EXHIBIT 4(b)


                             AEP TEXAS NORTH COMPANY


                                       AND


                                BANK ONE, N. A.,





                                   AS TRUSTEE


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


                                    INDENTURE


                          Dated as of February 1, 2003


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



<PAGE>


                              CROSS-REFERENCE TABLE

    Section of
Trust Indenture Act                                               Section of
of 1939, as amended                                               Indenture

310(a)......................................................         7.09
310(b)......................................................         7.08
      ......................................................         7.10
310(c)......................................................
                                                                   Inapplicable
311(a)......................................................         7.13
311(b)......................................................         7.13
311(c)......................................................
                                                                   Inapplicable
312(a)......................................................         5.01
      ......................................................         5.02(a)
312(b)......................................................         5.02(c)
      ......................................................         5.02(d)
312(c)......................................................         5.02(e)
313(a)......................................................         5.04(a)
313(b)......................................................         5.04(b)
313(c)......................................................         5.04(a)
      ......................................................         5.04(b)
313(d)......................................................         5.04(c)
314(a)......................................................         5.03
314(b)......................................................
                                                                   Inapplicable
314(c)......................................................        13.06(a)
314(d)......................................................
                                                                   Inapplicable
314(e)......................................................        13.06(b)
314(f)......................................................
                                                                   Inapplicable
315(a)......................................................         7.01(a)
      ......................................................         7.02
315(b)......................................................         6.07
315(c)......................................................         7.01(a)
315(d)......................................................         7.01(b)
315(e)......................................................         6.08
316(a)......................................................         6.06
      ......................................................         8.04
316(b)......................................................         6.04
316(c)......................................................         8.01
317(a)......................................................         6.02
317(b)......................................................         4.03
318(a)......................................................        13.08


<PAGE>


                                TABLE OF CONTENTS

      This Table of Contents does not constitute part of the Indenture and
should not have any bearing upon the interpretation of any of its terms or
provisions

                                    RECITALS:

Purpose of Indenture.........................................................1
Compliance with legal requirements...........................................1
Purpose of and consideration for Indenture...................................1

ARTICLE ONE - DEFINITIONS

      Section 1.01

            Definitions......................................................2

ARTICLE TWO - ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES

      Section 2.01
            Designation, terms, amount, authentication
            and delivery of Securities.......................................8

      Section 2.02
            Form of Security and Trustee's certificate.......................9

      Section 2.03...........................................................9
            Date and denominations of Securities,
            and provisions for payment of principal,
            premium and interest.............................................9

      Section 2.04
            Execution of Securities.........................................11

      Section 2.05
            Exchange of Securities..........................................12

      Section 2.06
            Temporary Securities............................................13

      Section 2.07
            Mutilated, destroyed, lost or
            stolen Securities...............................................14

      Section 2.08
            Cancellation of surrendered Securities..........................14

      Section 2.09
            Provisions of Indenture and Securities
            for sole benefit of parties and
            Securityholders.................................................15

      Section 2.10
            Appointment of Authenticating Agent.............................15

      Section 2.11
            Global Security.................................................15

      Section 2.12
            Payment in Proper Currency......................................16

      Section 2.13
            Identification of Securities....................................17

ARTICLE THREE - REDEMPTION OF SECURITIES AND
SINKING FUND PROVISIONS

      Section 3.01
            Redemption of Securities........................................17

      Section 3.02
            Notice of redemption............................................17

      Section 3.03
            When Securities called for
            redemption become due and payable...............................18

      Section 3.04
            Sinking Fund for Securities.....................................19

      Section 3.05
            Satisfaction of Sinking Fund....................................19
            Payments with Securities

      Section 3.06
            Redemption of Securities for
            Sinking Fund....................................................19

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

      Section 4.01
            Payment of principal (and premium
            if any) and interest on Securities..............................20

      Section 4.02
            Maintenance of office or agency for payment of Securities,
            designation of office or agency for payment, registration,
            transfer and exchange of Securities.............................20

      Section 4.03
            Duties of paying agent..........................................20

      Section 4.04
            Appointment to fill vacancy in
            office of Trustee...............................................21

      Section 4.05
            Restriction on consolidation,
            merger or sale..................................................21

ARTICLE FIVE - SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

      Section 5.01
            Company to furnish Trustee information
            as to names and addresses of
            Securityholders.................................................21

      Section 5.02
            Trustee to preserve information
             as to names and addresses of
             Securityholders received by it
             in capacity of paying agent....................................22

      Section 5.03
            Annual and other reports to be filed
            by Company with Trustee.........................................23

      Section 5.04
            Trustee to transmit annual report
            to Securityholders..............................................24

ARTICLE SIX - REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

      Section 6.01
            Events of default defined.......................................25

      Section 6.02
            Covenant of Company to pay to
            Trustee whole amount due on
            Securities on default in payment
            of interest or principal (and
            premium, if any)................................................27

      Section 6.03
            Application of monies collected by Trustee......................28

      Section 6.04
            Limitation on suits by holders of Securities....................29

      Section 6.05
            Remedies Cumulative.............................................29

      Section 6.06
            Rights of holders of majority in
            principal amount of Securities to
            direct trustee and to waive defaults............................30

      Section 6.07
            Trustees to give notice of defaults
            known to it, but may withhold in
            certain circumstances...........................................30

      Section 6.08
            Requirements of an undertaking to pay
            costs in certain suits under Indenture
            or against Trustee..............................................31

ARTICLE SEVEN - CONCERNING THE TRUSTEE

      Section 7.01
            Upon Event of Default occurring and continuing, Trustee shall
            exercise powers vested in it, and use same degree of care
            and skill in their exercise, as prudent individual will use.....31

      Section 7.02
            Trustee may rely on documents believed
            genuine and properly signed or presented........................32


      Section 7.03
            Trustee not liable for recitals in
             Indenture or in Securities.....................................34


      Section 7.04
            Trustee, paying agent or Security
            Registrar may own Security......................................34

      Section 7.05
            Monies received by Trustee to be held
            in Trust without interest.......................................34

      Section 7.06
            Trustee entitled to compensation,
             reimbursement and indemnity....................................34


      Section 7.07
            Right of Trustee to rely on certificate
            of officers of Company where no other
            evidence specifically prescribed................................35

      Section 7.08
            Trustee acquiring conflicting interest
            to eliminate conflict or resign.................................35

      Section 7.09
            Requirements for eligibility of
            trustee.........................................................35

      Section 7.10
             Resignation of Trustee and
             appointment of successor.......................................35


      Section 7.11
            Acceptance by successor Trustee.................................37


      Section 7.12
            Successor to Trustee by merger, consolidation
            of succession to business.......................................38

      Section 7.13
            Limitations on rights of Trustee as a
            creditor to obtain payment of certain
            claims..........................................................38

ARTICLE EIGHT - CONCERNING THE SECURITYHOLDERS

      Section 8.01
            Evidence of action by Securityholders...........................38

      Section 8.02
            Proof of execution of instruments and of
            holding of Securities...........................................39

      Section 8.03
            Who may be deemed owners of Securities..........................39

      Section 8.04
            Securities owned by Company or controlled
            or controlling companies disregarded for
            certain purposes................................................39

      Section 8.05
            Instruments executed by Securityholders
            bind future holders.............................................40

ARTICLE NINE - SUPPLEMENTAL INDENTURES

      Section 9.01
            Purposes for which supplemental indenture
            may be entered into without consent of
            Securityholders.................................................40

      Section 9.02
            Modification of Indenture with consent
            of Securityholders..............................................42

      Section 9.03
            Effect of supplemental indentures...............................43

      Section 9.04
            Securities may bear notation of changes
            by supplemental indentures......................................44

      Section 9.05
            Opinion of Counsel..............................................44

ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

      Section 10.01
            Consolidations or mergers of Company
            and sales or conveyances of property
            of Company permitted............................................44

      Section 10.02
            Rights and duties of successor company..........................44


      Section 10.03
            Opinion of Counsel..............................................45

ARTICLE ELEVEN - DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

      Section 11.01
            Defeasance and conditions to defeasance.........................45

      Section 11.02
            Application by Trustee of funds deposited
            for payment of Securities.......................................47

      Section 11.03
            Repayment of monies held by paying agent........................47

      Section 11.04
            Repayment of monies held by Trustee.............................47

      Section 11.05
            Delivery of Officer's Certificate
            and Opinion of Counsel..........................................47

ARTICLE TWELVE - IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

      Section 12.01
            Incorporators, Stockholders, officers and
            directors of Company exempt from individual
            liability.......................................................47

ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

      Section 13.01
            Successors and assigns of Company
            bound by Indenture..............................................48

      Section 13.02
            Acts of board, committee or officer
            of successor company valid......................................48

      Section 13.03
            Surrender of powers by Company..................................48

      Section 13.04
            Required notices or demands may by
            served by mail..................................................48

      Section 13.05
            Indenture and Securities to be construed
            in accordance with laws of the State
            of New York.....................................................49

      Section 13.06
            Officers' Certificate and Opinion of
            Counsel to be furnished upon applications
            or demands by company...........................................49


      Section 13.07
            Payments due on non-Business Days...............................49

      Section 13.08
            Provisions required by Trust Indenture
            Act of 1939 to control..........................................49

      Section 13.09
            Indenture may be executed in counterparts.......................49

      Section 13.10
            Separability of Indenture provisions............................49

      Section 13.11
            Assignment by Company to subsidiary.............................50

      Section 13.12
            Headings........................................................50

      Section 13.13
            Securities in Foreign Currencies................................50

ACCEPTANCE OF TRUST BY TRUSTEE..............................................51

TESTIMONIUM.................................................................51

SIGNATURES AND SEALS........................................................51

ACKNOWLEDGEMENTS............................................................52




<PAGE>

      THIS INDENTURE, dated as of the 1st day of February, 2003, between AEP
TEXAS NORTH COMPANY, a corporation duly organized and existing under the laws of
the State of Texas (hereinafter sometimes referred to as the "Company"), and
BANK ONE, N. A., a national banking association organized under the laws of the
United States, as trustee (hereinafter sometimes referred to as the "Trustee"):

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured promissory notes or other evidences of indebtedness
(hereinafter referred to as the "Securities"), in an unlimited aggregate
principal amount to be issued from time to time in one or more series as in this
Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee, and which will rank pari passu
with all other unsecured and unsubordinated debt of the Company;

      WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture;

      WHEREAS, the Securities and the certificate of authentication to be borne
by the Securities (the "Certificate of Authentication") are to be substantially
in such forms as may be approved by a Company Order (as defined below), or set
forth in this Indenture or in any indenture supplemental to this Indenture;

      AND WHEREAS, all acts and things necessary to make the Securities issued
pursuant hereto, when executed by the Company and authenticated and delivered by
the Trustee as in this Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed or will be
done and performed prior to the issuance of such Securities, and the execution
of this Indenture has been and the issuance hereunder of the Securities has been
or will be prior to issuance in all respects duly authorized, and the Company,
in the exercise of the legal right and power in it vested, executes this
Indenture and proposes to make, execute, issue and deliver the Securities;

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      That in order to declare the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Securities
by the holders thereof and of the sum of one dollar ($1.00) to it duly paid by
the Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee, for the equal
and proportionate benefit (subject to the provisions of this Indenture) of the
respective holders from time to time of the Securities, without any
discrimination, preference or priority of any one Security over any other by
reason of priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:

                                  ARTICLE ONE
                                   DEFINITIONS

SECTION 1.01. The terms defined in this Section (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture, any Company Order, any Board Resolution, and any
indenture supplemental hereto shall have the respective meanings specified in
this Section. All other terms used in this Indenture which are defined in the
Trust Indenture Act of 1939, as amended, or which are by reference in such Act
defined in the Securities Act of 1933, as amended (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

Affiliate:

The term "Affiliate" of the Company shall mean any company at least a majority
of whose outstanding voting stock shall at the time be owned by the Company, or
by one or more direct or indirect subsidiaries of or by the Company and one or
more direct or indirect subsidiaries of the Company. For the purposes only of
this definition of the term "Affiliate", the term "voting stock", as applied to
the stock of any company, shall mean stock of any class or classes having
ordinary voting power for the election of a majority of the directors of such
company, other than stock having such power only by reason of the occurrence of
a contingency.

