the representations and warranties contained in the
          Underwriting Agreement are true and correct with the same force
          and effect as though expressly made at and as of the date hereof.

               (b)  The Company further represents and warrants to the
          Remarketing Dealer as of the Notification Date (as defined
          herein), the Determination Date (as defined herein), the second
          Business Day prior to October 15, 2001 (if October 15, 2001 is
          the Interim Period Remarketing Date), October 15, 2001 and the
          Final Period Remarketing Date:

                    (i)  the applicable Remarketing Materials (as defined
               herein) will, as of any Remarketing Date, comply as to form
               in all material respects with the Securities Act, the
               Exchange Act and the Trust Indenture Act and will not, as of
               any Remarketing Date, include an untrue statement of
               material fact or omit to state a material fact required to
               be stated therein or necessary in order to make the
               statements therein, in light of the circumstances under
               which they were made, not misleading;

                    (ii) the consummation of the transactions herein
               contemplated and the fulfillment of the terms hereof will
               not result in a breach of any of the terms or provisions of,
               or constitute a default under, any indenture, mortgage, deed


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     <PAGE>

               of trust,  charter, by-laws or other agreement or instrument
               to which the Company is now a party; and

                    (iii)  each direct and indirect material subsidiary of
               the Company has been incorporated and is validly existing as
               a corporation in good standing under the laws of the
               jurisdiction of its incorporation, has the corporate power
               and authority to own, lease and operate its properties and
               to conduct its business as presently conducted and as set
               forth in or contemplated by the Prospectus, and is qualified
               as a foreign corporation to transact business and is in good
               standing in each jurisdiction in which such qualification is
               required, whether by reason of the ownership or leasing of
               property or the conduct of business, except where the
               failure to so qualify or be in good standing would not have
               a material adverse effect on the business, property or
               financial condition of the Company and its subsidiaries,
               considered as a whole; except as otherwise set forth in or
               contemplated by the Remarketing Materials, all of the issued
               and outstanding shares of capital stock of direct and
               indirect material subsidiaries of the Company have been
               authorized and validly issued, are fully paid and non-
               assessable and (except for any directors' qualifying shares)
               are owned by the Company, directly or through its
               subsidiaries, free and clear of any security interest,
               mortgage, pledge, lien, encumbrance, claim or equity; and
               none of the outstanding shares of capital stock of such
               material subsidiaries was issued in violation of preemptive
               or other similar rights arising by operation of law, under
               the charter or by-laws of any subsidiary or under any
               agreement to which the Company or any subsidiary is a party.

               (c)  Additional Certifications.  Any certificate signed by
          any director or officer of the Company and delivered to the
          Remarketing Dealer or to counsel for the Remarketing Dealer in
          connection with the remarketing of the MAPS shall be deemed a
          representation and warranty as of the date thereof by the Company
          to the Remarketing Dealer as to the matters covered thereby.

               SECTION 3. Covenants of the Company.  The Company covenants
          with the Remarketing Dealer as follows:

               (a)  The Company will provide prompt notice by telephone,
          confirmed in writing (which may include facsimile or other
          electronic transmission), to the Remarketing Dealer (i) if,
          during the Remarketing Period (as defined herein), the Company's
          senior unsecured debt shall be rated below "Baa3" in the case of
          Moody's Investors Service and "BBB-" by Standard & Poor's Ratings
          Group or the equivalent thereof by each such rating agency at
          that time, (ii) of the occurrence at any time of any event set
          forth in Sections 8(c)(i), (iii) and (vi) of this Agreement or
          (iii) of the occurrence during the Remarketing Period of any
          event relating specifically to the Company set forth in Sections
          8(c)(ii), (iv) and (vii) of this Agreement.

               (b)  The Company will furnish to the Remarketing Dealer:


                                      -3-
     <PAGE>

                    (i)  the Registration Statement and the Prospectus
               (including in each case any amendment or supplement thereto
               and each document incorporated therein by reference); and

                    (ii) each document filed by the Company pursuant to
               Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
               ("EXCHANGE ACT DOCUMENT") after the date hereof.

               The Company agrees to provide the Remarketing Dealer with as
          many copies of the foregoing written materials and other Company-
          approved information as the Remarketing Dealer may reasonably
          request for use in connection with the remarketing of MAPS and
          consents to the use thereof for such purpose.

               (c)  If, at any time during the period commencing 15 days
          prior to the first day which could be the Notification Date (as
          defined herein) to the later of (i) October 15, 2001, (ii) if
          October 15, 2001 is the Interim Period Remarketing Date, the
          Final Period Remarketing Date or (iii) such later date, if any,
          as Remarketing Materials (as defined herein) may be required to
          be delivered in connection with the remarketing of MAPS by the
          Remarketing Dealer (the "REMARKETING PERIOD"), any event or
          condition known to the Company relating to or affecting the
          Company, any subsidiary thereof or the MAPS shall occur which
          could reasonably be expected to cause any Registration Statement
          with respect to, or any Prospectus to be delivered in connection
          with, any remarketing of the MAPS or any of the reports,
          documents, materials or information referred to in paragraph
          3(b)(ii) above or any document incorporated therein by reference
          (collectively, the "REMARKETING MATERIALS") to contain an untrue
          statement of a material fact or omit to state a material fact,
          the Company shall promptly notify the Remarketing Dealer in
          writing of the circumstances and details of such event or
          condition.

               (d)  So long as the MAPS are outstanding, the Company will
          file all documents required to be filed with the Commission
          pursuant to the Exchange Act within the time periods required by
          the Exchange Act.

               (e)  In connection with any remarketing of the MAPS, if and
          to the extent required (in the opinion of counsel for either the
          Remarketing Dealer or the Company) by applicable law, regulations
          or interpretations in effect at the time of such remarketing, the
          Company (i) shall use its reasonable efforts to have a
          Registration Statement relating to the MAPS declared effective
          under the Securities Act no later than the applicable Remarketing
          Date and (ii) shall furnish a current Prospectus and/or
          Prospectus supplement to be used in such remarketing by the
          Remarketing Dealer; if a new Registration Statement or a new,
          amended or supplemented Prospectus is required, the Company also
          shall furnish to the Remarketing Dealer an officer's certificate,
          opinions of Company counsel and letters of the Company's
          independent accountants, in each case, in form and substance
          reasonably satisfactory to counsel for the Remarketing Dealer, of
          the same tenor as the officer's certificate, opinions of counsel
          and letters of independent accountants delivered pursuant to the
          Underwriting Agreement, but modified to relate to such new
          Registration Statement or new, amended or supplemented


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     <PAGE>


          Prospectus.  If during such period of time (not exceeding nine
          months) after any Remarketing Date as in the opinion of counsel
          for the Remarketing Dealer a prospectus is required by the
          Securities Act to be delivered in connection with sales of the
          MAPS, any event known to the Company relating to or affecting the
          Company or of which the Company shall be advised in writing by
          the Remarketing Dealer shall occur that in the Company's
          reasonable opinion after consultation with counsel for the
          Remarketing Dealer should be set forth in a supplement to, or an
          amendment of, the Prospectus in order to make the Prospectus not
          misleading in the light of the circumstances when it is delivered
          to a purchaser, the Company will, at its expense, amend or
          supplement the Prospectus by either (i) preparing and furnishing
          to you at the Company's expense a reasonable number of copies of
          a supplement or supplements or an amendment or amendments to the
          Prospectus or (ii) making an appropriate filing pursuant to the
          Exchange Act, which will supplement or amend the Prospectus so
          that, as supplemented or amended, it will not contain any untrue
          statement of a material fact or omit to state any material fact
          necessary in order to make the statements therein, in the light
          of the circumstances when the Prospectus is delivered to a
          purchaser, not misleading; provided that should such event relate
          solely to the activities of the Remarketing Dealer, then the
          Remarketing Dealer shall assume the expense of preparing and fur-
          nishing any such amendment or supplement.  In case the
          Remarketing Dealer is required to deliver a prospectus after the
          expiration of nine months from the applicable Remarketing Date,
          the Company, upon the Remarketing Dealer's request, will furnish
          to the Remarketing Dealer, at its expense, a reasonable quantity
          of a supplemental prospectus or supplements to the Prospectus
          complying with Section 10(a) of the Securities Act.

