

                                                                   EXHIBIT 4.4





                              THE AES CORPORATION

                                      AND

                      THE FIRST NATIONAL BANK OF CHICAGO

                                  AS TRUSTEE




                         JUNIOR SUBORDINATED INDENTURE


                          Dated as of ______ __, ____



                                   Form of

                        JUNIOR SUBORDINATED DEBENTURES


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                             TABLE OF CONTENTS(*)


                                                                        Page

PARTIES...................................................................1

                                   RECITALS:

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

                                  ARTICLE ONE
                                  DEFINITIONS

SECTION 1.01.        Certain terms defined; other terms defined in the
                     Trust Indenture Act of 1939, as amended, or by
                     reference therein in the Securities Act of 1933,
                     as amended, to have the meanings assigned therein..  2

                     AES Trust..........................................  2
                     Affiliate..........................................  2
                     Authenticating Agent...............................  2
                     Board of Directors.................................  2
                     Board Resolution...................................  2
                     Business day.......................................  3
                     Certificate........................................  3
                     Common Securities..................................  3
                     Company............................................  3
                     Corporate Trust Office.............................  3
                     Declaration of Trust...............................  3
                     Debenture or Debentures............................  3
                     Debentureholder....................................  3
                     Default............................................  3
                     Depositary.........................................  4
                     Event of Default...................................  4
                     Global Debenture...................................  4
                     Governmental Obligations...........................  4
                     Guarantee..........................................  5
                     Indenture..........................................  5
                     Interest Payment Date..............................  5
                     Officers' Certificate..............................  5
                     Opinion of Counsel.................................  5
                     Outstanding........................................  5
                     Person.............................................  6
                     Predecessor Debenture..............................  6
                     Preferred Securities...............................  6
                     Property Trustee...................................  6
                     Responsible Officer................................  6
                     Security Exchange..................................  6
                     Senior Indebtedness................................  6
                     Subsidiary.........................................  7
                     Trustee............................................  7
                     Trust Indenture Act................................  8

(*)   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.

                                  ARTICLE TWO

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

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

SECTION 2.02.        Form of Debentures and Trustee's
                     certificate.........................................10

SECTION 2.03.        Date and denominations of Debentures and
                     provisions for payment of  principal,
                     premium and interest................................10

SECTION 2.04.        Execution of Debentures.............................12

SECTION 2.05.        Exchange of Debentures..............................13

                           (a)   Registration and transfer of
                                 Debentures..............................13

                           (b)   Debentures to be accompanied by
                                 proper instruments of transfer..........14

                           (c)   Charges upon exchange, transfer
                                 or registration of Debentures...........14

                           (d)   Restrictions on transfer or exchange at
                                 time of redemption......................14

SECTION 2.06.        Temporary Debentures................................15

SECTION 2.07.        Mutilated, destroyed, lost or stolen Debentures.....15

SECTION 2.08.        Cancellation of surrendered  Debentures.............16

SECTION 2.09.        Provisions of Indenture and Debentures for sole
                     benefit of parties and Debentureholders.............17

SECTION 2.10.        Appointment of Authenticating Agent.................17

SECTION 2.11.        Global Debenture....................................18

                     (a)   Authentication and Delivery; Legend...........18

                     (b)   Transfer of Global Debenture..................18

                     (c)   Issuance of Debentures in
                           definitive form...............................18

SECTION 2.12         CUSIP Numbers.......................................19


                                 ARTICLE THREE

             REDEMPTION OF DEBENTURES AND SINKING FUND PROVISIONS

SECTION 3.01.        Redemption of Debentures............................19

SECTION 3.02.        (a)   Notice of redemption..........................19

                     (b)   Selection of Debentures in case less than all
                           Debentures to be redeemed.....................20

SECTION 3.03.        (a)   When Debentures called for redemption become
                           due and payable...............................21

                     (b)   Receipt of new Debenture upon partial
                           payment.......................................21

SECTION 3.04.        Sinking Fund for Debentures.........................21

SECTION 3.05.        Satisfaction of Sinking Fund Payments with
                     Debentures..........................................22