Authenticating Agent:

The term "Authenticating Agent" shall mean an authenticating agent with
respect to all or any of the series of Securities, as the case may be, appointed
with respect to all or any series of the Securities, as the case may be, by the
Trustee pursuant to Section 2.10.

Authorized Officer:

The term "Authorized Officer" shall mean the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer or any
other officer or agent of the Company duly authorized by the Board of Directors
to act in respect of matters relating to this Indenture.

Board of Directors or Board:

The term "Board of Directors" or "Board" shall mean the Board of Directors of
the Company, or any duly authorized committee of such Board.

Board Resolution:

The term "Board Resolution" shall mean a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

Business Day:

The term "Business Day", with respect to any Security, shall mean any day that
(a) in the Place of Payment (or in any of the Places of Payment, if more than
one) in which amounts are payable as specified in the form of such Security and
(b) in the city in which the Trustee administers its corporate trust business,
is not a day on which banking institutions are authorized or required by law or
regulation to close.

Certificate:

The term "Certificate" shall mean a certificate signed by an Authorized Officer.
The Certificate need not comply with the provisions of Section 13.06.

Commission:

The term "Commission" shall mean the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body, if any, performing
such duties on such date.

Company:

The term "Company" shall mean AEP Texas North Company, a corporation duly
organized and existing under the laws of Texas, and, subject to the provisions
of Article Ten, shall also include its successors and assigns.

Company Order:

The term "Company Order" shall mean a written order signed in the name of the
Company by an Authorized Officer and the Secretary or an Assistant Secretary of
the Company, pursuant to a Board Resolution establishing a series of Securities.

Corporate Trust Office:

The term "Corporate Trust Office" shall mean the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at
                                                       .
Default:

The term "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

Depository:

The term "Depository" shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or 2.11.

Discount Security:

The term "Discount Security" means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01(b).

Dollar:

The term "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

Eligible Obligations:

The term "Eligible Obligations" means (a) with respect to Securities denominated
in Dollars, Governmental Obligations; or (b) with respect to Securities
denominated in a currency other than Dollars or in a composite currency, such
other obligations or instruments as shall be specified with respect to such
Securities, as contemplated by Section 2.01.

Event of Default:

The term "Event of Default" with respect to Securities of a particular series
shall mean any event specified in Section 6.01, continued for the period of
time, if any, therein designated.

Global Security:

The term "Global Security" shall mean, with respect to any series of Securities,
a Security executed by the Company and authenticated and delivered by the
Trustee to the Depository or pursuant to the Depository's instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depository or its nominee.

Governmental Authority:

The term "Governmental Authority" means the government of the United States or
of any State or Territory thereof or of the District of Columbia or of any
county, municipality or other political subdivision of any of the foregoing, or
any department, agency, authority or other instrumentality of any of the
foregoing.

Governmental Obligations:

The term "Governmental Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by such
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depository receipt.

Indenture:

The term "Indenture" shall mean this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented, and
shall include the terms of a particular series of Securities established as
contemplated by Section 2.01.

Instructions:

The term "Instructions" shall mean instructions acceptable to the Trustee issued
pursuant to a Company Order in connection with a Periodic Offering and signed by
an Authorized Officer. Instructions need not comply with the provisions of
Section 13.06.

Interest:

The term "interest" when used with respect to non-interest bearing Securities
shall mean interest payable after maturity (whether at stated maturity, upon
acceleration or redemption or otherwise) or after the date, if any, on which the
Company becomes obligated to acquire a Security, whether by purchase or
otherwise.

Interest Payment Date:

The term "Interest Payment Date" when used with respect to any installment of
interest on a Security of a particular series shall mean the date specified in
such Security or in a Board Resolution, Company Order or an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and
payable.

Officers' Certificate:

The term "Officers' Certificate" shall mean a certificate signed by an
Authorized Officer and by the Secretary or Assistant Secretary of the Company.
Each such certificate shall include the statements provided for in Section
13.06, if and to the extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel for the Company. Each such opinion
shall include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.

Outstanding:

The term "outstanding", when used with reference to Securities of any series,
shall, subject to the provisions of Section 8.04, mean, as of any particular
time, all Securities of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Securities theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation or which have previously been canceled; (b) Securities or
portions thereof for the payment or redemption of which monies or Eligible
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07. The
principal amount of a Discount Security that shall be deemed to be Outstanding
for purposes of this Indenture shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof.

Periodic Offering:

The term "Periodic Offering" means an offering of Securities of a series from
time to time, during which any or all of the specific terms of the Securities,
including without limitation the rate or rates of interest, if any, thereon, the
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.

Person:

The term "person" means any individual, corporation, partnership, limited
liability company, joint venture, trust or unincorporated organization or any
Governmental Authority.

Place of Payment:

The term "Place of Payment" shall mean the place or places where the principal
of and interest, if any, on the Securities of any series are payable as
specified in accordance with Section 2.01.

Predecessor Security:

The term "Predecessor Security" of any particular Security shall mean every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.07 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

Responsible Officer:

The term "Responsible Officer" when used with respect to the Trustee shall mean
the chairman of the board of directors, the president, any vice president, the
secretary, the treasurer, any trust officer, any corporate trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

Security or Securities:

The term "Security" or "Securities" shall mean any Security or Securities, as
the case may be, authenticated and delivered under this Indenture.

Securityholder:

The term "Securityholder", "holder of Securities" or "registered holder" shall
mean the person or persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture.

Series:

The term "series" means a series of Securities established pursuant to this
Indenture and includes, if the context so requires, each Tranche thereof.

Tranche:

The term "Tranche" means Securities which (a) are of the same series and (b)
have identical terms except as to principal amount and/or date of issuance.

Trustee:

The term "Trustee" shall mean Bank One, N. A., and, subject to the provisions of
Article Seven, shall also include its successors and assigns, and, if at any
time there is more than one person acting in such capacity hereunder, "Trustee"
shall mean each such person. The term "Trustee" as used with respect to a
particular series of the Securities shall mean the trustee with respect to that
series.

Trust Indenture Act:

The term "Trust Indenture Act", subject to the provisions of Sections 9.01,
9.02, and 10.01, shall mean the Trust Indenture Act of 1939, as amended and in
effect at the date of execution of this Indenture.

United States:

The term "United States" means the United States of America, its Territories,
its possessions and other areas subject to its political jurisdiction.

                                  ARTICLE TWO

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

      The Securities may be issued from time to time in one or more series and
in one or more Tranches thereof. Each series shall be authorized by a Company
Order or Orders or one or more indentures supplemental hereto, which shall
specify whether the Securities of such series shall be subject to a Periodic
Offering. The Company Order or Orders or supplemental indenture and, in the case
of a Periodic Offering, Instructions or other procedures acceptable to the
Trustee specified in such Company Order or Orders, shall establish the terms of
the series, which may include the following: (i) any limitations on the
aggregate principal amount of the Securities to be authenticated and delivered
under this Indenture as part of such series (except for Securities authenticated
and delivered upon registration of transfer of, in exchange for or in lieu of
other Securities of that series); (ii) the stated maturity or maturities of such
series; (iii) the date or dates from which interest shall accrue, the Interest
Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Date; (iv) the interest rate or rates (which may be fixed or variable),
or method of calculation of such rate or rates, for such series; (v) the terms,
if any, regarding the redemption, purchase or repayment of such series (whether
at the option of the Company or a holder of the Securities of such series and
whether pursuant to a sinking fund or analogous provisions, including payments
made in cash in anticipation of future sinking fund obligations), including
redemption, purchase or repayment date or dates of such series, if any, and the
price or prices and other terms and conditions applicable to such redemption,
purchase or repayment (including any premium); (vi) whether or not the
Securities of such series shall be issued in whole or in part in the form of a
Global Security and, if so, the Depositary for such Global Security and the
related procedures with respect to transfer and exchange of such Global
Security; (vii) the designation of such series; (viii) the form of the
Securities of such series; (ix) the maximum annual interest rate, if any, of the
Securities permitted for such series; (x) whether the Securities of such series
shall be subject to Periodic Offering; (xi) the currency or currencies,
including composite currencies, in which payment of the principal of (and
premium, if any) and interest on the Securities of such series shall be payable,
if other than Dollars; (xii) any other information necessary to complete the
Securities of such series; (xiii) the establishment of any office or agency
pursuant to Section 4.02 hereof and any other place or places which the
principal of and interest, if any, on Securities of that series shall be
payable; (xiv) if other than denominations of $1,000 or any integral multiple
thereof, the denominations in which the Securities of the series shall be
issuable; (xv) the obligations or instruments, if any, which shall be considered
to be Eligible Obligations in respect of the Securities of such series
denominated in a currency other than Dollars or in a composite currency; (xvi)
whether or not the Securities of such series shall be issued as Discount
Securities and the terms thereof, including the portion of the principal amount
thereof which shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.01(b); (xvii) if the principal of and premium, if
any, or interest, if any, on such Securities are to be payable, at the election
of the Company or the holder thereof, in coin or currency, including composite
currencies, other than that in which the Securities are stated to be payable,
the period or periods within which, and the terms and conditions upon which,
such election shall be made; (xviii) if the amount of payment of principal of
and premium, if any, or interest, if any, on such Securities may be determined
with reference to an index, formula or other method, or based on a coin or
currency other than that in which the Securities are stated to be payable, the
manner in which such amount shall be determined; (xix) whether the provisions of
Section 4.05 and Article Ten (or portions thereof) shall apply to the Securities
of a series; and (xx)any other terms of such series not inconsistent with this
Indenture.

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to any
such Company Order or in any indentures supplemental hereto.

      If any of the terms of the series are established by action taken pursuant
to a Company Order, a copy of an appropriate record of the applicable Board
Resolution shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order setting forth the terms of that series.

SECTION 2.02. The Securities of any series shall be substantially of the tenor
and purport (i) as set forth in one or more indentures supplemental hereto or as
provided in a Company Order, or (ii) with respect to any Tranche of Securities
of a series subject to Periodic Offering, to the extent permitted by any of the
documents referred to in clause (i) above, in Instructions, or by other
procedures acceptable to the Trustee specified in such Company Order or Orders,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed or of the Depository,
or to conform to usage.

      The Trustee's Certificate of Authentication shall be in substantially the
following form:

      "This is one of the Securities of the series designated in accordance
      with, and referred to in, the within-mentioned Indenture.

      Dated:

      BANK ONE, N. A.

      By:___________________________
         Authorized Signatory"

SECTION 2.03. The Securities shall be issuable as registered Securities and in
the denominations of $1,000 or any integral multiple thereof, subject to
Sections 2.01(xi) and (xiv). The Securities of a particular series shall bear
interest payable on the dates and at the rate or rates specified with respect to
that series. Except as otherwise specified as contemplated by Section 2.01, the
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in Dollars at the office or agency of the Company maintained for that
purpose. Each Security shall be dated the date of its authentication.

      The interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment, except that
interest payable on redemption or maturity shall be payable as set forth in the
Company Order or indenture supplemental hereto establishing the terms of such
series of Securities. Except as otherwise specified as contemplated by Section
2.01, interest on Securities will be computed on the basis of a 360-day year of
twelve 30-day months.

      Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

(1)   The Company may make payment of any Defaulted Interest on Securities to
      the persons in whose names such Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      special record date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner: the Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each such Security and the date of the proposed payment, and at the
      same time the Company shall deposit with the Trustee an amount of money
      equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements satisfactory to the Trustee
      for such deposit prior to the date of the proposed payment, such money
      when deposited to be held in trust for the benefit of the persons entitled
      to such Defaulted Interest as in this clause provided. Thereupon the
      Trustee shall fix a special record date for the payment of such Defaulted
      Interest which shall not be more than 15 nor less than 10 days prior to
      the date of the proposed payment and not less than 10 days after the
      receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such special record date and, in the
      name and at the expense of the Company, shall cause notice of the proposed
      payment of such Defaulted Interest and the special record date therefor to
      be mailed, first class postage prepaid, to each Securityholder at his or
      her address as it appears in the Security Register (as hereinafter
      defined), not less than 10 days prior to such special record date. Notice
      of the proposed payment of such Defaulted Interest and the special record
      date therefor having been mailed as aforesaid, such Defaulted Interest
      shall be paid to the persons in whose names such Securities (or their
      respective Predecessor Securities) are registered on such special record
      date and shall be no longer payable pursuant to the following clause (2).