               (f)  The Company agrees that neither it nor any of its
          subsidiaries or affiliates shall defease, purchase or otherwise
          acquire, or enter into any agreement to defease, purchase or
          otherwise acquire, any of the MAPS prior to the remarketing
          thereof by the Remarketing Dealer on October 15, 2001 (if such
          date is not the Interim Period Remarketing Date) or the Final
          Period Remarketing Date (if October 15, 2001 is the Interim
          Period Remarketing Date), or other than pursuant to Section 4(h)
          or 4(i) of this Agreement.

               (g)  Notwithstanding any provision to the contrary set forth
          in the Indenture, the Company shall, prior to the end of the
          Remarketing Period, (i) use its best efforts to maintain the MAPS
          in book-entry form with The Depository Trust Company ("DTC") or
          any successor thereto and to appoint a successor depositary to
          the extent necessary to maintain the MAPS in book-entry form, and
          (ii) waive any discretionary right it otherwise has under the
          Indenture to cause the MAPS to be issued in certificated form.

               (h)  In connection with any remarketing, the Company will
          furnish such proper information as may be lawfully required and
          otherwise cooperate in qualifying the MAPS for offer and sale
          under the blue-sky laws of such jurisdictions as the Remarketing
          Dealer may designate, provided that the Company shall not be
          required to qualify as a foreign corporation or dealer in se-
          curities, to file any consents to service of process under the
          laws of any jurisdiction, or to meet any other requirements
          deemed by the Company to be unduly burdensome.


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      <PAGE>

               (i)  The Company will, except as herein provided, pay all
          fees, expenses and taxes (except transfer taxes) in connection
          with (i) the preparation and any filing by it of any new
          Registration Statement or Prospectus required pursuant to Section
          3(e) hereof, (ii) the qualification of the MAPS under blue-sky
          laws (including counsel fees not to exceed $7,500) and (iii) the
          printing and delivery to the Remarketing Dealer of reasonable
          quantities of such new Registration Statement and Prospectus and,
          except as provided in Section 3(e) hereof, of any amendments or
          supplements thereto.  The Company shall not, however, be required
          to pay any amount for any expenses of the Remarketing Dealer,
          except as set forth in Section 10(d) hereof.

               (j)  The Company will comply with any reasonable request of
          the Remarketing Dealer pursuant to Section 4(i) hereof to modify
          the tender and settlement procedures set forth in the Indenture.

               (k)  During the Remarketing Period, the Company will furnish
          to the Remarketing Dealer such information as the Remarketing
          Dealer may reasonably request from time to time, in such form as
          the Remarketing Dealer may reasonably request, including, but not
          limited to, information with respect to the financial condition
          of the Company or any material subsidiary thereof.

               SECTION 4. Appointment and Obligations of the Remarketing
          Dealer.  (a)  Unless this Agreement is otherwise terminated in
          accordance with Section 10 hereof, in accordance with the terms,
          but subject to the conditions, of this Agreement, the Company
          hereby appoints Salomon Smith Barney, and Salomon Smith Barney
          hereby accepts such appointment, as the exclusive Remarketing
          Dealer with respect to $375,000,000 aggregate principal amount of
          MAPS, subject further to repurchase of the MAPS in accordance
          with clause (h) of this section or redemption of the MAPS in
          accordance with clause (i) of this section.  In consideration of
          the right to require mandatory tender of the MAPS in accordance
          with the terms of the Indenture, Salomon Smith Barney will pay
          the Company the premium set forth in Schedule I to the
          Underwriting Agreement in accordance with Section 4 of the
          Underwriting Agreement.

               (b)  It is expressly understood and agreed by the parties
          hereto that the obligations of the Remarketing Dealer hereunder
          with respect to the MAPS to be remarketed on any Remarketing Date
          are conditioned on (i) the issuance and delivery of such MAPS
          pursuant to the terms and conditions of the Underwriting
          Agreement and (ii) the Remarketing Dealer's election on the
          Notification Date to purchase the MAPS for remarketing on the
          Remarketing Date.  It is further expressly understood and agreed
          by and between the parties hereto that, if the Remarketing Dealer
          has elected to remarket the MAPS pursuant to clause (c) below and
          except as otherwise set forth in Section 10 of this Agreement,
          the Remarketing Dealer shall not be obligated to set a new
          interest rate on the MAPS (the "INTEREST RATE TO MATURITY") for
          the period from and including  October 15, 2001 (if such date is
          not the Interim Period Remarketing Date) or the Final Period
          Remarketing Date (if October 15, 2001 is the Interim Period
          Remarketing Date) or a new interest rate on the MAPS (the


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      <PAGE>


          "INTERIM PERIOD INTEREST RATE") for the period from and including
          October 15, 2001 (if such date is the Interim Period Remarketing
          Date) to but excluding the Final Period Remarketing Date (the
          "INTERIM PERIOD"), to remarket any MAPS or to perform any of the
          other duties set forth herein at any time after the Notification
          Date if this Agreement shall have been terminated pursuant to
          Section 10(b) hereof.

               (c)  On a Business Day which is not earlier than 15 nor
          later than five Business Days prior to October 15, 2001 (the
          "NOTIFICATION DATE"), the Remarketing Dealer will notify the
          Company and the Trustee as to whether it elects to purchase the
          MAPS on  October 15, 2001.  If, and only if, the Remarketing
          Dealer so elects, the MAPS shall be subject to mandatory tender
          to the Remarketing Dealer for remarketing on the  October 15,
          2001 and, if the Company elects pursuant to clause (d) below that 
          October 15, 2001 be the Interim Period Remarketing Date, on the
          Final Period Remarketing Date subject to the conditions described
          herein.

               (d)  If the Remarketing Dealer gives notice of its intention
          to purchase the MAPS on  October 15, 2001, then not later than
          4:00 p.m., New York City time, on the fourth Business Day prior
          to  October 15, 2001, the Company may notify the Remarketing
          Dealer, the Trustee and DTC by telephone, confirmed in writing
          that it elects  October 15, 2001 to be the Interim Period
          Remarketing Date.  The Company will be eligible to make such
          notification if at such time its senior unsecured debt is rated
          at least "Baa3" by Moody's Investors Service and "BBB-" by
          Standard & Poor's Ratings Group or the equivalent thereof by such
          rating agency at the time of such notification or if the
          Remarketing Dealer waives this requirement in its sole
          discretion.  If the Company does not provide such notification, 
          October 15, 2001 will be the only Remarketing Date and the
          Maturity Date will be October 15, 2011.  If the Company provides
          such notification, then (i) the Final Period Remarketing Date
          will be one of the 26 following one-week anniversary dates of 
          October 15, 2001 (or if any such day is not a Business Day, the
          next following Business Day) designated by the Company not later
          than the fifth Business Day prior to such one-week anniversary
          date (the "FINAL PERIOD REMARKETING DATE") except that, if the
          Company fails to so designate the Final Period Remarketing Date,
          the Final Period Remarketing Date will be the date that is 26
          weeks after  October 15, 2001 (or if such day is not a Business
          Day, the next following Business Day) and (ii) the Maturity Date
          of the MAPS will be the date that is the tenth anniversary of the
          Final Period Remarketing Date (whether or not a Business Day).