SECTION 3.06.        Redemption of Debentures for Sinking Fund...........22


                                 ARTICLE FOUR

                      PARTICULAR COVENANTS OF THE COMPANY


SECTION 4.01.        Payment of principal of (and premium, if any) and
                     interest on Debent...........ures...................23

SECTION 4.02.        Maintenance of office or agency for payment of
                     Debentures, designation of office or agency for
                     payment, registration, transfer and exchange of
                     Debentures..........................................23

SECTION 4.03.        (a)   Duties of paying agent........................23

                     (b)   Company as payment agent......................24

                     (c)   Holding sums of trust.........................24

SECTION 4.04   Appointment to fill vacancy in Office of Trustee..........24

                                 ARTICLE FIVE

              DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                AND THE TRUSTEE


SECTION 5.01.        Company to furnish Trustee information as to names
                     and addresses of Debentureholders...................25

SECTION 5.02.        (a)   Trustee to preserve information as to names
                           and addresses of Debentureholders received
                           by it in capacity of paying agent.............25

                     (b)   Trustee may destroy list of Debentureholders
                           on certain conditions.........................25

                     (c)   Trustee to make information as to names and
                           addresses of Debentureholders available to
                           "applicants" or mail communications to
                           Debentureholders in certain circumstances.....25

                     (d)   Procedure if Trustee elects not to make
                           information available to applicants...........26

                     (e)   Company and Trustee not accountable for
                           disclosure of information.....................27

SECTION 5.03.        (a)   Annual and other reports to be filed
                           by Company with Trustee.......................27

                     (b)   Additional information and reports to be filed
                           with Trustee and Securities and Exchange
                           Commission....................................27

                     (c)   Summaries of information and reports to be
                           transmitted by Company to Debentureholders....27

                     (d)   Annual Certificate to be furnished to
                           Trustee.......................................28

SECTION 5.04.        (a)   Trustee to transmit annual report to
                           Debentureholders..............................28

                     (b)   Trustee to transmit certain further reports
                           to Debentureholders...........................29

                     (c)   Copies of reports to be filed with stock
                           exchanges and Securities and Exchange
                           Commission....................................29


                                  ARTICLE SIX

                 REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                              ON EVENT OF DEFAULT

SECTION 6.01.        (a)   Events of Default defined.....................30

                     (b)   Acceleration of maturity upon Event
                           of Default....................................31

                     (c)   Waiver of default and rescission of
                           declaration of maturity.......................31

                     (d)   Restoration of former position and
                           rights upon curing default....................32

                     (e)   Certain rights of holders of
                           Preferred Securities..........................32

SECTION 6.02.        (a)   Covenant of Company to pay to Trustee
                           whole amount due on Debentures on
                           Default in payment of interest or
                           principal (and premiums, if any)..............33

                     (b)   Trustee may recover judgment for
                           whole amount due on Debentures on
                           failure of Company to pay.....................33

                     (c)   Filing of proof of claim by Trustee
                           in bankruptcy, reorganization or
                           receivership proceeding.......................33

                     (d)   Rights of action and of asserting
                           claims may be enforced by Trustee
                           without possession of Debentures..............34

SECTION 6.03.        Application of moneys collected by
                     Trustee.............................................35

SECTION 6.04.        Limitation on suits by holders of
                     Debentures..........................................35

SECTION 6.05.        (a)   Remedies cumulative...........................36

                     (b)   Delay or omission in exercise of
                           rights not waiver of default..................36

SECTION 6.06.        Rights of holders of majority in principal
                     amount of Debentures to direct Trustee and
                     to waive defaults...................................36

SECTION 6.07.        Trustee to give notice of defaults known
                     to it, but may withhold in certain
                     circumstances.......................................37

SECTION 6.08.        Requirements of an undertaking to pay
                     costs in certain suits under Indenture or
                     against Trustee.....................................38

                                 ARTICLE SEVEN

                            CONCERNING THE TRUSTEE

SECTION 7.01.        (a)   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 would use.....39