(2)   The Company may make payment of any Defaulted Interest on any Securities
      in any other lawful manner not inconsistent with the requirements of any
      securities exchange on which such Securities may be listed, and upon such
      notice as may be required by such exchange, if, after notice given by the
      Company to the Trustee of the proposed payment pursuant to this clause,
      such manner of payment shall be deemed practicable by the Trustee.

      Unless otherwise set forth in a Company Order or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date
for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the first day of a month, or the last day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the fifteenth day of a month, whether or not such date is a Business
Day.

      Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 2.04. The Securities shall, subject to the provisions of Section 2.06,
be printed on steel engraved borders or fully or partially engraved, or legibly
typed, as the proper officer of the Company may determine, and shall be signed
on behalf of the Company by an Authorized Officer. The signature of such
Authorized Officer upon the Securities may be in the form of a facsimile
signature of a present or any future Authorized Officer and may be imprinted or
otherwise reproduced on the Securities and for that purpose the Company may use
the facsimile signature of any person who shall have been an Authorized Officer,
notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such person shall have ceased to be an Authorized
Officer.

      Only such Securities as shall bear thereon a Certificate of Authentication
substantially in the form established for such Securities, executed manually by
an authorized signatory of the Trustee, or by any Authenticating Agent with
respect to such Securities, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate executed by the
Trustee, or by any Authenticating Agent appointed by the Trustee with respect to
such Securities, upon any Security executed by the Company shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the registered holder thereof is entitled to the
benefits of this Indenture.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with an indenture
supplemental hereto or a Company Order for the authentication and delivery of
such Securities and the Trustee, in accordance with such supplemental indenture
or Company Order, shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with Instructions or such other procedures acceptable to the Trustee
as may be specified by or pursuant to such supplemental indenture or Company
Order delivered to the Trustee prior to the time of the first authentication of
Securities of such series.

      In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive and (subject to Section 7.01) shall be fully protected in
relying upon, (i) an Opinion of Counsel and (ii) and Officers' Certificate, each
stating that the form and terms thereof have been established in conformity with
the provisions of this Indenture; provided, however, that, with respect to
Securities of a series subject to a Periodic Offering, the Trustee shall be
entitled to receive such Opinion of Counsel and Officers' Certificate only once
at or prior to the time of the first authentication of Securities of such series
and that, in such opinion or certificate, the opinion or certificate described
above may state that when the terms of such Securities, or each Tranche thereof,
shall have been established pursuant to a Company Order or Orders or pursuant to
such procedures acceptable to the Trustee, as may be specified by a Company
Order, such terms will have been established in conformity with the provisions
of this Indenture. Each Opinion of Counsel and Officers' Certificate delivered
pursuant to this Section 2.04 shall include all statements prescribed in Section
13.06(b). Such Opinion of Counsel shall also be to the effect that when such
Securities have been executed by the Company and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered to and duly paid
for by the purchasers thereof, they will be valid and legally binding
obligations of the Company, enforceable in accordance with their terms (subject
to customary exceptions) and will be entitled to the benefits of this Indenture.

      With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the forms and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Company Order, Opinion of Counsel,
Officers' Certificate and other documents delivered pursuant to Sections 2.01
and this Section, as applicable, at or prior to the time of the first
authentication of Securities of such series unless and until such Company Order,
Opinion of Counsel, Officers' Certificate or other documents have been
superseded or revoked or expire by their terms.

      The Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

SECTION 2.05. (a) Securities of any series may be exchanged upon presentation
thereof at the office or agency of the Company designated for such purpose, for
other Securities of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto, all as provided in this Section.
In respect of any Securities so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in exchange therefor the Security or Securities of the same series which the
Securityholder making the exchange shall be entitled to receive, bearing numbers
not contemporaneously outstanding.

     (b) The Company  shall keep,  or cause to be kept,  at its office or agency
designated  for such purpose in the Borough of Manhattan,  the City and State of
New York,  or such  other  location  designated  by the  Company a  register  or
registers (herein referred to as the "Security  Register") in which,  subject to
such reasonable regulations as it may prescribe,  the Company shall register the
Securities and the transfers of Securities as in this Article provided and which
at all  reasonable  times  shall  be open for  inspection  by the  Trustee.  The
registrar for the purpose of  registering  Securities and transfer of Securities
as herein  provided  shall be appointed as  authorized  by Board  Resolution  or
Company Order (the "Security Registrar").

      Upon surrender for transfer of any Security at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, the City and
State of New York, or other location as aforesaid, the Company shall execute,
the Trustee shall authenticate and such office or agency shall deliver in the
name of the transferee or transferees a new Security or Securities of the same
series as the Security presented for a like aggregate principal amount.

      All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by his duly authorized attorney in writing.

     (c) Except as provided in the first  paragraph of Section  2.07, no service
charge shall be made for any exchange or registration of transfer of Securities,
or issue of new Securities in case of partial  redemption of any series, but the
Company  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental  charge in  relation  thereto,  other than  exchanges  pursuant  to
Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.

     (d) The  Company  shall  neither  be  required  (i) to issue,  exchange  or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of  redemption  of
less than all the  outstanding  Securities  of the same series and ending at the
close of business on the day of such mailing,  nor (ii) to register the transfer
of or exchange of any  Securities of any series or portions  thereof  called for
redemption or as to which the holder thereof has exercised its right, if any, to
require the Company to repurchase such Security in whole or in part, except that
portion of such Security not required to be repurchased.  The provisions of this
Section 2.05 are, with respect to any Global  Security,  subject to Section 2.11
hereof.

SECTION 2.06. Pending the preparation of definitive Securities of any series,
the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every temporary Security of any series shall be executed by the Company
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities of such series in accordance with Section 2.04. Without unnecessary
delay the Company will execute and will furnish definitive Securities of such
series and thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor (without charge to the holders thereof), at the
office or agency of the Company designated for the purpose, and the Trustee
shall authenticate and such office or agency shall deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

SECTION 2.07. In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon its request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant's Security and of the ownership
thereof. The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. In case any Security
which has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

      Every Security issued pursuant to the provisions of this Section in
substitution for any Security which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

SECTION 2.08. All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer, or for credit against a sinking fund,
shall, if surrendered to the Company or any paying agent, be delivered to the
Trustee for cancellation, or, if surrendered to the Trustee, shall be canceled
by it, and no Securities shall be issued in lieu thereof except as expressly
required or permitted by any of the provisions of this Indenture. On request of
the Company, the Trustee shall deliver to the Company canceled Securities held
by the Trustee. In the absence of such request the Trustee may dispose of
canceled Securities in accordance with its standard procedures. If the Company
shall otherwise acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are delivered to the Trustee for
cancellation.

SECTION 2.09. Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and the holders of the Securities, any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under
any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and
of the holders of the Securities.

SECTION 2.10. So long as any of the Securities of any series remain outstanding
there may be an Authenticating Agent for any or all such series of Securities
which the Trustee shall have the right to appoint. Said Authenticating Agent
shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. All references in this Indenture to the authentication of
Securities by the Trustee shall be deemed to include authentication by an
Authenticating Agent for such series except for authentication upon original
issuance or pursuant to Section 2.07 hereof. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation which has a combined
capital and surplus, as most recently reported or determined by it, sufficient
under the laws of any jurisdiction under which it is organized or in which it is
doing business to conduct a trust business, and which is otherwise authorized
under such laws to conduct such business and is subject to supervision or
examination by Federal or State authorities. If at any time any Authenticating
Agent shall cease to be eligible in accordance with these provisions it shall
resign immediately.

      Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
(and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto. The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation
for its services under this Section.

SECTION 2.11. (a) If the Company shall establish pursuant to Section 2.01 that
the Securities of a particular series are to be issued as a Global Security,
then the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such series, (ii) shall be registered in
the name of the Depository or its nominee, (iii) shall be authenticated and
delivered by the Trustee to the Depository or pursuant to the Depository's
instruction and (iv) shall bear a legend substantially to the following effect:
"Except as otherwise provided in Section 2.11 of the Indenture, this Security
may be transferred, in whole but not in part, only to another nominee of the
Depository or to a successor Depository or to a nominee of such successor
Depository."

     (b)  Notwithstanding the provisions of Section 2.05, the Global Security of
a series may be transferred, in whole but not in part and in the manner provided
in Section 2.05, only to another  nominee of the Depository for such series,  or
to a successor Depository for such series selected or approved by the Company or
to a nominee of such successor Depository.

     (c) If at any time the Depository  for a series of Securities  notifies the
Company that it is unwilling or unable to continue as Depository for such series
or if at any time the  Depository  for such series shall no longer be registered
or in good  standing  under the  Exchange  Act, or other  applicable  statute or
regulation  and a successor  Depository  for such series is not appointed by the
Company  within 90 days after the Company  receives such notice or becomes aware
of such  condition,  as the case may be,  this  Section  2.11 shall no longer be
applicable to the  Securities  of such series and the Company will execute,  and
subject to Section 2.05, the Trustee will authenticate and deliver Securities of
such  series in  definitive  registered  form  without  coupons,  in  authorized
denominations,  and in an  aggregate  principal  amount  equal to the  principal
amount of the  Global  Security  of such  series  in  exchange  for such  Global
Security. In addition, the Company may at any time determine that the Securities
of any series shall no longer be represented  by a Global  Security and that the
provisions of this Section 2.11 shall no longer apply to the  Securities of such
series. In such event the Company will execute, and subject to Section 2.05, the
Trustee, upon receipt of an Officers' Certificate  evidencing such determination
by the  Company,  will  authenticate  and deliver  Securities  of such series in
definitive registered form without coupons, in authorized denominations,  and in
an  aggregate  principal  amount  equal to the  principal  amount of the  Global
Security of such series in exchange for such Global Security.  Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized  denominations,  the Global Security shall be canceled by
the Trustee.  Such  Securities in definitive  registered form issued in exchange
for the Global Security  pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized  denominations as the Depository,  pursuant to
instructions  from its  direct or  indirect  participants  or  otherwise,  shall
instruct the Security  Registrar.  The Trustee shall deliver such  Securities to
the Depository for delivery to the persons in whose names such Securities are so
registered.

SECTION 2.12. In the case of the Securities of any series denominated in any
currency other than Dollars or in a composite currency (the "Required
Currency"), except as otherwise specified with respect to such Securities as
contemplated by Section 2.01, the obligation of the Company to make any payment
of the principal thereof, or the premium or interest thereon, shall not be
discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable. If any such tender or
recovery is in a currency other than the Required Currency, the Trustee may take
such actions as it considers appropriate to exchange such currency for the
Required Currency. The costs and risks of any such exchange, including, without
limitation, the risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain fully liable for any shortfall or
delinquency in the full amount of Required Currency then due and payable, and in
no circumstances shall the Trustee be liable therefor except in the case of its
negligence or willful misconduct.

SECTION 2.13. The Company in issuing Securities may use "CUSIP" numbers (if then
generally in use) and, if so used, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to holders of Securities; provided that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or contained in any notice
of redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly notify
the Trustee of any change in the CUSIP numbers.

ARTICLE Three
                    REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01. The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01 hereof.

SECTION 3.02. (a) In case the Company shall desire to exercise such right to
redeem all or, as the case may be, a portion of the Securities of any series in
accordance with the right reserved so to do, it shall give notice of such
redemption to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give such
notice to the holder of any Security of any series designated for redemption in
whole or in part, or any defect in the notice, shall not affect the validity of
the proceedings for the redemption of any other Securities of such series or any
other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption or subject to compliance with
certain conditions provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction or condition.

      Unless otherwise so provided as to a particular series of Securities, if
at the time of mailing of any notice of redemption the Company shall not have
deposited with the paying agent an amount in cash sufficient to redeem all of
the Securities called for redemption, including accrued interest to the date
fixed for redemption, such notice shall state that it is subject to the receipt
of redemption moneys by the paying agent on or before the date fixed for
redemption (unless such redemption is mandatory) and such notice shall be of no
effect unless such moneys are so received on or before such date.

      Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers, if any), specify the date fixed for
redemption and the redemption price at which Securities of that series are to be
redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company,
upon presentation and surrender of such Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, that from
and after said date interest will cease to accrue and that the redemption is for
a sinking fund, if such is the case. If less than all the Securities of a series
are to be redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall specify the particular Securities to be so
redeemed. In case any Security is to be redeemed in part only, the notice which
relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

     (b) If less than all the  Securities  of a series are to be  redeemed,  the
Company  shall give the Trustee at least 45 days'  notice in advance of the date
fixed for redemption  (unless the Trustee shall agree to a shorter period) as to
the aggregate  principal amount of Securities of the series to be redeemed,  and
thereupon the Trustee  shall select,  by lot or in such other manner as it shall
deem  appropriate  and fair in its  discretion  and  which may  provide  for the
selection  of a portion or portions  (equal to $1,000 or any  integral  multiple
thereof, subject to Sections 2.01(xi) and (xiv)) of the principal amount of such
Securities of a  denomination  larger than $1,000  (subject as  aforesaid),  the
Securities to be redeemed and shall  thereafter  promptly  notify the Company in
writing of the numbers of the Securities to be redeemed, in whole or in part.

      The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by an Authorized Officer, instruct the Trustee
or any paying agent to call all or any part of the Securities of a particular
series for redemption and to give notice of redemption in the manner set forth
in this Section, such notice to be in the name of the Company or its own name as
the Trustee or such paying agent may deem advisable. In any case in which notice
of redemption is to be given by the Trustee or any such paying agent, the
Company shall deliver or cause to be delivered to, or permit to remain with, the
Trustee or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such paying agent to give any notice by mail
that may be required under the provisions of this Section.

SECTION 3.03. (a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with, subject to the Company Order or supplemental indenture
hereto establishing the terms of such series of Securities, interest accrued to
the date fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such redemption price and
accrued interest with respect to any such Security or portion thereof. On
presentation and surrender of such Securities on or after the date fixed for
redemption at the place of payment specified in the notice, said Securities
shall be paid and redeemed at the applicable redemption price for such series,
together with, subject to the Company Order or supplemental indenture hereto
establishing the terms of such series of Securities, interest accrued thereon to
the date fixed for redemption.

     (b)  Upon  presentation  of any  Security  of such  series  which  is to be
redeemed  in  part  only,  the  Company  shall  execute  and the  Trustee  shall
authenticate  and the office or agency  where the  Security is  presented  shall
deliver to the holder thereof,  at the expense of the Company, a new Security or
Securities of the same series,  of authorized  denominations in principal amount
equal to the unredeemed portion of the Security so presented.

SECTION 3.04. The provisions of this Section 3.04 and Sections 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of such series as provided for by the terms of Securities of such
series.

SECTION 3.05. The Company (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (ii) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any mandatory
sinking fund payment; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the redemption price specified in such Securities for redemption
through operation of the mandatory sinking fund and the amount of such mandatory
sinking fund payment shall be reduced accordingly.

SECTION 3.06. Not less than 45 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 3.05 and the basis for such credit and will, together with
such Officers' Certificate, deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.02 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.02, except that the notice of redemption
shall also state that the Securities of such series are being redeemed by
operation of the sinking fund and the sinking fund payment date. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 3.03.

                                  ARTICLE FOUR
                       PARTICULAR COVENANTS OF THE COMPANY

      The Company covenants and agrees for each series of the Securities as
follows:

SECTION 4.01. The Company will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Securities of that series
at the time and place and in the manner provided herein and established with
respect to such Securities.

SECTION 4.02. So long as any series of the Securities remain outstanding, the
Company agrees to maintain an office or agency with respect to each such series,
which shall be in the Borough of Manhattan, the City and State of New York or at
such other location or locations as may be designated as provided in this
Section 4.02, where (i) Securities of that series may be presented for payment,
(ii) Securities of that series may be presented as hereinabove authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by an Authorized
Officer and delivered to the Trustee, designate some other office or agency for
such purposes or any of them. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and demands.
The Trustee will initially act as paying agent for the Securities.

      The Company may also from time to time, by written notice signed by an
Authorized Officer and delivered to the Trustee, designate one or more other
offices or agencies for the foregoing purposes within or outside the Borough of
Manhattan, City of New York, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligations to maintain an office or
agency in the Borough of Manhattan, City of New York for the foregoing purposes.
The Company will give prompt written notice to the Trustee of any change in the
location of any such other office or agency.

SECTION 4.03. (a) If the Company shall appoint one or more paying agents for all
or any series of the Securities, other than the Trustee, the Company will cause
each such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section:

     (1)  that it will hold all sums held by it as such agent for the payment of
          the principal of (and premium,  if any) or interest on the  Securities
          of that series  (whether such sums have been paid to it by the Company
          or by any other obligor of such  Securities)  in trust for the benefit
          of the persons entitled thereto;

     (2)  that it will give the Trustee notice of any failure by the Company (or
          by any other  obligor of such  Securities)  to make any payment of the
          principal of (and  premium,  if any) or interest on the  Securities of
          that series when the same shall be due and payable;

     (3)  that it will,  at any  time  during  the  continuance  of any  failure
          referred to in the preceding  paragraph (a)(2) above, upon the written
          request of the Trustee,  forthwith pay to the Trustee all sums so held
          in trust by such paying agent; and

     (4)  that it will  perform all other duties of paying agent as set forth in
          this Indenture.

     (b) If the Company  shall act as its own paying  agent with  respect to any
series of the Securities, it will on or before each due date of the principal of
(and  premium,  if any) or interest on  Securities  of that  series,  set aside,
segregate  and hold in trust for the benefit of the persons  entitled  thereto a
sum  sufficient  to pay such  principal  (and  premium,  if any) or  interest so
becoming due on  Securities of that series until such sums shall be paid to such
persons or otherwise disposed of as herein provided and will promptly notify the
Trustee  of such  action,  or any  failure  (by it or any other  obligor on such
Securities)  to take such action.  Whenever  the Company  shall have one or more
paying agents for any series of Securities,  it will,  prior to each due date of
the  principal of (and  premium,  if any) or interest on any  Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and
premium,  if any) or interest so becoming  due, such sum to be held in trust for
the benefit of the persons entitled to such principal,  premium or interest, and
(unless such paying agent is the Trustee) the Company will  promptly  notify the
Trustee of its action or failure so to act.

     (c)  Anything  in this  Section to the  contrary  notwithstanding,  (i) the
agreement  to hold sums in trust as provided  in this  Section is subject to the
provisions  of Section  11.04,  and (ii) the  Company  may at any time,  for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other  purpose,  pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying  agent,  such sums to be held by the
Trustee  upon the same terms and  conditions  as those upon which such sums were
held by the Company or such paying  agent;  and, upon such payment by any paying
agent to the  Trustee,  such paying  agent  shall be  released  from all further
liability with respect to such money.

SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 4.05. Unless a Company Order or supplemental indenture establishing the
series of Securities provides otherwise, the Company will not, while any of the
Securities remain outstanding, consolidate with, or merge into, or merge into
itself, or sell or convey all or substantially all of its property to any other
Person unless the provisions of Article Ten hereof are complied with.

                                  ARTICLE FIVE
                SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

SECTION 5.01. The Company will furnish or cause to be furnished to the Trustee
(a) on each regular record date (as defined in Section 2.03) for the Securities
of each Tranche of a series a list, in such form as the Trustee may reasonably
require, of the names and addresses of the holders of such Tranche of Securities
as of such regular record date, provided, that the Company shall not be
obligated to furnish or cause to be furnished such list at any time that the
list shall not differ in any respect from the most recent list furnished to the
Trustee by the Company and (b) at such other times as the Trustee may request in
writing within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, no such list need be furnished
for any series for which the Trustee shall be the Security Registrar.

SECTION 5.02. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

     (b) The Trustee may destroy any list furnished to it as provided in Section
5.01 upon receipt of a new list so furnished.

     (c) In case three or more holders of  Securities  of a series  (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee  reasonable  proof that each such  applicant  has owned a Security for a
period of at least six months preceding the date of such  application,  and such
application  states that the applicants desire to communicate with other holders
of Securities of such series or holders of all Securities  with respect to their
rights under this  Indenture or under such  Securities,  and is accompanied by a
copy of the form of proxy or other  communication  which such applicants propose
to transmit, then the Trustee shall, within five Business Days after the receipt
of such application, at its election, either:

     (1)  afford to such applicants  access to the information  preserved at the
          time by the Trustee in  accordance  with the  provisions of subsection
          (a) of this Section 5.02; or

     (2)  inform  such  applicants  as to the  approximate  number of holders of
          Securities  of such series or of all  Securities,  as the case may be,
          whose names and addresses  appear in the information  preserved at the
          time by the Trustee,  in accordance  with the provisions of subsection
          (a) of this Section 5.02, and as to the approximate cost of mailing to
          such Securityholders the form of proxy or other communication, if any,
          specified in such application.

     (d) If the Trustee shall elect not to afford such applicants access to such
information,  the Trustee shall,  upon the written  request of such  applicants,
mail to each  holder of such  series or of all  Securities,  as the case may be,
whose name and address appears in the  information  preserved at the time by the
Trustee in accordance  with the  provisions  of  subsection  (a) of this Section
5.02, a copy of the form of proxy or other  communication  which is specified in
such request,  with reasonable  promptness  after a tender to the Trustee of the
material to be mailed and of  payment,  or  provision  for the  payment,  of the
reasonable  expenses of mailing,  unless within five days after such tender, the
Trustee shall mail to such  applicants  and file with the  Commission,  together
with a copy of the  material  to be mailed,  a written  statement  to the effect
that, in the opinion of the Trustee,  such mailing would be contrary to the best
interests of the holders of Securities of such series or of all  Securities,  as
the case may be,  or would be in  violation  of  applicable  law.  Such  written
statement  shall specify the basis of such  opinion.  If the  Commission,  after
opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if,
after  the  entry of an order  sustaining  one or more of such  objections,  the
Commission  shall find,  after notice and opportunity for hearing,  that all the
objections so sustained have been met and shall enter an order so declaring, the
Trustee  shall mail  copies of such  material to all such  Securityholders  with
reasonable  promptness  after the entry of such  order and the  renewal  of such
tender;  otherwise,  the Trustee shall be relieved of any  obligation or duty to
such applicants respecting their application.

     (e) Each and every holder of the  Securities,  by receiving and holding the
same,  agrees with the Company and the Trustee  that neither the Company nor the
Trustee  nor  any  paying  agent  nor  any  Security  Registrar  shall  be  held
accountable by reason of the disclosure of any such  information as to the names
and addresses of the holders of Securities in accordance  with the provisions of
subsection  (c) of this  Section,  regardless  of the  source  from  which  such
information was derived,  and that the Trustee shall not be held  accountable by
reason of mailing any material  pursuant to a request made under said subsection
(c).

SECTION 5.03. (a) The Company covenants and agrees to file with the Trustee,
within 30 days after the Company is required to file the same with the
Commission, a copy of the annual reports and of the information, documents and
other reports (or a copy of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and, unless the Commission shall not accept such
information, documents or reports, the Commission, in accordance with the rules
and regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

     (b) The  Company  covenants  and  agrees to file with the  Trustee  and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information,  documents and reports with
respect to compliance by the Company with the conditions and covenants  provided
for in this  Indenture  as may be  required  from time to time by such rules and
regulations.

     (c) The  Company  covenants  and agrees to  transmit  by mail,  first class
postage  prepaid,  or reputable  over-night  delivery service which provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the  Security  Register,  within 30 days after the filing  thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company  pursuant to subsections (a) and (b) of this Section as may
be  required  by  rules  and  regulations  prescribed  from  time to time by the
Commission.

     (d) The  Company  covenants  and agrees to furnish  to the  Trustee,  on or
before  May 15 in  each  calendar  year  in  which  any of  the  Securities  are
outstanding, or on or before such other day in each calendar year as the Company
and the Trustee may from time to time agree upon, a Certificate as to compliance
with all conditions  and covenants  under this  Indenture.  For purposes of this
subsection (d), such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.

     (e)  Delivery  of such  information,  documents  or reports to the  Trustee
pursuant to Section  5.03(a) or 5.03(b) is for  informational  purposes only and
the Trustee's  receipt thereof shall not constitute  constructive  notice of any
information   contained  therein  or  determinable  from  information  contained
therein,  including,  in the case of Section 5.03(b),  the Company's  compliance
with any of the covenants hereunder.

