INDENTURE

Indenture Agreement

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Title: INDENTURE
Governing Law: Texas Date: 3/11/2004

INDENTURE
, Parties: aep texas north co , bank one n. a.

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.

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

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.

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 C

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