               (e)  Subject to the Remarketing Dealer's election to
          remarket the MAPS as provided in clause (c) above, (i) from and
          including October 15, 2001 (if such date is not the Interim
          Period Remarketing Date) or the Final Period Remarketing Date (if 
          October 15, 2001 is the Interim Period Remarketing Date), to but
          excluding the Maturity Date, the MAPS will bear interest at the
          Interest Rate to Maturity and (ii) during the Interim Period, if
          any, the MAPS will bear interest at the Interim Period Interest
          Rate.

               The Interest Rate to Maturity will be determined by the
          Remarketing Dealer by 3:30 p.m., New York City time, on the third
          Business Day immediately preceding October 15, 2001 (if such date


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      <PAGE>


          is not the Interim Period Remarketing Date) or the Final Period
          Remarketing Date (if October 15, 2001 is the Interim Period
          Remarketing Date) (the "DETERMINATION DATE"), to the nearest one
          hundred-thousandth (0.00001) of one percent per annum, and will
          be equal to the sum of 4.59% per annum (the "BASE RATE") plus the
          Applicable Spread (as defined herein).

               The "APPLICABLE SPREAD" shall be the lowest firm commitment
          bid, expressed as a spread (in the form of a percentage or number
          of basis points) above the Base Rate, obtained by the Remarketing
          Dealer on the Determination Date from the bids quoted by five
          Reference Corporate Dealers (as defined herein) for the full
          aggregate principal amount of the MAPS at the Dollar Price (as
          defined herein), but assuming (i) that the purchase date is
          October 15, 2001 (if such date is not the Interim Period
          Remarketing Date) or the Final Period Remarketing Date (if
          October 15, 2001 is the Interim Period Remarketing Date) with
          settlement on such date without accrued interest, (ii) that the
          maturity date is the Maturity Date of the MAPS, and (iii) a
          stated annual interest rate, payable semi-annually, equal to the
          Base Rate plus the spread bid by the applicable Reference
          Corporate Dealer.  If fewer than five Reference Corporate Dealers
          bid as described above, then the Applicable Spread shall be the
          lowest of such firm commitment bids obtained as described above;
          provided, however, that the Remarketing Dealer shall obtain bids
          from at least three Primary Corporate Dealers.  The Interest Rate
          to Maturity announced by the Remarketing Dealer, absent manifest
          error, shall be binding and conclusive upon the beneficial owners
          and Holders of the MAPS, the Company and the Trustee.

               "DOLLAR PRICE" means, with respect to the MAPS, the present
          value, as of October 15, 2001, of the Remaining Scheduled
          Payments (as defined herein) discounted to October 15, 2001 on a
          semi-annual basis (assuming a 360-day year consisting of twelve
          30-day months) at the Treasury Rate (as defined herein), except
          that (i) in the case of the Final Period Remarketing Date, the
          Dollar Price will be the Adjusted Dollar Price (as defined
          herein) and (ii) in the case of October 15, 2001 or the Final
          Period Remarketing Date, the Dollar Price may be any other amount
          agreed to in writing by the Remarketing Dealer and the Company.

               "ADJUSTED DOLLAR PRICE" means, with respect to the Final
          Period Remarketing Date, the Dollar Price as of October 15, 2001
          (determined by the Remarketing Dealer on the third Business Day
          prior to October 15, 2001) plus the product of (i) such Dollar
          Price less the aggregate principal amount of MAPS outstanding as
          of October 15, 2001, (ii) the weighted average per annum Interim
          Period Interest Rate for the Interim Period, and (iii) the number
          of days in the Interim Period divided by 360.

               "REFERENCE CORPORATE DEALERS" means each of Salomon Smith
          Barney Inc., CIBC Oppenheimer Corp., Lehman Brothers Inc., Morgan
          Stanley & Co. Incorporated and a fifth Reference Corporate Dealer
          to be selected by the Company and their respective successors;
          provided, however, that if any of the foregoing or their
          affiliates shall cease to be a leading dealer of publicly traded
          debt securities of the Company in The City of New York ("PRIMARY


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          CORPORATE DEALER"), the Remarketing Dealer shall substitute
          therefor another Primary Corporate Dealer.

               "REMAINING SCHEDULED PAYMENTS" means, with respect to the
          MAPS, the remaining scheduled payments of the principal thereof
          and interest thereon calculated at the Base Rate only, that would
          be due after October 15, 2001 to and including  October 15, 2011,
          assuming that the Company did not elect  October 15, 2001 to be
          the Interim Period Remarketing Date; provided, however, that if
          October 15, 2001 is not an Interest Payment Date with respect to
          the MAPS, the amount of the next succeeding scheduled interest
          payment thereon, calculated at the Base Rate only, will be
          reduced by the amount of interest accrued thereon, calculated at
          the Base Rate only, to October 15, 2001.

               "TREASURY RATE" means the rate per annum equal to the semi-
          annual equivalent yield to maturity or interpolated (on a day
          count basis) yield to maturity of the Comparable Treasury Issues
          (as defined herein), assuming a price for the Comparable Treasury
          Issues (expressed as a percentage of its principal amount), equal
          to the Comparable Treasury Price (as defined herein).

               "COMPARABLE TREASURY ISSUES" means the United States
          Treasury security or securities selected by the Remarketing
          Dealer as having an actual or interpolated maturity or maturities
          comparable to the remaining term of the MAPS being purchased.

               "COMPARABLE TREASURY PRICE" means (a) the offer prices for
          the Comparable Treasury Issues (expressed in each case as a
          percentage of its principal amount) on the third business day
          prior to  October 15, 2001, as set forth on Telerate Page 500 (as
          defined herein) or (b) if such page (or any successor page) is
          not displayed or does not contain such offer prices on such date,
          (i) the average of the Reference Treasury Dealer Quotations,
          after excluding the highest and lowest of such Reference Treasury
          Dealer Quotations, or (ii) if the Remarketing Dealer obtains
          fewer than four such Reference Treasury Dealer Quotations, the
          average of all such Reference Treasury Dealer Quotations.

               "TELERATE PAGE 500" means the display designated as
          "Telerate Page 500" on Dow Jones Markets Limited (or such other
          page as may replace Telerate Page 500 on such service) or such
          other service displaying the offer prices specified in (a) above
          as may replace Dow Jones Markets Limited.  

               "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect
          to each Reference Treasury Dealer, the offer prices for the
          Comparable Treasury Issues (expressed in each case as a
          percentage of its principal amount) quoted in writing to the
          Remarketing Dealer by such Reference Treasury Dealer by 3:30
          p.m., on the Determination Date.

               "REFERENCE TREASURY DEALER" means each of Salomon Smith
          Barney Inc., CIBC Oppenheimer Corp., Lehman Brothers Inc., Morgan
          Stanley & Co. Incorporated and a fifth Reference Treasury Dealer
          to be selected by the Company and their respective successors;


                                      -9-
     <PAGE>


          provided, however, that if any of the foregoing or their
          affiliates shall cease to be a primary United States Government
          securities dealer in The City of New York ("PRIMARY TREASURY
          DEALER"), the Remarketing Dealer shall substitute therefor
          another Primary Treasury Dealer.