SECTION 5.04. (a) On or before July 15 in each year in which any of the
Securities are outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15,
with respect to any of the following events which may have occurred within the
previous twelve months (but if no such event has occurred within such period no
report need be transmitted):

     (1)  any  change  to  its   eligibility   under  Section   7.09,   and  its
          qualifications under Section 310(b) of the Trust Indenture Act;

     (2)  the creation of or any material change to a relationship  specified in
          paragraphs (1) through (10) of Section 310 of the Trust Indenture Act;

     (3)  the character and amount of any advances (and if the Trustee elects so
          to state,  the  circumstances  surrounding the making thereof) made by
          the Trustee (as such) which remain  unpaid on the date of such report,
          and for the  reimbursement  of which it  claims or may claim a lien or
          charge, prior to that of the Securities, on any property or funds held
          or  collected by it as trustee if such  advances so  remaining  unpaid
          aggregate  more  than  1/2  of 1%  of  the  principal  amount  of  the
          Securities outstanding on the date of such report;

     (4)  any change to the amount,  interest  rate,  and  maturity  date of all
          other  indebtedness  owing by the Company,  or by any other obligor on
          the Securities, to the Trustee in its individual capacity, on the date
          of such  report,  with a brief  description  of any  property  held as
          collateral  security  therefor,  except any indebtedness  based upon a
          creditor  relationship  arising in any manner  described in paragraphs
          (2), (3), (4) or (6) of Section 311(b) of the Trust Indenture Act;

     (5)  any  change to the  property  and  funds,  if any,  physically  in the
          possession of the Trustee as such on the date of such report;

     (6)  any release,  or release and substitution,  of property subject to the
          lien, if any, of this Indenture  (and the  consideration  thereof,  if
          any) which it has not previously reported;

     (7)  any  additional   issue  of  Securities  which  the  Trustee  has  not
          previously reported; and

     (8)  any action taken by the Trustee in the performance of its duties under
          this Indenture  which it has not previously  reported and which in its
          opinion  materially  affects the  Securities or the  Securities of any
          series, except any action in respect of a default, notice of which has
          been or is to be withheld by it in accordance  with the  provisions of
          Section 6.07.

     (b) The Trustee shall transmit by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register,
a brief report with respect to the  character and amount of any advances (and if
the  Trustee  elects so to  state,  the  circumstances  surrounding  the  making
thereof)  made by the  Trustee  as  such  since  the  date  of the  last  report
transmitted  pursuant to the provisions of subsection (a) of this Section (or if
no such report has yet been so transmitted,  since the date of execution of this
Indenture),  for the  reimbursement  of which it  claims  or may claim a lien or
charge prior to that of the  Securities  of any series on property or funds held
or collected by it as Trustee, and which it has not previously reported pursuant
to this subsection if such advances  remaining unpaid at any time aggregate more
than 10% of the principal  amount of Securities  of such series  outstanding  at
such time, such report to be transmitted within 90 days after such time.

     (c) A copy of each such report shall,  at the time of such  transmission to
Securityholders,  be filed by the  Trustee  with the  Company,  with each  stock
exchange upon which any  Securities  are listed (if so listed) and also with the
Commission.  The Company agrees to notify the Trustee when any Securities become
listed on any stock exchange.

                                  ARTICLE SIX
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

SECTION 6.01. (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the following
events which has occurred and is continuing:

     (1)  default in the payment of any  installment of interest upon any of the
          Securities  of that series,  as and when the same shall become due and
          payable, and continuance of such default for a period of 30 days;

     (2)  default in the payment of the  principal of (or  premium,  if any, on)
          any of the Securities of that series as and when the same shall become
          due and payable whether at maturity, upon redemption,  pursuant to any
          sinking fund obligation,  by declaration or otherwise, and continuance
          of such default for a period of 3 Business Days;

     (3)  failure on the part of the  Company  duly to  observe  or perform  any
          other of the  covenants or  agreements on the part of the Company with
          respect to that  series  contained  in such  Securities  or  otherwise
          established  with  respect to that  series of  Securities  pursuant to
          Section  2.01  hereof or  contained  in this  Indenture  (other than a
          covenant  or  agreement  which  has been  expressly  included  in this
          Indenture  solely for the benefit of one or more series of  Securities
          other  than such  series)  for a period  of 90 days  after the date on
          which  written  notice  of  such  failure,  requiring  the  same to be
          remedied  and  stating  that  such  notice is a  "Notice  of  Default"
          hereunder,  shall have been given to the  Company by the  Trustee,  by
          registered or certified mail, or to the Company and the Trustee by the
          holders of at least 33% in principal  amount of the Securities of that
          series at the time outstanding;

     (4)  a decree or order by a court having jurisdiction in the premises shall
          have been entered  adjudging the Company as bankrupt or insolvent,  or
          approving  as  properly  filed  a  petition  seeking   liquidation  or
          reorganization of the Company under the Federal Bankruptcy Code or any
          other  similar  applicable  Federal or State law,  and such  decree or
          order shall have  continued  unvacated and unstayed for a period of 90
          consecutive days; or an involuntary case shall be commenced under such
          Code in respect of the Company and shall  continue  undismissed  for a
          period  of 90  consecutive  days or an order  for  relief in such case
          shall  have  been  entered;  or a decree  or  order of a court  having
          jurisdiction   in  the  premises  shall  have  been  entered  for  the
          appointment on the ground of insolvency or bankruptcy of a receiver or
          custodian  or  liquidator  or trustee or  assignee  in  bankruptcy  or
          insolvency of the Company or of its property, or for the winding up or
          liquidation  of its  affairs,  and such  decree  or order  shall  have
          remained  in  force   unvacated  and  unstayed  for  a  period  of  90
          consecutive days;

     (5)  the Company shall institute  proceedings to be adjudicated a voluntary
          bankrupt,  or shall  consent to the filing of a bankruptcy  proceeding
          against  it, or shall  file a petition  or answer or  consent  seeking
          liquidation or reorganization under the Federal Bankruptcy Code or any
          other similar applicable Federal or State law, or shall consent to the
          filing of any such  petition,  or shall consent to the  appointment on
          the ground of  insolvency  or bankruptcy of a receiver or custodian or
          liquidator or trustee or assignee in bankruptcy or insolvency of it or
          of its  property,  or shall  make an  assignment  for the  benefit  of
          creditors; or

     (6)  the  occurrence  of  any  other  Event  of  Default  with  respect  to
          Securities of such series, as contemplated by Section 2.01 hereof.

     (b)  The  Company  shall  file  with  the  Trustee  written  notice  of the
occurrence  of any Event of Default  within five  Business Days of the Company's
becoming aware of any such Event of Default. In each and every such case, unless
the principal of all the Securities of that series shall have already become due
and payable, either the Trustee or the holders of not less than 33% in aggregate
principal amount of the Securities of that series then outstanding hereunder, by
notice  in  writing  to the  Company  (and  to the  Trustee  if  given  by  such
Securityholders),  may declare the principal (or, if any of such  Securities are
Discount  Securities,  such portion of the  principal  amount  thereof as may be
specified by their terms as  contemplated by Section 2.01) of all the Securities
of that series to be due and payable immediately,  and upon any such declaration
the same  shall  become  and  shall be  immediately  due and  payable,  anything
contained in this  Indenture or in the  Securities of that series or established
with  respect to that  series  pursuant to Section  2.01 hereof to the  contrary
notwithstanding.

     (c) Section 6.01(b),  however,  is subject to the condition that if, at any
time after the  principal  of the  Securities  of that series shall have been so
declared due and  payable,  and before any judgment or decree for the payment of
the monies due shall have been obtained or entered as hereinafter provided,  the
Company shall pay or shall deposit with the Trustee a sum  sufficient to pay all
matured  installments of interest upon all the Securities of that series and the
principal of (and  premium,  if any, on) any and all  Securities  of that series
which shall have become due otherwise than by  acceleration  (with interest upon
such  principal  and  premium,  if any,  and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest,  at the
rate per annum  expressed in the  Securities  of that series to the date of such
payment or deposit) and the amount  payable to the Trustee  under  Section 7.06,
and any and all  defaults  under the  Indenture,  other than the  nonpayment  of
principal on  Securities of that series which shall not have become due by their
terms,  shall have been remedied or waived as provided in Section 6.06, then and
in every such case the holders of a majority in  aggregate  principal  amount of
the Securities of that series then outstanding, by written notice to the Company
and to the Trustee,  may rescind and annul such declaration and its consequences
with respect to that series of Securities;  but no such rescission and annulment
shall  extend to or shall  affect any  subsequent  default,  or shall impair any
right consequent thereon.

     (d) In case  the  Trustee  has been  directed  by  Securityholders  and has
proceeded to enforce any right with respect to  Securities  of that series under
this Indenture and such  proceedings  shall have been  discontinued or abandoned
because of such  rescission  or  annulment or for any other reason or shall have
been  determined  adversely  to the  Trustee,  then and in every  such  case the
Company and the Trustee shall be restored respectively to their former positions
and rights hereunder, and all rights, remedies and powers of the Company and the
Trustee shall continue as though no such proceedings had been taken.

SECTION 6.02. (a) The Company covenants that in case an Event of Default
described in subsection 6.01(a)(1) or (a)(2) shall have occurred and be
continuing, upon demand of the Trustee, the Company will pay to the Trustee, for
the benefit of the holders of the Securities of that series, the whole amount
that then shall have become due and payable on all such Securities for principal
(and premium, if any) or interest, or both, as the case may be, with interest
upon the overdue principal (and premium, if any) and (to the extent that payment
of such interest is enforceable under applicable law and without duplication of
any other amounts paid by the Company in respect thereof) upon overdue
installments of interest at the rate per annum expressed in the Securities of
that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount payable
to the Trustee under Section 7.06.

     (b) In case the Company shall fail  forthwith to pay such amounts upon such
demand,  the Trustee,  in its own name and as trustee of an express trust, shall
be entitled and  empowered to institute any action or  proceedings  at law or in
equity for the  collection of the sums so due and unpaid,  and may prosecute any
such action or proceeding to judgment or final decree,  and may enforce any such
judgment  or  final  decree  against  the  Company  or  other  obligor  upon the
Securities  of that series and collect in the manner  provided by law out of the
property  of the Company or other  obligor  upon the  Securities  of that series
wherever situated the monies adjudged or decreed to be payable.

     (c) In  case  of any  receivership,  insolvency,  liquidation,  bankruptcy,
reorganization,   readjustment,   arrangement,  composition  or  other  judicial
proceedings affecting the Company, any other obligor on such Securities,  or the
creditors  or property of either,  the Trustee  shall have power to intervene in
such  proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise  provided by law) be entitled to file such
proofs of claim and other papers and  documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of  Securities  of
such series allowed for the entire amount due and payable by the Company or such
other  obligor  under  this  Indenture  at  the  date  of  institution  of  such
proceedings  and for any  additional  amount which may become due and payable by
the Company or such other  obligor  after such date,  and to collect and receive
any monies or other property  payable or  deliverable on any such claim,  and to
distribute  the same after the  deduction  of the amount  payable to the Trustee
under  Section  7.06;  and any  receiver,  assignee or trustee in  bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee,  and, in the event that the Trustee
shall consent to the making of such payments  directly to such  Securityholders,
to pay to the Trustee any amount due it under Section 7.06.

     (d) All rights of action and of asserting  claims under this Indenture,  or
under any of the terms  established  with respect to  Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or  proceeding  instituted  by the Trustee shall be brought in its
own name as trustee of an express  trust,  and any  recovery of judgment  shall,
after  provision  for payment to the  Trustee of any  amounts due under  Section
7.06,  be for the  ratable  benefit  of the  holders of the  Securities  of such
series.

      In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

SECTION 6.03. Any monies collected by the Trustee pursuant to Section 6.02 with
respect to a particular series of Securities shall be applied in the order
following, at the date or dates fixed by the Trustee and, in case of the
distribution of such monies on account of principal (or premium, if any) or
interest, upon presentation of the several Securities of that series, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

            FIRST:      To the payment of costs and expenses of collection and
      of all amounts payable to the Trustee under Section 7.06;

            SECOND: To the payment of the amounts then due and unpaid upon
      Securities of such series for principal (and premium, if any) and
      interest, in respect of which or for the benefit of which such money has
      been collected, ratably, without preference or priority of any kind,
      according to the amounts due and payable on such Securities for principal
      (and premium, if any) and interest, respectively; and

            THIRD:      To the Company.