                     (b)   Trustee not relieved from liability
                           for negligence or willful misconduct
                           except as provided in this section............39

                           (1)   Prior to Event of Default and
                                 after the curing of all Events
                                 of Default which may have
                                 occurred................................39

                                 (i)   Trustee not liable except
                                       for performance of duties
                                       specifically set forth............39

                                 (ii)  In absence of bad faith,
                                       Trustee may conclusively
                                       rely on certificates or
                                       opinions furnished it
                                       hereunder, subject to duty
                                       to examine the same if
                                       specifically required to
                                       be furnished to it................39

                           (2)   Trustee not liable for error
                                 of judgment made in good faith
                                 by responsible officer unless
                                 Trustee negligent.......................40

                           (3)   Trustee not liable for action or
                                 non-action in accordance with
                                 direction of holders of majority
                                 in principal amount of
                                 debentures..............................40

                           (4)   Trustee need not expend own funds
                                 without adequate indemnity..............40

                           (5)   Provisions of Indenture relating to
                                 Trustee's conduct or liability are
                                 subject to this Article 7...............40

SECTION 7.02.        Subject to provisions of Section 7.01:

                     (a)   Trustee may rely on documents believed
                           genuine and properly signed or presented......41

                     (b)   Sufficient evidence by certain
                           instruments provided for......................41

                     (c)   Trustee may consult with counsel and
                           act on advice or Opinion of Counsel...........41

                     (d)   Trustee may require indemnity from
                           Debentureholders..............................41

                     (e)   Trustee not liable for actions in
                           good faith believed to be authorized..........41

                     (f)   Prior to Event of Default, Trustee not bound
                           to investigate facts or matters stated in
                           certificates, etc., unless requested in
                           writing by Debentureholders...................41

                     (g)   Trustee may perform duties directly or
                           through agents or attorneys...................42

SECTION 7.03         (a)   Trustee not liable for recitals in
                           Indenture or in Debentures....................42

                     (b)   No representations by Trustee as to
                           to validity of Indenture or of Debentures.....42


                     (c)   Trustee not accountable for use of
                           Debentures or proceeds........................42

SECTION 7.04.        Trustee, paying agent or Debenture
                     Registrar may own Debentures........................42

SECTION 7.05.        Moneys received by Trustee to be held in
                     trust without interest..............................42

SECTION 7.06.        (a)   Trustee entitled to compensation,
                           reimbursement and  indemnity..................43

                     (b)   Obligations to Trustee to be secured by
                           lien prior to Debentures......................43

SECTION 7.07.        Right of Trustee to rely on certificate of
                     officers of Company where no other
                     evidence specifically prescribed....................43

SECTION 7.08.        (a)   Trustee acquiring conflicting interest
                           to eliminate conflict or resign...............44

                     (b)   Notice to Debentureholders in case
                           of failure to comply with subsection (a)......44

                     (c)   Definition of conflicting interest............44

                     (d)   Definition of certain terms...................48

                     (e)   Calculation of percentages of Debentures......49

                     (f)   Trustee resignation not required under
                           certain circumstances.........................51

SECTION 7.09.        Requirements for eligibility of Trustee.............51

SECTION 7.10.        (a)   Resignation of Trustee and appointment
                           of successor..................................52

                     (b)   Removal of Trustee by Company or by
                           court on Debentureholders' application........52

                     (c)   Removal of Trustee by holders of majority in
                           principal amount of Debentures................53

                     (d)   Time when resignation or removal of Trustee
                           effective.....................................53

                     (e)   One Trustee for each series...................53

SECTION 7.11.        (a)   Acceptance by successor to Trustee............53

                     (b)   Trustee with respect to less than
                           all series....................................54

                     (c)   Company to confirm Trustee's rights...........55

                     (d)   Successor Trustee to be qualified.............55

                     (e)   Notice of succession..........................55

SECTION 7.12.        Successor to Trustee by merger, consolidation
                     or succession to business...........................55