               The Interim Period Interest Rate for the Interim Period, if
          any, will be reset on each Interest Reset Date (as defined
          herein) during the Interim Period and will be equal to the
          Reference Rate (as defined herein) in respect of the applicable
          Interest Reset Date plus the Basic Spread (as defined herein), in
          each case as calculated by the Remarketing Dealer.  The Wednesday
          of each week during the Interim Period will be an "INTEREST RESET
          DATE." The "INTEREST DETERMINATION DATE" applicable to an
          Interest Reset Date will be the second Business Day preceding
          such Interest Reset Date. The interest rate in effect from and
          including October 15, 2001 (which is the first day of any Interim
          Period) to but excluding the first Interest Reset Date during
          such Interim Period will be determined as if October 15, 2001
          were an Interest Reset Date and the Interest Determination Date
          for such Interest Reset Date were the second Business Day prior
          to October 15, 2001.

               The "REFERENCE RATE" means one of the following reference
          rates selected by the Company and notified to the Remarketing
          Dealer no later than four Business Days prior to October 15,
          2001: (i) the per annum rate for deposits in U.S. dollars for a
          period of one week shown on Telerate page 3750 (or any successor
          page) at 11:00 a.m., London time, on the applicable Interest
          Determination Date, (ii) the per annum rate equal to the average
          of the federal funds rates shown on Telerate page 5 (or any
          successor page) as of 11:00 a.m., New York City time, on the
          applicable Interest Determination Date and each of the four
          Business Days prior to such Interest Determination Date, or (iii)
          the one-week "AA" non-financial commercial paper rate shown on
          the Internet world wide web page of the Board of Governors of the
          Federal Reserve System at www.bog.frb.fed.us/releases/CP/ (or any
          successor page) as of 11:00 a.m., New York City time, on the
          applicable Interest Determination Date.

               The "BASIC SPREAD" will be the lowest firm commitment bid
          expressed as a spread (in the form of a percentage or a number of
          basis points) above the Reference Rate, obtained by the
          Remarketing Dealer on the third Business Day prior to October 15,
          2001 from the bids quoted from five Reference Money Market
          Dealers (as defined herein) on such date for the full aggregate
          principal amount of the MAPS at a dollar price equal to par, but
          assuming (i) that the purchase date is  October 15, 2001, with
          settlement on such date without accrued interest, (ii) that the
          maturity date is the day that is 26 weeks from October 15, 2001,
          (iii) that the MAPS are callable by the Remarketing Dealer on a
          weekly basis after October 15, 2001, (iv) that the MAPS will be
          repurchased by the Company at par on the day that is 26 weeks
          from October 15, 2001 if not previously called by the Remarketing
          Dealer, and (v) a stated annual interest rate, payable on the
          Final Period Remarketing Date, equal to the Reference Rate plus
          the spread bid by the applicable Reference Money Market Dealer.

               "REFERENCE MONEY MARKET DEALERS" means each of Salomon Smith
          Barney Inc., CIBC Oppenheimer Corp., Lehman Brothers Inc., Morgan


                                      -10- 
     <PAGE>


          Stanley & Co. Incorporated and a fifth Reference Money Market
          Dealer to be selected by the Company and their respective
          successors; provided, however, that if any of the foregoing or
          their affiliates shall cease to be a leading dealer of publicly
          traded debt securities of the Company in The City of New York
          which is also a leading dealer in money market instruments
          ("PRIMARY MONEY MARKET DEALER"), the Remarketing Dealer shall
          substitute therefor another Primary Money Market Dealer.

               The Interim Period Interest Rates and the amount of interest
          payable on the Final Period Remarketing Date shall each be
          determined by the Remarketing Dealer and, absent manifest error,
          shall be binding and conclusive upon the beneficial owners and
          Holders of the MAPS, the Company and the Trustee.

               (f)  Subject to the Remarketing Dealer's election to
          remarket the MAPS as provided in clause (c) above, the
          Remarketing Dealer will notify the Company, the Trustee and DTC
          by telephone, confirmed in writing, by 4:00 p.m., New York City
          time, on the Determination Date, of the Interest Rate to Maturity
          and, if October 15, 2001 is the Interim Period Remarketing Date,
          the Remarketing Dealer will notify the Company, the Trustee and
          DTC by telephone, confirmed in writing, by 4:00 p.m., New York
          City time, on the second Business Day prior to October 15, 2001,
          of the Interim Period Interest Rate which will initially be in
          effect.

               (g)  In the event that the MAPS are remarketed as provided
          herein, the Remarketing Dealer shall make, or cause the Trustee
          to make, payment of the purchase price for such MAPS through DTC
          by the close of business on each Remarketing Date against
          delivery through DTC of MAPS.  The purchase price for the MAPS
          will be equal to 100% of the principal amount thereof.  The
          Company shall make, or cause the Trustee to make, payment of
          interest due on any Remarketing Date by book entry through DTC by
          the close of business on such Remarketing Date.

               (h)  Subject to Section 10(c) of this Agreement, in the
          event that (i) the Remarketing Dealer for any reason does not
          notify the Company of the Interest Rate to Maturity or the
          Interim Period Interest Rate by, (A) in the case of the Interest
          Rate to Maturity, 4:00 p.m., New York City time, on the
          Determination Date, or (B) in the case of the Interim Period
          Interest Rate, 4:00 p.m. New York City time, on the second
          business day prior to October 15, 2001, or (ii) prior to the
          fifth Business Day immediately preceding October 15, 2001, the
          Remarketing Dealer has resigned and no successor has been
          appointed on or before the third Business Day prior to October
          15, 2001, or (iii) at any time after the Remarketing Dealer
          elects on the Notification Date to remarket MAPS this Agreement
          is terminated by the Remarketing Dealer pursuant to Section 10
          hereof, or (iv) the Remarketing Dealer for any reason does not
          elect, by notice to the Company and the Trustee not later than
          the fifth Business Day immediately preceding October 15, 2001, 
          to purchase the MAPS for remarketing on October 15, 2001, or
          (v) the Remarketing Dealer for any reason does not purchase all
          MAPS tendered (or deemed to have been tendered) to it on any
          Remarketing Date, the Company shall repurchase the MAPS as a
          whole on any Remarketing Date at a price equal to 100% of the


                                      -11-
     <PAGE>


          principal amount of the MAPS plus all accrued and unpaid
          interest, if any, on the MAPS to such Remarketing Date.  In any
          such case, payment will be made by the Company by book-entry
          through DTC by the close of business on such Remarketing Date
          against delivery through DTC of the MAPS.