SECTION 6.04. No holder of any Security of any series shall have any right by
virtue or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to Securities of such series specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 33% in
aggregate principal amount of the Securities of such series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right in
any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of such series. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

      Notwithstanding any other provisions of this Indenture, however, the right
of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

SECTION 6.05. (a) All powers and remedies given by this Article to the Trustee
or to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any others thereof or of any other powers and
remedies available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established
with respect to such Securities.

     (b) No delay or  omission  of the  Trustee  or of any  holder of any of the
Securities  to exercise  any right or power  accruing  upon any Event of Default
occurring and continuing as aforesaid  shall impair any such right or power,  or
shall  be  construed  to be a  waiver  of any such  default  or an  acquiescence
therein;  and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the  Securityholders may be
exercised from time to time, and as often as shall be deemed  expedient,  by the
Trustee or by the Securityholders.

SECTION 6.06. The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding, determined in accordance with
Section 8.04, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or unduly prejudicial to the rights of holders of
Securities of any other series at the time outstanding determined in accordance
with Section 8.04 not parties thereto. Subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed might involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding affected thereby,
determined in accordance with Section 8.04, may on behalf of the holders of all
of the Securities of such series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except a default in the
payment of the principal of, or premium, if any, or interest on, any of the
Securities of that series as and when the same shall become due by the terms of
such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal otherwise than by acceleration and any premium has been deposited with
the Trustee (in accordance with Section 6.01(c))) or a call for redemption of
Securities of that series. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

SECTION 6.07. The Trustee shall, within 90 days after the occurrence of a
default with respect to a particular series, transmit by mail, first class
postage prepaid, to the holders of Securities of that series, as their names and
addresses appear upon the Security Register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice (the term "defaults" for the purposes
of this Section being hereby defined to be the events specified in subsections
(1), (2), (3), (4), (5), (6) and (7) of Section 6.01(a), not including any
periods of grace provided for therein and irrespective of the giving of notice
provided for by subsection (4) of Section 6.01(a)); provided, that, except in
the case of default in the payment of the principal of (or premium, if any) or
interest on any of the Securities of that series or in the payment of any
sinking or analogous fund installment established with respect to that series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
and/or Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Securities of
that series; provided further, that in the case of any default of the character
specified in Section 6.01(a)(4) with respect to Securities of such series no
such notice to the holders of the Securities of that series shall be given until
at least 30 days after the occurrence thereof.

      The Trustee shall not be deemed to have knowledge of any default, except
(i) a default under subsection (a)(1), (a)(2) or (a)(3) of Section 6.01 as long
as the Trustee is acting as paying agent for such series of Securities or (ii)
any default as to which the Trustee shall have received written notice or a
Responsible Officer charged with the administration of this Indenture shall have
obtained written notice.

SECTION 6.08. All parties to this Indenture agree, and each holder of any
Securities by his or her acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                 ARTICLE SEVEN
                             CONCERNING THE TRUSTEE

SECTION 7.01. (a) The Trustee, prior to the occurrence of an Event of Default
with respect to Securities of a series and after the curing of all Events of
Default with respect to Securities of that series which may have occurred, shall
undertake to perform with respect to Securities of such series such duties and
only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee.
In case an Event of Default with respect to Securities of a series has occurred
(which has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

     (b) No  provision  of this  Indenture  shall be  construed  to relieve  the
Trustee from liability for its own negligent  action,  its own negligent failure
to act, or its own willful misconduct, except that:

     (1)  prior to the  occurrence  of an  Event  of  Default  with  respect  to
          Securities  of a series  and after the  curing or  waiving of all such
          Events of Default with respect to that series which may have occurred:

          (i)  the duties and  obligations  of the Trustee shall with respect to
               Securities  of such  series be  determined  solely by the express
               provisions of this Indenture, and the Trustee shall not be liable
               with  respect  to  Securities  of  such  series  except  for  the
               performance of such duties and  obligations  as are  specifically
               set  forth  in  this  Indenture,  and  no  implied  covenants  or
               obligations  shall  be  read  into  this  Indenture  against  the
               Trustee; and

          (ii) in the  absence  of bad  faith  on the part of the  Trustee,  the
               Trustee   may  with   respect  to   Securities   of  such  series
               conclusively  rely,  as to the  truth of the  statements  and the
               correctness  of  the  opinions   expressed   therein,   upon  any
               certificates or opinions  furnished to the Trustee and conforming
               to the  requirements  of this  Indenture;  but in the case of any
               such  certificates or opinions which by any provision  hereof are
               specifically required to be furnished to the Trustee, the Trustee
               shall be under a duty to examine the same to determine whether or
               not they conform to the  requirements of this Indenture (but need
               not  confirm  or   investigate   the  accuracy  of   mathematical
               calculations or other facts stated therein);

     (2)  the Trustee shall not be liable for any error of judgment made in good
          faith by a Responsible Officer or Responsible Officers of the Trustee,
          unless  it  shall  be  proved  that  the  Trustee  was   negligent  in
          ascertaining the pertinent facts;

     (3)  the Trustee  shall not be liable with  respect to any action  taken or
          omitted  to be  taken  by it in good  faith  in  accordance  with  the
          direction  of the  holders  of not less than a majority  in  principal
          amount  of the  Securities  of any  series  at  the  time  outstanding
          relating to the time,  method and place of conducting  any  proceeding
          for any remedy  available to the Trustee,  or exercising  any trust or
          power  conferred upon the Trustee under this Indenture with respect to
          the Securities of that series; and

     (4)  none of the provisions  contained in this Indenture  shall require the
          Trustee  to expend or risk its own  funds or  otherwise  incur or risk
          personal  financial  liability in the performance of any of its duties
          or in the  exercise  of any of its  rights or powers,  if the  Trustee
          reasonably  believes  that the repayment of such funds or liability is
          not  reasonably  assured  to it under the terms of this  Indenture  or
          adequate indemnity against such risk is not reasonably assured to it.

     (c) Whether or not therein  expressly so provided,  every provision of this
Indenture  relating to the conduct or  affecting  the  liability of or affording
protection  to  the  Trustee,  or any  other  capacity  the  Trustee  may  serve
hereunder, shall be subject to the provisions of this Section 7.01.

SECTION 7.02.     Except as otherwise provided in Section 7.01:

     (a) The  Trustee  may  conclusively  rely and shall be fully  protected  in
acting or refraining  from acting upon any resolution,  certificate,  statement,
instrument, opinion, report, notice, request, direction, consent, order, demand,
approval,  bond,  security or other  paper or document  believed by it (i) to be
genuine  and (ii) to have  been  signed  or  presented  by the  proper  party or
parties;

     (b) Any request, direction, order or demand of the Company mentioned herein
shall  be  sufficiently   evidenced  by  a  Board  Resolution  or  an  Officers'
Certificate (unless other evidence in respect thereof is specifically prescribed
herein);

     (c) The  Trustee may consult  with  counsel and the written  advice of such
counsel or any Opinion of Counsel shall be full and complete  authorization  and
protection  in respect of any action  taken or suffered or omitted  hereunder in
good faith and in reliance thereon;

     (d) The Trustee  shall be under no obligation to exercise any of the rights
or powers vested in it by this  Indenture at the request,  order or direction of
any of the Securityholders, pursuant to the provisions of this Indenture, unless
such  Securityholders  shall have  offered to the Trustee  security or indemnity
satisfactory  to it against the costs,  expenses  and  liabilities  which may be
incurred therein or thereby;  nothing herein contained shall,  however,  relieve
the Trustee of the  obligation,  upon the occurrence of an Event of Default with
respect  to a series of the  Securities  (which has not been cured or waived) to
exercise with respect to Securities of that series such of the rights and powers
vested in it by this Indenture,  and to use the same degree of care and skill in
their exercise,  as a prudent man would exercise or use under the  circumstances
in the conduct of his own affairs;

     (e) The Trustee  shall not be liable for any action  taken or omitted to be
taken by it in good  faith and  believed  by it to be  authorized  or within the
discretion or rights or powers conferred upon it by this Indenture;

     (f) The Trustee shall not be bound to make any investigation into the facts
or  matters  stated  in  any  resolution,  certificate,  statement,  instrument,
opinion, report, notice, request, consent,  direction,  order, demand, approval,
bond, security, or other papers or documents,  unless requested in writing so to
do by the  holders  of not less  than a  majority  in  principal  amount  of the
outstanding  Securities of the particular series affected thereby (determined as
provided in Section  8.04);  provided,  however,  that if the  payment  within a
reasonable time to the Trustee of the costs,  expenses or liabilities  likely to
be incurred by it in the making of such  investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this  Indenture,  the  Trustee  may  require  reasonable  indemnity
against  such costs,  expenses or  liabilities  as a condition  precedent  to so
proceeding.  The reasonable  expense of every such examination  shall be paid by
the Company  or, if paid by the  Trustee,  shall be repaid by the  Company  upon
demand.  Notwithstanding the foregoing,  the Trustee, in its direction, may make
such further inquiry or  investigation  into such facts or matters as it may see
fit. In making any  investigation  required or authorized by this  subparagraph,
the  Trustee  shall be entitled to examine  books,  records and  premises of the
Company, personally or by agent or attorney;

     (g) The  Trustee  may  execute  any of the  trusts or powers  hereunder  or
perform  any  duties  hereunder  either  directly  or by or  through  agents  or
attorneys  and the  Trustee  shall  not be  responsible  for any  misconduct  or
negligence  on the part of any agent or attorney  appointed  with due care by it
hereunder;

     (h) The  permissive  right of the Trustee to do things  enumerated  in this
Indenture shall not be construed as a duty.

SECTION 7.03. (a) The recitals contained herein and in the Securities (other
than the Certificate of Authentication on the Securities) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.

     (b) The Trustee makes no  representations as to the validity or sufficiency
of this Indenture or of the Securities.

     (c) The Trustee shall not be accountable  for the use or application by the
Company of any of the Securities or of the proceeds of such  Securities,  or for
the use or application of any monies paid over by the Trustee in accordance with
any provision of this Indenture or established  pursuant to Section 2.01, or for
the use or application of any monies received by any paying agent other than the
Trustee.

SECTION 7.04. The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, paying agent or
Security Registrar.

SECTION 7.05. Subject to the provisions of Section 11.04, all monies received by
the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any monies received by it hereunder except such as it
may agree in writing with the Company to pay thereon.

SECTION 7.06. (a) The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the reasonable expenses and disbursements of its
counsel and agents and of all persons not regularly in its employ) except any
such expense, disbursement or advance as may arise from its negligence, willful
misconduct or bad faith. The Company also covenants to indemnify the Trustee
(and its officers, agents, directors and employees) for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, willful
misconduct or bad faith on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust, including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder.

     (b) The  obligations  of the Company under this Section to  compensate  and
indemnify  the  Trustee  and to pay  or  reimburse  the  Trustee  for  expenses,
disbursements and advances shall constitute additional  indebtedness  hereunder.
Such  additional  indebtedness  shall be  secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except  funds  held in  trust  for the  benefit  of the  holders  of  particular
Securities.

     (c) Without  prejudice to any other rights  available to the Trustee  under
applicable  law,  when the  Trustee  incurs  expenses  or  renders  services  in
connection with an Event of Default, the expenses (including  reasonable charges
and expenses of its counsel) and  compensation  for its services are intended to
constitute  expenses  of  administration   under  applicable  federal  or  state
bankruptcy, insolvency or similar law.

     (d) The provisions of this Section 7.06 shall survive the  satisfaction and
discharge of this Indenture or the appointment of a successor trustee.

SECTION 7.07. Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee and
such certificate, in the absence of bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken, suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.

SECTION 7.08. If the Trustee has acquired or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 7.09. There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million dollars, and subject to supervision or examination by Federal,
State, Territorial, or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Company may not, nor may any person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.