SECTION 7.13.        (a)   Limitations on rights of Trustee
                           as a  creditor to obtain payment of
                           certain claims within four months
                           prior to default or during default,
                           or to realize on property as such
                           creditor thereafter...........................55

                     (b)   Certain creditor relationships excluded.......58

                     (c)   Definition of certain terms...................59


                                 ARTICLE EIGHT
                        CONCERNING THE DEBENTUREHOLDERS

SECTION 8.01.        Evidence of action by Debentureholders..............60

SECTION 8.02.        Proof of execution of instruments and of holding of
                     Debentures..........................................61

SECTION 8.03.        Who may be deemed owners of Debentures..............61

SECTION 8.04.        Debentures owned by Company or controlled or
                     controlling companies disregarded for certain
                     purposes............................................61

SECTION 8.05.        Instruments executed by Debentureholders
                     bind future holders.................................62


                                 ARTICLE NINE
                            SUPPLEMENTAL INDENTURES

SECTION 9.01.        Purposes for which supplemental indenture may be
                     entered into without consent of Debentureholders....62

SECTION 9.02.        Modification of Indenture with consent
                     of Debentureholders.................................64

SECTION 9.03.        Effect of supplemental indentures...................65

SECTION 9.04.        Debentures may bear notation of changes
                     by supplemental indentures..........................65

SECTION 9.05.        Opinion of Counsel..................................66


                                  ARTICLE TEN
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 10.01.       Company May Consolidate, Etc. Only on
                     Certain Terms.......................................66

SECTION 10.02.       Successor Corporation Substituted...................66

SECTION 10.03.       Opinion of Counsel..................................67


                                ARTICLE ELEVEN
                   SATISFACTION AND DISCHARGE OF INDENTURE;
                               UNCLAIMED MONEYS

SECTION 11.01.       Satisfaction and discharge of Indenture.............67

SECTION 11.02.       Application by Trustee of Funds Deposited
                     for Payment of Debentures...........................70

SECTION 11.03.       Application by Trustee of funds deposited
                     for payment of Debentures...........................70

SECTION 11.04.       Repayment of moneys held by paying agent............70

SECTION 11.05.       Repayment of moneys held by Trustee.................71


                                ARTICLE TWELVE
                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                            OFFICERS AND DIRECTORS

SECTION 12.01.       Incorporators, stockholders, officers and
                     directors of Company exempt from individual
                     liability...........................................71


                               ARTICLE THIRTEEN
                           MISCELLANEOUS PROVISIONS

SECTION 13.01.       Successors and assigns of Company bound
                     by Indenture........................................72

SECTION 13.02.       Acts of board, committee or officer of
                     successor company valid.............................72

SECTION 13.03.       Surrender of powers of Company......................72

SECTION 13.04.       Required notices or demands may be served
                     by mail.............................................72

SECTION 13.05.       Indenture and Debentures to be construed
                     in accordance with laws of the State of
                     New York............................................72

SECTION 13.06.       (a)  Officers' Certificate and Opinion of
                          Counsel to be furnished upon applications
                          or demands by Company..........................72

                     (b)  Statements to be included in each certificate
                          or opinion with respect to compliance with
                          condition or covenant..........................73

SECTION 13.07.       Payments due on Sundays or holidays.................73

SECTION 13.08.       Provisions required by Trust Indenture Act of 1933
                     to control..........................................73

SECTION 13.09.       Indenture may be executed in counterparts...........73

SECTION 13.10.       Separability of indenture provisions................73

SECTION 13.11.       Assignment by Company to subsidiary.................74

SECTION 13.12.       Holders of Preferred Securities as third party
                     beneficiaries of this Indenture; holders of
                     Preferred Securities may institute legal proceedings
                     against the Company in certain cases................74