               (i)  If the Remarketing Dealer elects to remarket the MAPS
          as provided in clause (c) above, then not later than the fourth
          Business Day immediately preceding the applicable Remarketing
          Date, the Company shall notify the Remarketing Dealer and the
          Trustee if the Company irrevocably elects to exercise its right
          to redeem the MAPS, in whole but not in part, from the
          Remarketing Dealer on such Remarketing Date at the Optional
          Redemption Price.  The "OPTIONAL REDEMPTION PRICE" shall be the
          greater of (i) 100% of the principal amount of the MAPS and
          (ii) the Dollar Price as of the applicable Remarketing Date, plus
          in either case accrued and unpaid interest from the applicable
          Remarketing Date on the principal amount being redeemed to the
          date of redemption.  If the Company elects to redeem the MAPS, it
          shall pay the Optional Redemption Price to the Remarketing Dealer
          by book-entry transfer through DTC by the close of business on
          such Remarketing Date against delivery through DTC of the MAPS. 
          The Remarketing Dealer will determine the Optional Redemption
          Price and notify the Company, the Trustee and DTC by telephone,
          confirmed in writing, by 4:00 p.m., New York City time, on the
          third Business Day prior to the applicable Remarketing Date of
          the Optional Redemption Price.  Absent manifest error, the
          Optional Redemption Price determined by the Remarketing Dealer
          shall be binding upon the beneficial owners and Holders of the
          MAPS, the Company and the Trustee.

               (j)  The Remarketing Dealer may request that the Company, in
          accordance with the terms of the Indenture, modify the put and
          settlement procedures described above, including provisions for
          payment by purchasers of MAPS in the remarketing or for payment
          to sellers of tendered MAPS, (i) to the extent required by DTC or
          a successor securities depositary, (ii) if agreed to by the
          Remarketing Dealer in accordance with Section 8(c)(vi) of this
          Agreement, to the extent required to facilitate the remarketing
          of MAPS in certificated form, if the book-entry system is no
          longer available for the MAPS at the time of the remarketing, or
          (iii) to the extent required in the reasonable opinion of the
          Remarketing Dealer, to facilitate the settlement process .


               SECTION 5. Fees and Expenses.  Subject to Section 10 of this
          Agreement, for its services in performing its duties set forth
          herein, the Remarketing Dealer will not receive any fees or
          reimbursement of expenses from the Company.

               SECTION 6. Resignation of the Remarketing Dealer.  At its
          option, the Remarketing Dealer may resign and be discharged from
          its duties and obligations hereunder at any time prior to the
          twentieth Business Day prior to October 15, 2001, such
          resignation to be effective 10 Business Days after delivery of a
          written notice to the Company and the Trustee of such
          resignation.  The Remarketing Dealer also may resign and be
          discharged from its duties and obligations hereunder at any time,


                                      -12-
     <PAGE>


          such resignation to be effective immediately, upon termination of
          this Agreement in accordance with Section 10(b) hereof.  It shall
          be the sole obligation of the Company to appoint a successor
          Remarketing Dealer.

               SECTION 7. Dealing in the MAPS; Purchase of MAPS by the
          Company.  (a)  Salomon Smith Barney, when acting as the
          Remarketing Dealer or in its individual or any other capacity,
          may, to the extent permitted by law, buy, sell, hold and deal in
          any of the MAPS.  Salomon Smith Barney, as Holder or beneficial
          owner of the MAPS, may exercise any vote or join as a Holder or
          beneficial owner, as the case may be, in any action which any
          Holder or beneficial owner of MAPS may be entitled to exercise or
          take pursuant to the Indenture with like effect as if it did not
          act in any capacity hereunder.  The Remarketing Dealer, in its
          capacity either as principal or agent, may also engage in or have
          an interest in any financial or other transaction with the
          Company as freely as if it did not act in any capacity hereunder.

               (b)  The Company may purchase MAPS in the remarketing on 
          October 15, 2001 (if such date is not the Interim Period
          Remarketing Date) or the Final Period Remarketing Date (if
          October 15, 2001 is the Interim Period Remarketing Date),
          provided that the Interest Rate to Maturity established with
          respect to MAPS in such remarketing is not different from the
          Interest Rate to Maturity that would have been established if the
          Company had not purchased such MAPS.

               SECTION 8. Conditions to Remarketing Dealer's Obligations. 
          The obligations of the Remarketing Dealer under this Agreement
          have been undertaken in reliance on, and shall be subject to, (a)
          the due performance in all material respects by the Company of
          its obligations and agreements as set forth in this Agreement and
          the accuracy of the representations and warranties in this
          Agreement and any certificate delivered pursuant hereto, (b) the
          due performance in all material respects by the Company of its
          obligations and agreements set forth in, and the accuracy in all
          material respects as of the dates specified therein of the
          representations and warranties contained in, the Underwriting
          Agreement, and (c) the further condition that none of the
          following events shall have occurred after the Remarketing Dealer
          elects on the Notification Date to remarket the MAPS:

                    (i)  without the prior written consent of the
               Remarketing Dealer, the Indenture (including the MAPS) shall
               have been amended in any manner, or otherwise contain any
               provision not contained therein as of the date hereof, that
               in either case in the judgment of the Remarketing Dealer
               materially changes the nature of the MAPS or the remarketing
               procedures (it being understood that, notwithstanding the
               provisions of this clause (i), the Company shall not be
               prohibited from amending the Indenture);

                    (ii) (A) there shall have occurred any suspension or
               material limitation of trading in any of the Company's
               securities on the New York Stock Exchange, Inc. ("NYSE") or
               any general suspension of trading in securities on the NYSE,


                                      -13-
     <PAGE>


               the American Stock Exchange, Inc. ("AMEX") or the NASDAQ
               Stock Market, Inc. ("NASDAQ") or there shall have been
               established by the NYSE, AMEX or NASDAQ or by the Commission
               or by any federal or state agency or by the decision of any
               court, any general limitation on prices for such trading or
               any general restrictions on the distribution of securities,
               or a general banking moratorium declared by New York or
               federal authorities, or (B) there shall have occurred any
               (1) new material outbreak of hostilities or (2) new material
               other national or international calamity or crisis,
               including, but not limited to, an escalation of hostilities
               that existed prior to the Notification Date or (3) material
               adverse change in the financial markets in the United
               States, and the effect of any such event specified in
               clause (A) or (B) above on the financial markets of the
               United States shall be such as to make it impracticable, in
               the reasonable judgment of the Remarketing Dealer, for the
               Remarketing Dealer to remarket the MAPS or to enforce
               contracts for the sale of the MAPS;

                    (iii)     an Event of Default (as defined in the
               Indenture), or any event which, with the giving of notice or
               passage of time, or both, would constitute an Event of
               Default, with respect to the MAPS shall have occurred and be
               continuing;

                    (iv) there shall have occurred since the Notification
               Date or since the respective dates as of which information
               is given in the Exchange Act Documents a material adverse
               change in the business, property or financial condition of
               the Company and its subsidiaries, considered as a whole,
               whether or not in the ordinary course of business, that, in
               the reasonable judgment of the Remarketing Dealer,
               materially impairs the marketability of the MAPS;

                    (v)  if a prospectus is required under the Securities
               Act to be delivered in connection with any remarketing of
               the MAPS, the Company shall fail to furnish to the
               Remarketing Dealer on the applicable Remarketing Date the
               officer's certificate, opinions and comfort letters referred
               to in Section 3(e) of this Agreement and such other
               documents and opinions as counsel for the Remarketing Dealer
               may reasonably require for the purpose of enabling such
               counsel to pass upon the sale of MAPS in the remarketing as
               herein contemplated and related proceedings, or in order to
               evidence the accuracy and completeness of any of the
               representations and warranties, or the fulfillment of any of
               the conditions, herein contained; or 

                    (vi) prior to October 15, 2001 (if such date is not the
               Interim Period Remarketing Date) or the Final Period
               Remarketing Date (if October 15, 2001 is the Interim Period
               Remarketing Date), the MAPS are not maintained in book-entry
               form with DTC or any successor thereto; provided, that the
               Remarketing Dealer, in its sole discretion and subject to
               receipt of an opinion of counsel for the Company reasonably
               satisfactory to the Remarketing Dealer, may waive the
               foregoing condition if in the Remarketing Dealer's judgment
               the Indenture and the MAPS can be amended, and they are


                                      -14-
     <PAGE>


               amended, so as to permit the remarketing of the MAPS in
               certificated form and otherwise as contemplated herein;

                    (vii)  if, subsequent to the Notification Date, the
               ratings of the MAPS shall have been downgraded or withdrawn
               by any nationally recognized statistical rating agency.

          and the Remarketing Dealer shall have received on each
          Remarketing Date a certificate of an officer of the Company,
          dated as of such Remarketing Date, to the effect that (i) the
          representations and warranties in this Agreement are true and
          correct at and as of such Remarketing Date, (ii) the Company has
          complied with all agreements and satisfied all conditions on its
          part to be performed or satisfied at or prior to such Remarketing
          Date and (iii) none of the events specified in the preceding
          clause (c) has occurred.