SECTION 7.10. (a) The Trustee or any successor hereafter appointed, may at any
time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first class postage prepaid, to the Securityholders of such series, as
their names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security or
Securities for at least six months may, subject to the provisions of Section
6.08, on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

     (b) In case at any time any of the following shall occur:

          (1)  the Trustee  shall fail to comply with the  provisions of Section
               7.08 after  written  request  therefor  by the  Company or by any
               Securityholder  who has been a bona fide  holder of a Security or
               Securities for at least six months; or

          (2)  The Trustee  shall cease to be  eligible in  accordance  with the
               provisions of Section 7.09 and shall fail to resign after written
               request therefor by the Company or by any such Securityholder; or

          (3)  the  Trustee  shall  become  incapable  of  acting,  or  shall be
               adjudged a bankrupt or insolvent, or a receiver of the Trustee or
               of its property  shall be appointed,  or any public officer shall
               take  charge or control  of the  Trustee  or of its  property  or
               affairs  for  the  purpose  of  rehabilitation,  conservation  or
               liquidation;

then, in any such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 6.08, unless, with respect to
subsection (b)(1) above, the Trustee's duty to resign is stayed as provided in
Section 310(b) of the Trust Indenture Act, any Securityholder who has been a
bona fide holder of a Security or Securities for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

     (c)  The  holders  of a  majority  in  aggregate  principal  amount  of the
Securities  of any  series at the time  outstanding  may at any time  remove the
Trustee with respect to such series and appoint a successor trustee.

     (d)  Any  resignation  or  removal  of the  Trustee  and  appointment  of a
successor  trustee with respect to the Securities of a series pursuant to any of
the  provisions  of this  Section  shall become  effective  upon  acceptance  of
appointment by the successor trustee as provided in Section 7.11.

     (e)  Any  successor  trustee  appointed  pursuant  to this  Section  may be
appointed  with respect to the  Securities  of one or more series or all of such
series,  and at any time there  shall be only one  Trustee  with  respect to the
Securities of any particular series.

SECTION 7.11. (a) In case of the appointment hereunder of a successor trustee
with respect to all Securities, every such successor trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor trustee all the rights, powers, and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor trustee all property
and money held by such retiring Trustee hereunder, subject to any prior lien
provided for in Section 7.06(b).

     (b) In  case of the  appointment  hereunder  of a  successor  trustee  with
respect to the Securities of one or more (but not all) series, the Company,  the
retiring  Trustee and each  successor  trustee with respect to the Securities of
one or more series shall  execute and deliver an indenture  supplemental  hereto
wherein each successor trustee shall accept such appointment and which (1) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm to, and to vest in,  each  successor  trustee  all the  rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates,  (2)
shall  contain  such  provisions  as shall be deemed  necessary  or desirable to
confirm that all the rights,  powers,  trusts and duties of the retiring Trustee
with respect to the  Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the  provisions of this  Indenture as shall be
necessary  to  provide  for or  facilitate  the  administration  of  the  trusts
hereunder by more than one Trustee,  it being  understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same  trust,  that  each  such  Trustee  shall be  trustee  of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such Trustee and that no Trustee shall be  responsible  for any act or
failure  to act on the  part  of any  other  Trustee  hereunder;  and  upon  the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become  effective to the extent provided  therein,
such  retiring  Trustee  shall with respect to the  Securities  of that or those
series  to which the  appointment  of such  successor  trustee  relates  have no
further  responsibility  for  the  exercise  of  rights  and  powers  or for the
performance  of the  duties and  obligations  vested in the  Trustee  under this
Indenture,  and each such  successor  trustee,  without any further act, deed or
conveyance,  shall become vested with all the rights,  powers, trusts and duties
of the retiring  Trustee with respect to the  Securities of that or those series
to which the appointment of such successor  trustee relates;  but, on request of
the Company or any successor  trustee,  such retiring Trustee shall duly assign,
transfer and deliver to such successor  trustee,  to the extent  contemplated by
such  supplemental  indenture,  the  property  and money  held by such  retiring
Trustee  hereunder  with  respect to the  Securities  of that or those series to
which the appointment of such successor trustee relates.

     (c) Upon request of any such successor  trustee,  the Company shall execute
any and all instruments  for more fully and certainly  vesting in and confirming
to such  successor  trustee all such  rights,  powers and trusts  referred to in
paragraph (a) or (b) of this Section, as the case may be.

     (d) No successor trustee shall accept its appointment unless at the time of
such  acceptance  such  successor  trustee  shall be  qualified  under the Trust
Indenture Act and eligible under this Article.

     (e) Upon  acceptance of appointment  by a successor  trustee as provided in
this  Section,  the Company  shall  transmit  notice of the  succession  of such
trustee hereunder by mail, first class postage prepaid, to the  Securityholders,
as their names and addresses appear upon the Security  Register.  If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the  successor  trustee,  the  successor  trustee  shall cause such notice to be
transmitted at the expense of the Company.

SECTION 7.12. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of the Trust
Indenture Act and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 7.13. If and when the Trustee shall become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding collection of claims against the
Company (or any other obligor upon the Securities).

                                 ARTICLE EIGHT
                         CONCERNING THE SECURITYHOLDERS

SECTION 8.01. Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the Securities
of a particular series may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action the holders
of such majority or specified percentage of that series have joined therein may
be evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in person or by agent or
proxy appointed in writing.

      If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Securities of that series
shall be computed as of the record date; provided that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

      In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the principal amount of a Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

SECTION 8.02. Subject to the provisions of Section 7.01, proof of the execution
of any instrument by a Securityholder (such proof will not require notarization)
or his agent or proxy and proof of the holding by any person of any of the
Securities shall be sufficient if made in the following manner:

     (a)  The  fact  and  date  of the  execution  by  any  such  person  of any
          instrument  may be proved in any reasonable  manner  acceptable to the
          Trustee.

     (b)  The ownership of Securities  shall be proved by the Security  Register
          of such  Securities  or by a  certificate  of the  Security  Registrar
          thereof.

     (c)  The Trustee may require such  additional  proof of any matter referred
          to in this Section as it shall deem necessary.

SECTION 8.03. Prior to the due presentment for registration of transfer of any
Security, the Company, the Trustee, any paying agent and any Security Registrar
may deem and treat the person in whose name such Security shall be registered
upon the books of the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership
or writing thereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.03) interest on such Security and for all
other purposes; and neither the Company nor the Trustee nor any paying agent nor
any Security Registrar shall be affected by any notice to the contrary.

SECTION 8.04. In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent or waiver under this Indenture, Securities of that series
which are owned by the Company or any other obligor on the Securities of that
series or by any person directly or indirectly controlling or controlled by or
under common control with the Company or any other obligor on the Securities of
that series shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series which the Trustee actually knows are
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not a
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

SECTION 8.05. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the holders
of the majority or percentage in aggregate principal amount of the Securities of
a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series which is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 9.01. In addition to any supplemental indenture otherwise authorized by
this Indenture, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Securityholders, for one or more of the following purposes:

     (a)  to evidence the succession of another  person to the Company,  and the
          assumption  by any such  successor  of the  covenants  of the  Company
          contained  herein  or  otherwise   established  with  respect  to  the
          Securities; or

     (b)  to  add to  the  covenants  of the  Company  such  further  covenants,
          restrictions,  conditions  or  provisions  for the  protection  of the
          holders  of the  Securities  of all or any  series,  and to  make  the
          occurrence, or the occurrence and continuance,  of a default in any of
          such additional  covenants,  restrictions,  conditions or provisions a
          default or an Event of Default with respect to such series  permitting
          the enforcement of all or any of the several remedies provided in this
          Indenture as herein set forth;  provided,  however, that in respect of
          any such additional covenant, restriction, condition or provision such
          supplemental  indenture  may provide for a particular  period of grace
          after default (which period may be shorter or longer than that allowed
          in the  case  of  other  defaults)  or may  provide  for an  immediate
          enforcement  upon such default or may limit the remedies  available to
          the Trustee upon such default or may limit the right of the holders of
          a majority in aggregate  principal  amount of the  Securities  of such
          series to waive such default; or

     (c)  to cure any  ambiguity  or to  correct  or  supplement  any  provision
          contained  herein  or in  any  supplemental  indenture  which  may  be
          defective or inconsistent with any other provision contained herein or
          in any  supplemental  indenture,  or to make such other  provisions in
          regard to matters or questions  arising under this  Indenture as shall
          not be  inconsistent  with the  provisions of this Indenture and shall
          not adversely affect the interests of the holders of the Securities of
          any series; or

     (d)  to change or eliminate any of the  provisions of this  Indenture or to
          add any new provision to this Indenture;  provided, however, that such
          change, elimination or addition shall become effective only when there
          is no  Security  outstanding  of  any  series  created  prior  to  the
          execution  of such  supplemental  indenture  that is  entitled  to the
          benefit of such provisions; or

     (e)  to  establish  the  form or  terms  of  Securities  of any  series  as
          permitted by Section 2.01; or

     (f)  to add any  additional  Events of Default  with  respect to all or any
          series of outstanding Securities; or

     (g)  to provide collateral security for the Securities; or

     (h)  to provide for the  authentication  and delivery of bearer  securities
          and  coupons  appertaining  thereto  representing  interest,  if  any,
          thereon and for the  procedures  for the  registration,  exchange  and
          replacement  thereof  and  for  the  giving  of  notice  to,  and  the
          solicitation of the vote or consent of, the holders  thereof,  and for
          any other matters incidental thereto; or

          (i)  to  evidence  and  provide  for  the  acceptance  of  appointment
               hereunder by a separate or successor  Trustee with respect to the
               Securities  of one or more  series and to add to or change any of
               the provisions of this Indenture as shall be necessary to provide
               for or facilitate the  administration  of the trusts hereunder by
               more than one Trustee,  pursuant to the  requirements  of Article
               Seven; or

     (j)  to change any place or places where (1) the  principal of and premium,
          if any, and interest, if any, on all or any series of Securities shall
          be payable, (2) all or any series of Securities may be surrendered for
          registration  of transfer,  (3) all or any series of Securities may be
          surrendered  for  exchange  and (4) notices and demands to or upon the
          Company  in  respect  of all or any  series  of  Securities  and  this
          Indenture may be served; provided,  however, that any such place shall
          be located  in New York,  New York or be the  principal  office of the
          Company; or

     (k)  to provide  for the payment by the  Company of  additional  amounts in
          respect  of certain  taxes  imposed  on  certain  holders  and for the
          treatment of such  additional  amounts as interest and for all matters
          incidental thereto; or

     (l)  to provide for the issuance of  Securities  denominated  in a currency
          other than  Dollars or in a  composite  currency  and for all  matters
          incidental thereto.

      Without limiting the generality of the foregoing, if the Trust Indenture
Act as in effect at the date of the execution and delivery of this Indenture or
at any time thereafter shall be amended and

     (x)  if any  such  amendment  shall  require  one or  more  changes  to any
          provisions   hereof  or  the  inclusion   herein  of  any   additional
          provisions,  or shall by  operation  of law be deemed  to effect  such
          changes or incorporate such provisions by reference or otherwise, this
          Indenture  shall be deemed to have been  amended  so as to  conform to
          such  amendment  to the Trust  Indenture  Act, and the Company and the
          Trustee may, without the consent of any Securityholders,  enter into a
          supplemental  indenture  hereto to effect or evidence  such changes or
          additional provisions; or

     (y)  if any such  amendment  shall  permit one or more  changes  to, or the
          elimination  of,  any  provisions  hereof  which,  at the  date of the
          execution and delivery hereof or at any time thereafter,  are required
          by the Trust  Indenture  Act to be contained  herein,  this  Indenture
          shall be  deemed to have  been  amended  to  effect  such  changes  or
          elimination,  and the Company and the Trustee may, without the consent
          of any Securityholders,  enter into a supplemental indenture hereto to
          effect such changes or elimination; or

     (z)  if, by reason of any such amendment,  one or more provisions which, at
          the  date  of  the  execution  and  delivery  hereof  or at  any  time
          thereafter,  are required by the Trust  Indenture  Act to be contained
          herein  shall be deemed to be  incorporated  herein  by  reference  or
          otherwise, or otherwise made applicable hereto, and shall no longer be
          required to be  contained  herein,  the  Company and the Trustee  may,
          without the consent of any Securityholders,  enter into a supplemental
          indenture hereto to effect the elimination of such provisions.