                               ARTICLE FOURTEEN
                          SUBORDINATION OF DEBENTURES

SECTION 14.01.       Agreement to Subordinate............................74

SECTION 14.02.       Payments to Debentureholders........................74

SECTION 14.03.       Subrogation of Debentures...........................76

SECTION 14.04.       Authorization by Debentureholders...................78

SECTION 14.05.       Notice to Trustee...................................78

SECTION 14.06.       Trustee's Relation to Senior Indebtedness...........78

SECTION 14.07.       No Impairment to Subordination......................79

ACCEPTANCE OF TRUST BY TRUSTEE...........................................79

SIGNATURES AND SEALS.....................................................80


<PAGE>


               THIS INDENTURE, is dated as of the ____ day of ______, ____,
between The AES Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter sometimes referred to as the
"Company"), and __________________________________, a national association, as
Trustee (hereinafter sometimes referred to as the "Trustee"):

               WHEREAS, for its lawful corporate purposes, the Company has
fully authorized the execution and delivery of this Indenture to provide for
the issuance of unsecured debentures (hereinafter referred to as the
"Debentures"), in an unlimited aggregate principal amount to be issued from
time to time in one or more series in accordance with the terms of this
Indenture, as registered Debentures without coupons, to be authenticated by
the certificate of the Trustee;

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

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

               AND WHEREAS, all acts and things necessary to make the
Debentures issued pursuant hereto, when executed by the Company and
authenticated and delivered by the Trustee in accordance with the terms of
this Indenture, the valid, binding and legal obligations of the Company,
and to constitute 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 Debentures, and the execution of this Indenture has been
and the issuance hereunder of the Debentures 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 Debentures;

               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

               That in order to declare the terms and conditions upon which
the Debentures are and are to be authenticated, issued and delivered, and in
consideration of the premises and of the acquisition and acceptance of the
Debentures by the holders thereof, 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 Debentures,
without any discrimination, preference or priority of any one Debenture 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 resolution of the Board of
Directors of the Company and of any indenture supplemental hereof 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 this instrument.

               "AES Trust" means such statutory business trust created under
the laws of the State of Delaware specified in the applicable Board Resolution
or supplemental indenture establishing a particular series of Debentures
pursuant to Section 2.01 hereof.

               "Affiliate" of the Company means 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 the Company 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" means an authenticating agent with
respect to all or any of the series of Debentures, as the case may be,
appointed with respect to all or any series of the Debentures, as the case may
be, by the Trustee pursuant to Section 2.10.

               "Bank Credit Agreement" means the Credit Agreement dated as of
August 2, 1996 among the Company, the Banks named on the signature pages
thereof and Morgan Guaranty Trust Company of New York, as such Agreement has
been and may be amended, restated, supplemented or otherwise modified from
time to time, and includes any agreement extending the maturity of, or
restructuring (including, but not limited to, the inclusion of additional
borrowers thereunder that are Subsidiaries of the Company and whose
obligations are guaranteed by the Company thereunder) all or any portion of,
the Debt under such Agreement or any successor agreements and includes any
agreement with one or more banks or other lending institutions refinancing all
or any portion of the Debt under such Agreement or any successor agreements.

               "Board of Directors" means the Board of Directors of the
Company, or any committee of such Board duly authorized to act hereunder.

               "Board Resolution" means a copy of one or more resolutions,
certified by the secretary or an assistant secretary of the Company to have
been adopted or consented to by the Board of Directors and to be in full force
and effect, and delivered to the Trustee.

               "Business day", with respect to any series of Debentures, means
any day other than a day on which banking institutions in the Borough of
Manhattan, the City and State of New York, are authorized or obligated by law
or executive order to close.

               "Certificate" means a certificate signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company. The Certificate need not comply with the provisions of
Section 13.06.

               "Change of Control" means the occurrence of one or more of the
following events:  (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company to any Person or group (as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) of Persons, (ii) a
Person or group (as so defined) of Persons (other than management of the
Company on the date of this Indenture or their Affiliates) shall have become
the beneficial owner of more than 35% of the outstanding voting stock of the
Company, or (iii) during any one-year period, individuals who at the beginning
of such period constitute the Board of Directors (together with any new
director whose election or nomination was approved by a majority of the
directors then in office who were either directors at the beginning of such
period or who were previously so approved) cease to constitute a majority of
the Board of Directors.