               (d)  In furtherance of the foregoing, the effectiveness of
          the Remarketing Dealer's election on the Notification Date to
          remarket the MAPS shall be subject to the condition that the
          Remarketing Dealer shall have received a certificate of an
          officer of the Company, dated as of the Notification Date, to the
          effect that (i) the Company has, prior to the Remarketing
          Dealer's election on the Notification Date to remarket the MAPS,
          provided the Remarketing Dealer with notice of all events as
          required under Section 3(a) of this Agreement, (ii) the
          representations and warranties in this agreement are true and
          correct at and as of the Notification Date and (iii) the Company
          has complied with all agreements and satisfied all conditions on
          its part to be performed or satisfied at or prior to the
          Notification Date.  Such certificate shall be delivered by the
          Company to the Remarketing Dealer as soon as practicable
          following notification by the Remarketing Dealer to the Company
          on the Notification Date of its election to remarket the MAPS and
          in any event prior to the third Business Day prior to October 15,
          2001.

               In the event of the failure of any of the foregoing
          conditions, the Remarketing Dealer may terminate its obligations
          under this Agreement or redetermine the Interest Rate to Maturity
          or Interim Period Interest Rate as provided in Section 10.

               SECTION 9. Indemnification.  (a) The Company shall
          indemnify, defend and hold harmless the Remarketing Dealer and
          each person who controls the Remarketing Dealer within the mean-
          ing of Section 15 of the Securities Act from and against any and
          all losses, claims, damages or liabilities, joint or several, to
          which they or any of them may become subject under the Securities
          Act or any other statute or common law and shall reimburse the
          Remarketing Dealer and controlling person for any legal or other
          expenses (including, to the extent hereinafter provided,
          reasonable counsel fees) incurred by them in connection with
          investigating any such losses, claims, damages or liabilities or
          in connection with defending any actions, insofar as such losses,
          claims, damages, liabilities, expenses or actions arise out of or
          are based upon (i) any untrue statement or alleged untrue
          statement of a material fact contained in the Remarketing
          Materials, or the omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to make


                                      -15-
     <PAGE>


          the statements therein in the light of the circumstances under
          which they were made not misleading; provided, however, that the
          indemnity agreement contained in this Section 9 shall not apply
          to any such losses, claims, damages, liabilities, expenses or
          actions arising out of, or based upon, any such untrue statement
          or alleged untrue statement, or any such omission or alleged
          omission, if such statement or omission was made in reliance upon
          and in conformity with information furnished in writing to the
          Company by the Remarketing Dealer, or counsel for the Remarketing
          Dealer, expressly for use in the Remarketing Materials; and
          provided further, that if a Prospectus is required to be
          delivered, the indemnity agreement contained in this Section 9
          shall not inure to the benefit of the Remarketing Dealer (or of
          any person controlling the Remarketing Dealer) on account of any
          such losses, claims, damages, liabilities, expenses or actions
          arising from the sale of the MAPS to any person if a copy of the
          Prospectus (exclusive of any incorporated documents) shall not
          have been given or sent to such person by or on behalf of the
          Remarketing Dealer with or prior to the written confirmation of
          the sale involved unless the alleged omission or alleged untrue
          statement was not corrected in the Prospectus at the time of such
          written confirmation, (ii) any acts or omissions of the
          Remarketing Dealer in connection with its duties and obligations
          to determine any of the Interest Rate to Maturity, the Interim
          Period Interest Rates, the amount of interest, if any, payable on
          the Final Period Remarketing Date, the Optional Redemption Price
          or the Call Price hereunder except those that are due to its
          negligence or willful misconduct and (iii) any violation by the
          Company of, or any failure by the Company to perform any of its
          obligations under, this Agreement, except those violations or
          failures to perform that are due to the negligence or willful
          misconduct of the Remarketing Dealer.  The indemnity agreement of
          the Company contained in this Section 9 hereof shall remain
          operative and in full force and effect regardless of any
          termination of this Agreement or of any investigation made by or
          on behalf of the Remarketing Dealer or any such controlling
          person, and shall survive the delivery of the MAPS.

               (b)  The Remarketing Dealer shall indemnify, defend and hold
          harmless the Company, its officers and directors, and each person
          who controls the Company within the meaning of Section 15 of the
          Securities Act, from and against any and all losses, claims,
          damages or liabilities, joint or several, to which they or any of
          them may become subject under the Securities Act or any other
          statute or common law and shall reimburse each of them for any
          legal or other expenses (including, to the extent hereinafter
          provided, reasonable counsel fees) incurred by them in connection
          with investigating any such losses, claims, damages or
          liabilities or in connection with defending any actions, insofar
          as such losses, claims, damages, liabilities, expenses or actions
          arise out of or are based upon any untrue statement or alleged
          untrue statement of a material fact contained in the Remarketing
          Materials, or the omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to make
          the statements therein not misleading, if such statement or
          omission was made in reliance upon and in conformity with
          information furnished in writing to the Company by or on behalf
          of the Remarketing Dealer, for use in connection with the
          preparation of the Remarketing Materials.  The indemnity agree-
          ment of the Remarketing Dealer contained in this Section 9 shall
          remain operative and in full force and effect regardless of any
          termination of this Agreement or of any investigation made by or


                                      -16-
     <PAGE>

           
          on behalf of the Company, its directors or its officers, the
          Remarketing Dealer, or any such controlling person, and shall
          survive the delivery of the MAPS.