      The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

      Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

SECTION 9.02. With the consent (evidenced as provided in Section 8.01) of the
holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or indentures
at the time outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, or reduce the amount
of the principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.01,
without the consent of the holders of each Security then outstanding and
affected, (ii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture, or reduce the
percentage of Securities, the holders of which are required to waive any default
and its consequences, without the consent of the holder of each Security then
outstanding and affected thereby, or (iii) modify any provision of Section
6.01(c) (except to increase the percentage of principal amount of securities
required to rescind and annul any declaration of amounts due and payable under
the Securities) without the consent of the holders of each Security then
outstanding and affected thereby.

      Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

      A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or that modifies the
rights of holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the holders of Securities of any other series.

      It shall not be necessary for the consent of the Securityholders of any
series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

SECTION 9.03. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, this Indenture shall, with
respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

SECTION 9.04. Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article, Article Two or Article Seven or of
Section 10.01, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then outstanding.

SECTION 9.05. The Trustee, subject to the provisions of Section 7.01, shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article is authorized or permitted by, and conforms to, the terms of
this Article and that it is proper for the Trustee under the provisions of this
Article to join in the execution thereof.

                                  ARTICLE TEN
                         CONSOLIDATION, MERGER AND SALE

SECTION 10.01. Unless a Company Order or supplemental indenture establishing a
series of Securities provides otherwise, nothing contained in this Indenture or
in any of the Securities shall prevent any consolidation or merger of the
Company with or into any other corporation or corporations (whether or not
affiliated with the Company), or successive consolidations or mergers in which
the Company or its successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or other disposition of all or
substantially all of the property of the Company or its successor or successors
as an entirety, or substantially as an entirety, to any other corporation
(whether or not affiliated with the Company or its successor or successors)
authorized to acquire and operate the same; provided, however, the Company
hereby covenants and agrees that, upon any such consolidation, merger, sale,
conveyance, transfer or other disposition, the due and punctual payment of the
principal of (premium, if any) and interest on all of the Securities of all
series in accordance with the terms of each series, according to their tenor,
and the due and punctual performance and observance of all the covenants and
conditions of this Indenture with respect to each series or established with
respect to such series pursuant to Section 2.01 to be kept or performed by the
Company, shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act as then in effect)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

SECTION 10.02. Unless a Company Order or supplemental indenture establishing a
series of Securities provides otherwise:

(a)  In case of any such consolidation,  merger, sale,  conveyance,  transfer or
     other disposition and upon the assumption by the successor corporation,  by
     supplemental   indenture,   executed  and  delivered  to  the  Trustee  and
     satisfactory in form to the Trustee, of the due and punctual payment of the
     principal of and premium,  if any, and interest on all of the Securities of
     all series  outstanding and the due and punctual  performance of all of the
     covenants and conditions of this  Indenture or established  with respect to
     each  series  of the  Securities  pursuant  to  Section  2.01 to be kept or
     performed  by the  Company  with  respect to each  series,  such  successor
     corporation  shall succeed to and be substituted for the Company,  with the
     same effect as if it had been named  herein as the party of the first part,
     and thereupon (provided, that in the case of a lease, the term of the lease
     is at least as long as the longest  maturity of any Securities  outstanding
     at  such  time)  the  predecessor  corporation  shall  be  relieved  of all
     obligations  and covenants  under this Indenture and the  Securities.  Such
     successor  corporation  thereupon  may  cause to be  signed,  and may issue
     either  in  its  own  name  or in the  name  of the  Company  or any  other
     predecessor  obligor  on the  Securities,  any  or  all  of the  Securities
     issuable  hereunder  which  theretofore  shall not have been  signed by the
     Company and delivered to the Trustee; and, upon the order of such successor
     company,  instead of the Company, and subject to all the terms,  conditions
     and   limitations   in  this  Indenture   prescribed,   the  Trustee  shall
     authenticate  and shall deliver any Securities  which previously shall have
     been signed and delivered by the officers of the predecessor Company to the
     Trustee  for  authentication,  and  any  Securities  which  such  successor
     corporation  thereafter  shall  cause to be  signed  and  delivered  to the
     Trustee  for  that  purpose.  All the  Securities  so  issued  shall in all
     respects have the same legal rank and benefit  under this  Indenture as the
     Securities theretofore or thereafter issued in accordance with the terms of
     this Indenture as though all of such Securities had been issued at the date
     of the execution hereof.

(b)  In case of any such consolidation,  merger, sale,  conveyance,  transfer or
     other  disposition  such  changes  in  phraseology  and  form  (but  not in
     substance) may be made in the Securities  thereafter to be issued as may be
     appropriate.

(c)  Nothing  contained  in this  Indenture  or in any of the  Securities  shall
     prevent the Company  from  merging  into itself or acquiring by purchase or
     otherwise all or any part of the property of any other corporation (whether
     or not affiliated with the Company).

SECTION 10.03. The Trustee, subject to the provisions of Section 7.01, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article.

ARTICLE Eleven
                 DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES

SECTION 11.01. Securities of a series may be defeased in accordance with their
terms and, unless the Company Order or supplemental indenture establishing the
series otherwise provides, in accordance with this Article.

      The Company at any time may terminate as to a series all of its
obligations for such series under this Indenture ("legal defeasance option").
The Company at any time may terminate as to a series its obligations, if any,
under any restrictive covenant which may be applicable to a particular series
("covenant defeasance option"). However, in the case of the legal defeasance
option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and
11.04 shall survive until the Securities of the series are no longer
outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and
11.04 shall survive.

      The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, a series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenant which may be
applicable to a particular series so defeased under the terms of the series.

      The Trustee, upon request of and at the cost and expense of the Company,
shall, subject to compliance with Section 13.06, acknowledge in writing the
discharge of those obligations that the Company terminates.

      The Company may exercise as to a series its legal defeasance option or its
covenant defeasance option if:

(1)   The Company irrevocably deposits in trust with the Trustee or another
      trustee (x) money in an amount which shall be sufficient; or (y) Eligible
      Obligations the principal of and the interest on which when due, without
      regard to reinvestment thereof, will provide moneys, which, together with
      the money, if any, deposited or held by the Trustee or such other trustee,
      shall be sufficient; or (z) a combination of money and Eligible
      Obligations which shall be sufficient, to pay the principal of and
      premium, if any, and interest, if any, due and to become due on such
      Securities on or prior to maturity;

(2)   the Company delivers to the Trustee a Certificate to the effect that the
      requirements set forth in clause (1) above have been satisfied;

(3)   immediately after the deposit no Default exists; and

(4)   the Company delivers to the Trustee an Opinion of Counsel to the effect
      that holders of the series will not recognize income, gain or loss for
      Federal income tax purposes as a result of the defeasance but will realize
      income, gain or loss on the Securities, including payments of interest
      thereon, in the same amounts and in the same manner and at the same time
      as would have been the case if such defeasance had not occurred and which,
      in the case of legal defeasance, shall be (x) accompanied by a ruling of
      the Internal Revenue Service issued to the Company or (y) based on a
      change in law or regulation occurring after the date hereof; and

(5)   the deposit specified in paragraph (1) above shall not result in the
      Company, the Trustee or the trust created in connection with such
      defeasance being deemed an "investment company" under the Investment
      Company Act of 1940, as amended.

      In the event the Company exercises its option to effect a covenant
defeasance with respect to the Securities of any series as described above and
the Securities of that series are thereafter declared due and payable because of
the occurrence of any Event of Default other than the Event of Default caused by
failing to comply with the covenants which are defeased, the amount of money and
securities on deposit with the Trustee may not be sufficient to pay amounts due
on the Securities of that series at the time of the acceleration resulting from
such Event of Default. However, the Company shall remain liable for such
payments.

SECTION 11.02. All monies or Eligible Obligations deposited with the Trustee
pursuant to Section 11.01 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such monies or Eligible
Obligations have been deposited with the Trustee.

SECTION 11.03. In connection with the satisfaction and discharge of this
Indenture all monies or Eligible Obligations then held by any paying agent under
the provisions of this Indenture shall, upon demand of the Company, be paid to
the Trustee and thereupon such paying agent shall be released from all further
liability with respect to such monies or Eligible Obligations.

SECTION 11.04. Any monies or Eligible Obligations deposited with any paying
agent or the Trustee, or then held by the Company, in trust for payment of
principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, upon the written request of the Company and unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed property
law, shall be repaid to the Company on May 31 of each year or (if then held by
the Company) shall be discharged from such trust; and thereupon the paying agent
and the Trustee shall be released from all further liability with respect to
such monies or Eligible Obligations, and the holder of any of the Securities
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

SECTION 11.05. In connection with any satisfaction and discharge of this
Indenture pursuant to this Article Eleven, the Company shall deliver to the
Trustee an Officers' Certificate and an Opinion of Counsel to the effect that
all conditions precedent in this Indenture provided for relating to such
satisfaction and discharge have been complied with.

                                 ARTICLE TWELVE
                     IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

SECTION 12.01. No recourse under or upon any obligation, covenant or agreement
of this Indenture, or of any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of such Securities.

                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

SECTION 13.01. All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.

SECTION 13.02. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

SECTION 13.03. The Company by instrument in writing executed by authority of
two-thirds of its Board of Directors and delivered to the Trustee may surrender
any of the powers reserved to the Company under this Indenture and thereupon
such power so surrendered shall terminate both as to the Company and as to any
successor corporation.

SECTION 13.04. Except as otherwise expressly provided herein any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the holders of Securities to or on the
Company may be given or served by being deposited first class postage prepaid in
a post office letter box addressed (until another address is filed in writing by
the Company with the Trustee), as follows: AEP Texas North Company, 1 Riverside
Plaza, Columbus, Ohio 43215, Attention: Treasurer. Any notice, election, request
or demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.

SECTION 13.05. This Indenture and each Security shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.

SECTION 13.06. (a) Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     (b)  Each  certificate  or  opinion  provided  for in  this  Indenture  and
delivered to the Trustee with respect to compliance with a condition or covenant
in this  Indenture  (other  than the  certificate  provided  pursuant to Section
5.03(d) of this Indenture)  shall include (1) a statement that the person making
such  certificate  or opinion has read such covenant or  condition;  (2) a brief
statement as to the nature and scope of the  examination or  investigation  upon
which the  statements or opinions  contained in such  certificate or opinion are
based;  (3) a statement that, in the opinion of such person,  he or she has made
such  examination  or  investigation  as is  necessary  to enable  him or her to
express an informed  opinion as to whether or not such covenant or condition has
been complied  with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

SECTION 13.07. Except as provided pursuant to Section 2.01 pursuant to a Company
Order, or established in one or more indentures supplemental to this Indenture,
in any case where the date of maturity of principal or an Interest Payment Date
of any Security or the date of redemption, purchase or repayment of any Security
shall not be a Business Day then payment of interest or principal (and premium,
if any) may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.

SECTION 13.08. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by the Trust Indenture Act, such
imposed duties shall control.

SECTION 13.09. This Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.

SECTION 13.10. In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

SECTION 13.11. The Company will have the right at all times to assign any of its
rights or obligations under the Indenture to a direct or indirect wholly owned
subsidiary of the Company; provided that, in the event of any such assignment,
the Company will remain liable for all such obligations. Subject to the
foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

SECTION 13.12. The Article and Section Headings in this Indenture and the Table
of Contents are for convenience only and shall not affect the construction
hereof.

SECTION 13.13. Whenever this Indenture provides for any action by, or the
determination of any rights of, holders of Securities of any series in which not
all of such Securities are denominated in the same currency, in the absence of
any provision to the contrary in the form of Security of any particular series,
any amount in respect of any Security denominated in a currency other than
Dollars shall be treated for any such action or determination of rights as that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Securities of such
series (if any) for such action or determination of rights (or, if there shall
be no applicable record date, such other date reasonably proximate to the date
of such action or determination of rights) as the Company may specify in a
written notice to the Trustee or, in the absence of such written notice, as the
Trustee may determine.


      Bank One, N.A., as Trustee,  hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                   AEP TEXAS NORTH COMPANY

                                   By /s/ Susan Tomasky
                                      Vice President
Attest:

By /s/ T. G. Berkemeyer
   Assistant Secretary
                                    BANK ONE, N. A.,
                                    as Trustee

                                    By /s/ Jeffery L. Eubank
                                       Vice President
Attest:

By /s/ David B. Knox
   Trust Officer