               "Common Securities" means the common undivided beneficial
interests in the assets of the applicable AES Trust.

               "Company" means The AES Corporation, a corporation duly
organized and existing under the laws of the State of Delaware, and, subject
to the provisions of Article Ten, shall also include its successors and
assigns.

               "Corporate Trust Office" means 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 [TRUSTEE OFFICE ADDRESS], Attention: [TO COME].

               "Currency Agreement" means, with respect to any Person, any
foreign exchange contract, currency swap agreement or other similar agreement
or arrangement designed to protect such Person or any of its Subsidiaries
against fluctuations in currency values to or under which such Person or any
of its Subsidiaries is a party or a beneficiary on the date hereof or becomes
a party or a beneficiary thereafter.

               "Debt" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit or bankers' acceptance or other similar
instruments (or reimbursement obligations with respect thereto), (iv) all
obligations of such Person to pay the deferred purchase price of property or
services, except Trade Payables, (v) all obligations of such Person as lessee
under Capitalized Leases, (vi) all Debt of others secured by a Lien on any
asset of such Person, whether or not such Debt is assumed by such Person;
provided that, for purposes of determining the amount of any Debt of the type
described in this clause, if recourse with respect to such Debt is limited to
such asset, the amount of such Debt shall be limited to the lesser of the fair
market value of such asset or the amount of such Debt, (vii) all Debt of
others Guaranteed by such Person to the extent such Debt is Guaranteed by such
Person, (viii) all redeemable stock valued at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends and (ix)
to the extent not otherwise included in this definition, all obligations of
such Person under Currency Agreements and Interest Rate Agreements.

               "Declaration of Trust" means the Declaration of Trust of the
AES Trust, if any, specified in the applicable Board Resolution or
supplemental indenture establishing a particular series of Debentures pursuant
to Section 2.01 hereof.

               "Debenture" or "Debentures" means any Debenture or Debentures,
as the case may be, authenticated and delivered under this Indenture.

               "Debentureholder", "holder of Debentures", "registered holder",
or other similar term, means the person or persons in whose name or names a
particular Debenture shall be registered on the books of the Company kept for
the purpose in accordance with the terms of this Indenture.

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

               "Depositary" means with respect to Debentures of any series,
for which the Company shall determine that such Debentures will be issued as a
Global Debenture, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Securities Exchange Act of 1934, as amended (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.

               "Designated Senior Indebtedness" means (i) Debt under the Bank
Credit Agreement and (ii) Debt constituting Senior Indebtedness which, at the
time of its determination, (A) has an aggregate principal amount of at least
$30 million and (B) is specifically designated in the instrument evidencing
such Senior Indebtedness as "Designated Senior Indebtedness" by the Company.

               "Event of Default", with respect to Debentures of a particular
series means any event specified in Section 6.01(a), continued for the period
of time, if any, therein designated.

               "Global Debenture" means, with respect to any series of
Debentures, a Debenture executed by the Company and delivered by the Trustee
to the Depositary or pursuant to the Depositary's instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depositary or its nominee.

               "Governmental Obligations" means 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
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, 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 the 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.

               "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt or other obligation of
any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt or other obligation of such other Person (whether arising by virtue
of partnership arrangements, or by agreement to keepwell, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of
assuring in any other manner the obligee of such Debt or other obligation of
the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part); provided that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business.
The term "Guarantee" used as a verb has a corresponding meaning.

               "Guarantee" means the guarantee, if any, that the Company may
enter into that operates directly or indirectly for the benefit of holders of
Preferred Securities issued by a AES Trust.

               "Indenture" means this instrument as originally executed, or,
if amended or supplemented as herein provided, as so amended or supplemented.

               "Interest Payment Date" when used with respect to any
installment of interest on a Debenture of a particular series means the date
specified in such Debenture or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Debentures of that series is due and
payable.

               "Interest Rate Agreement" means, with respect to any Person,
any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate
cap agreement, interest rate collar agreement, interest rate hedge agreement
or other similar agreement or arrangement designed to protect such Person or
any of its Subsidiaries against fluctuations in interest rates to or under
which such Person or any of its Subsidiaries is a party or a beneficiary on
the date hereof or becomes a party or a beneficiary thereafter.