               (c)  The Company and the Remarketing Dealer each shall, upon
          the receipt of notice of the commencement of any action against
          it or any person controlling it as aforesaid, in respect of which
          indemnity may be sought on account of any indemnity agreement
          contained herein, promptly give written notice of the
          commencement thereof to the party or parties against whom
          indemnity shall be sought hereunder, but the failure so to notify
          such indemnifying party or parties of any such action shall not
          relieve such indemnifying party or parties from any liability
          hereunder to the extent it is not materially prejudiced as a
          result of such failure to notify and in any event shall not
          relieve it from any liability that it or they may have to the
          indemnified party otherwise than on account of such indemnity
          agreement.  In case such notice of any such action shall be so
          given, such indemnifying party shall be entitled to participate
          at its own expense in the defense, or, if it so elects, to assume
          (in conjunction with any other indemnifying parties) the defense
          of such action, in which event such defense shall be conducted by
          counsel chosen by such indemnifying party or parties and
          satisfactory to the indemnified party or parties who shall be
          defendant or defendants in such action, and such defendant or
          defendants shall bear the fees and expenses of any additional
          counsel retained by them; but if the indemnifying party shall
          elect not to assume the defense of such action, such indemnifying
          party will reimburse such indemnified party or parties for the
          reasonable fees and expenses of any counsel retained by them;
          provided, however, if the defendants in any such action
          (including impleaded parties) include both the indemnified party
          and the indemnifying party and counsel for the indemnifying party
          shall have reasonably concluded that there may be a conflict of
          interest involved in the representation by a single counsel of
          both the indemnifying party and the indemnified party, the
          indemnified party or parties shall have the right to select
          separate counsel, satisfactory to the indemnifying party (it
          being understood, however, that the indemnifying party shall not
          be liable for the expenses of more than one separate counsel (in
          addition to local counsel) representing the indemnified parties
          who are parties to such action).  Each of the Company and the
          Remarketing Dealer agrees that without the other party's prior
          written consent, which consent shall not be unreasonably
          withheld, it will not settle, compromise or consent to the entry
          of any judgment in any claim in respect of which indemnification
          may be sought under the indemnification provision of this
          Agreement, unless such settlement, compromise or consent (i)
          includes an unconditional release of such other party from all
          liability arising out of such 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 other party.

               (d)  If the indemnification provided for in subparagraph (a)
          or (b) above shall be unenforceable under applicable law by an
          indemnified party, each indemnifying party agrees to contribute
          to such indemnified party with respect to any and all losses,
          claims, damages, liabilities and expenses for which each such
          indemnification provided for in subparagraph (a) or (b) above
          shall be unenforceable, in such proportion as shall be
          appropriate to reflect (i) the relative fault of each
          indemnifying party on the one hand and the indemnified party on
          the other in connection with the statements or omissions that


                                      -17-
     <PAGE>


          have resulted in such losses, claims, damages, liabilities and
          expenses, (ii) the relative benefits received by the Company on
          the one hand and the Remarketing Dealer on the other hand from
          the remarketing of the MAPS pursuant to this Agreement, and (iii)
          any other relevant equitable considerations; provided, however,
          that no indemnified party guilty of fraudulent misrepresentation
          (within the meaning of Section 11(f) of the Securities Act) shall
          be entitled to contribution from any indemnifying party not
          guilty of such fraudulent misrepresentation.  Relative fault
          shall be determined by reference to, among other things, whether
          the untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates to
          information supplied by such indemnifying party or the
          indemnified party and each such party's relative intent,
          knowledge, access to information and opportunity to correct or
          prevent such untrue statement or omission.  The Company and the
          Remarketing Dealer agree that it would not be just and equitable
          if contributions pursuant to this subparagraph (d) were to be
          determined by pro rata allocation or by any other method of
          allocation that does not take account of the equitable
          considerations referred to above.  Notwithstanding the provisions
          of this Section 9, the Remarketing Dealer shall not be required
          to contribute in excess of the amount equal to the excess of (i)
          the greater of the price at which the MAPS remarketed by it were
          sold to the public on (A) October 15, 2001 or (B) the Final
          Period Remarketing Date, whichever is applicable, over (ii) the
          amount of any damages which the Remarketing Dealer has otherwise
          been required to pay by reason of any such untrue or alleged
          untrue statement or omission or alleged omission or any act or
          failure to act for which the Remarketing Dealer is responsible
          under this Agreement.

               SECTION 10.  Termination of Remarketing Agreement or
          Redetermination of Interest Rate to Maturity. (a)  This Agreement
          shall terminate as to the Remarketing Dealer on the effective
          date of the resignation of the Remarketing Dealer pursuant to
          Section 6 hereof or the repurchase of the MAPS by the Company
          pursuant to Section 4(h) hereof or the redemption of the MAPS by
          the Company pursuant to Section 4(i) hereof.

               (b)  In addition, the Remarketing Dealer may terminate all
          of its obligations under this Agreement immediately by notifying
          the Company and the Trustee of its election to do so, at any time
          on or before any Remarketing Date, in the event that: (i) any of
          the conditions referred to or set forth in Section 8(a) or (b)
          hereof have not been met or satisfied in full, (ii) any of the
          events set forth in Section 8(c) shall have occurred after the
          Remarketing Dealer elects on the Notification Date to remarket
          the MAPS or (iii) the Remarketing Dealer reasonably determines
          after consultation with the Company, that it shall not have
          received all of the information of a material nature, whether or
          not specifically referenced herein, necessary to fulfill its
          obligations under this Agreement.

               (c)  Notwithstanding any provision herein to the contrary,
          in lieu of terminating this Agreement pursuant to Section 10(b)
          above, upon the occurrence of any of the events set forth
          therein, the Remarketing Dealer, in its sole discretion may waive
          its right to terminate this Agreement as a result of the
          occurrence of such event and (i) in the case of the Interest Rate
          to Maturity, at any time between the Determination Date and 3:30
          p.m., New York City time, on the Business Day immediately


                                      -18-
     <PAGE>


          preceding the applicable Remarketing Date and (ii) in the case of
          the Interim Period Interest Rate, at any time between the second
          Business Day prior to October 15, 2001 and 3:30 p.m., New York
          City time, on the Business Day immediately preceding October 15,
          2001, may elect to purchase the MAPS for remarketing and
          determine a new Interest Rate to Maturity or Interim Period
          Interest Rate, as the case may be, in the manner provided in
          Section 4(d) of this Agreement, except that for purposes of
          determining the new Interest Rate to Maturity or Interim Period
          Interest Rate, as the case may be, pursuant to this paragraph the
          Determination Date or Interest Determination Date, as the case
          may be, referred to therein shall be the date of such election
          and redetermination.  The Remarketing Dealer shall notify the
          Company, the Trustee and DTC by telephone, confirmed in writing
          (which may include facsimile or other electronic transmission),
          by 4:00 p.m., New York City time, on the date of such election,
          of the new Interest Rate to Maturity or Interim Period Interest
          Rate, as the case may be, applicable to the MAPS.  Thereupon,
          such new Interest Rate to Maturity or Interim Period Interest
          Rate, as the case may be, shall supersede and replace any
          Interest Rate to Maturity or Interim Period Interest Rate
          previously determined by the Remarketing Dealer and, absent
          manifest error, shall be binding and conclusive upon the
          beneficial owners and Holders of the MAPS on or after the
          applicable Remarketing Date, the Company and the Trustee;
          provided, however, that the Remarketing Dealer, by redetermining
          the Interest Rate to Maturity or Interim Period Interest Rate, as
          the case may be, upon the occurrence of any event set forth in
          Section 10(b) as set forth above, shall not thereby be deemed to
          have waived its right to determine a new Interest Rate to
          Maturity or Interim Period Interest Rate, as the case may be, or
          terminate this Agreement upon the later occurrence of any other
          event set forth in Section 10(b).

               (d)  If this Agreement is terminated pursuant to this
          Section, such termination shall be without liability of any party
          to any other party, except that, in the case of termination
          pursuant to Section 10(b) of this Agreement, the Company shall
          reimburse the Remarketing Dealer for its reasonable out-of-pocket
          expenses, in an aggregate amount not exceeding $10,000, and the
          reasonable fees and disbursements of counsel for the Remarketing
          Dealer, and except further as set forth in Section 10(e) below. 
          Sections 1, 9, 10(d) and 10(e) shall survive such termination and
          remain in full force and effect.

               (e)  In the case of either (i) termination of this Agreement
          pursuant to Section 10(b) or (ii) termination of this Agreement
          due to the occurrence, prior to the Remarketing Dealer's election
          on the Notification Date to remarket the MAPS, of any event set
          forth in Section 8(c)(i), (iii) or (vi), upon the request of the
          Remarketing Dealer, the Company shall immediately following the
          Call Price Determination Date (as defined herein) pay the
          Remarketing Dealer, in same-day funds by wire transfer to an
          account designated by the Remarketing Dealer, the fair market
          value, calculated as set forth below, of the Remarketing Dealer's
          right to purchase and remarket the MAPS pursuant to this
          Agreement (the "CALL PRICE").

               In the case of termination of this Agreement pursuant to
          Section 10(b), the Call Price shall be equal to the excess of (i)
          the present value of the Remaining Scheduled Payments determined
          as provided in Section 4 over (ii) the aggregate principal amount
          of the MAPS.


                                      -19-
     <PAGE>


               In the case of the occurrence, prior to the Remarketing
          Dealer's election on the Notification Date to remarket the MAPS,
          of any event set forth in Section 8(c)(i), (iii) or (vi), the
          Call Price shall be determined in good faith by the Remarketing
          Dealer after consultation with the Company on a commercially
          reasonable basis by reference to, among other factors, the
          formulation set forth in the preceding paragraph.

               The Remarketing Dealer shall determine the applicable Call
          Price on the Business Day immediately following the date of
          termination or as soon as practicable thereafter (the "CALL PRICE
          DETERMINATION DATE").  The Remarketing Dealer shall promptly
          notify the Company of the Call Price Determination Date and the
          Call Price by telephone, confirmed in writing (which may include
          facsimile or other electronic transmission).  The Call Price,
          absent manifest error, shall be binding and conclusive upon the
          parties hereto.

               (f)  This Agreement shall not be subject to termination by
          the Company.

               SECTION 11.    Remarketing Dealer Performance, Duty of Care. 
          The duties and obligations of the Remarketing Dealer shall be
          determined solely by the express provisions of this Agreement and
          the Indenture.  No implied covenants or obligations of or against
          the Remarketing Dealer shall be read into this Agreement or the
          Indenture.  In the absence of bad faith on the part of the
          Remarketing Dealer, the Remarketing Dealer may conclusively rely
          upon any document furnished to it, which purports to conform to
          the requirements of this Agreement and the Indenture, as to the
          truth of the statements expressed in any of such documents.  The
          Remarketing Dealer shall be protected in acting upon any document
          or communication reasonably believed by it to have been signed,
          presented or made by the proper party or parties.  The
          Remarketing Dealer shall incur no liability to the Company or to
          any beneficial owner or Holder of MAPS in its individual capacity
          or as Remarketing Dealer for any action or failure to act in
          connection with the remarketing or otherwise, except as a result
          of negligence or willful misconduct on its part.

               SECTION 12.  GOVERNING LAW.  THIS AGREEMENT SHALL BE
          GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
          STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
          PERFORMED IN SUCH STATE.

               SECTION 13.  Term of Agreement.  Unless otherwise terminated
          in accordance with the provisions hereof, this Agreement shall
          remain in full force and effect from the date hereof until the
          earlier of the first day thereafter on which no MAPS are
          outstanding or the completion of the remarketing of the MAPS. 
          Regardless of any termination of this Agreement pursuant to any
          of the provisions hereof, the obligations of the Company and the
          Remarketing Dealer pursuant to Sections 9 and 10 hereof shall
          remain operative and in full force and effect until fully
          satisfied.

               SECTION 14.  Successors and Assigns.  The rights and
          obligations of the Company hereunder may not be assigned or
          delegated to any other person without the prior written consent


                                      -20- 
     <PAGE>


          of the Remarketing Dealer, except that the rights and obligations
          of the Company may be assigned and delegated to any successor of
          the Company permitted by the Indenture.  The rights and
          obligations of the Remarketing Dealer hereunder may not be
          assigned or delegated to any other person without the prior
          written consent of the Company.  This Agreement shall inure to
          the benefit of and be binding upon the Company and the
          Remarketing Dealer and their respective successors and assigns,
          and will not confer any benefit upon any other person,
          partnership, association or corporation other than the Company's
          officers and directors, persons, if any, controlling the
          Remarketing Dealer or the Company within the meaning of Section
          15 of the Securities Act, or any indemnified party, or any person
          entitled to contribution to the extent provided in Section 9
          hereof.  The terms "SUCCESSORS" and "ASSIGNS" shall not include
          any purchaser of any MAPS merely because of such purchase.

               SECTION 15.  Headings.  Section headings have been inserted
          in this Agreement as a matter of convenience of reference only,
          and it is agreed that such section headings are not a part of
          this Agreement and will not be used in the interpretation of any
          provisions of this Agreement.

               SECTION 16.  Severability.  If any provision of this
          Agreement shall be held or deemed to be or shall, in fact, be
          invalid, inoperative or unenforceable as applied in any
          particular case in any or all jurisdictions because it conflicts
          with any provision of any constitution, statute, rule or public
          policy or for any other reason, such circumstances shall not have
          the effect of rendering the provision in question invalid,
          inoperative or unenforceable in any other case, circumstance or
          jurisdiction, or of rendering any other provision or provisions
          of this Agreement invalid, inoperative or unenforceable to any
          extent whatsoever.

               SECTION 17.  Counterparts.  This Agreement may be executed
          in several counterparts, each of which shall be regarded as an
          original and all of which shall constitute one and the same
          document.

               SECTION 18.  Amendments.  This Agreement may be amended by
          any instrument in writing signed by each of the parties hereto so
          long as this Agreement as amended is not inconsistent with the
          Indenture in effect as of the date of any such amendment.

               SECTION 19.  Notices.  Unless otherwise specified, any
          notices, requests, consents or other communications given or made
          hereunder or pursuant hereto shall be made in writing (which may
          include facsimile or other electronic transmission) and shall be
          deemed to have been validly given or made when delivered or
          mailed, registered or certified mail, return receipt requested
          and postage prepaid, addressed as follows:


                                      -21-
     <PAGE>

               (a)  to the Company:

                    Texas Utilities Company
                    Energy Plaza
                    1601 Bryan Street
                    Dallas, Texas  75201

                    Attention: Treasurer
                    Telephone No.: (214) 812-4646
                    Facsimile No.: (214) 812-2488

               (b)  to Salomon Smith Barney:

                    Salomon Smith Barney Inc. 
                    388 Greenwich Street 
                    New York, New York 10013
               and
                    Salomon Smith Barney Inc.
                    7 World Trade Center, 42nd Floor
                    New York, New York 10048

                    Attention:  Kimberly Blue
                    Telephone No.: (212) 783-2655
                    Facsimile No.: (212) 783-2319

               or to such other address as the Company or the Remarketing
               Dealer shall specify in writing.


                                      -22- 
     <PAGE>


               IN WITNESS WHEREOF, each of the Company and the Remarketing
          Dealer has caused this Remarketing Agreement to be executed in
          its name and on its behalf by one of its duly authorized officers
          as of the date first above written.



                               TEXAS UTILITIES COMPANY


                               By:   /s/ Robert S. Shapard                 
                                  ---------------------------------------
                                       Name:  Robert S. Shapard
                                       Title: Treasurer


                              SALOMON SMITH BARNEY INC.


                              By:   /s/ Paul R. Bitler                      
                                 -----------------------------------------
                                       Name:  Paul R. Bitler
                                       Title: Vice President




                                      -23-