               "Lien" means, with respect to any Property, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of
such Property.  For purposes of this Indenture, the Company shall be deemed to
own subject to a Lien any Property which it has acquired or holds subject to
the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such Property.

               "Officers' Certificate" means a certificate signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer
or the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company and who shall be satisfactory to the Trustee.  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" means an opinion in writing signed by
legal counsel, who may be an employee of or counsel for the Company and who
shall be satisfactory to the Trustee. Each such opinion shall include the
statements provided for in section 13.06, if and to the extent required by the
provisions thereof.

               "Outstanding", when used with reference to Debentures of any
series, subject to the provisions of Section 8.01, means, as of any particular
time, all Debentures of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Debentures 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) Debentures
or portions thereof for the payment or redemption of which moneys or
Governmental 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 for the holders of such
Debentures by the Company (if the Company shall act as its own paying agent);
provided, however, that if such Debentures or portions of such Debentures 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) Debentures in
lieu of or in substitution for which other Debentures shall have been
authenticated and delivered pursuant to the terms of Section 2.07.

               "Person" means any individual, corporation, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

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

               "Preferred Securities" means the preferred undivided beneficial
interests in the assets of the applicable AES Trust.

               "Property Trustee" means the entity performing the function of
the Property Trustee under the applicable Declaration of Trust of a AES Trust.

               "Responsible Officer" when used with respect to the Trustee
means 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 Exchange" when used with respect to the Debentures of
any series which are held as trust assets of a AES Trust pursuant to the
Declaration of Trust of such AES Trust, means the distribution of the
Debentures of such series by such AES Trust in exchange for the Preferred
Securities and Common Securities of such AES Trust in dissolution of such AES
Trust pursuant to the Declaration of Trust of such AES Trust.

               "Senior Indebtedness" means the principal of (and premium, if
any) and interest on all Debt of the Company whether created, incurred or
assumed before, on or after the date of this Indenture; provided that such
Senior Indebtedness shall not include (i) Debt of the Company that, when
incurred and without respect to any election under Section 1111(b) of Title
11, U.S. Code, was without recourse, (ii) any other Debt of the Company which
by the terms of the instrument creating or evidencing the same is specifically
designated as not being senior in right of payment to the Debentures, and in
particular the Debentures shall rank pari passu with all other debt securities
and guarantees issued to any trust, partnership or other entity affiliated
with the Company which is a financing vehicle of the Company in connection
with an issuance of preferred securities by such financing entity and (iii)
redeemable stock of the Company.

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

               "Trade Payables" means, with respect to any Person, any
accounts payable or any other indebtedness or monetary obligation to trade
creditors created, assumed or Guaranteed by such Person or any of its
Subsidiaries arising in the ordinary course of business in connection with the
acquisition of goods or services.

               "Trustee" means _______________________________________, 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 Debentures shall mean the
trustee with respect to that series.

               "Trust Indenture Act", subject to the provisions of Section
9.01 and 9.02, means the Trust Indenture Act of 1939, as amended and in effect
at the date of execution of this Indenture.


                                  ARTICLE TWO

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

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

               The Debentures may be issued in one or more series up to the
aggregate principal amount of Debentures of that series from time to time
authorized by or pursuant to a Board Resolution or pursuant to one or more
indentures supplemental hereto, prior to the initial issuance of Debentures of
a particular series. Prior to the initial issuance of Debentures of any
series, there shall be established in or pursuant to a Board Resolution, and
set forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto:

               (1)   the title of the Debentures of the series (which shall
            distinguish the Debentures of the series from all other
            Debentures);

               (2)   any limit upon the aggregate principal amount of the
            Debentures of that series which may be authenticated and delivered
            under this Indenture (except for Debentures authenticated and
            delivered upon registration of transfer of, or in exchange for, or
            in lieu of, other Debentures of that series):

               (3)   the date or dates on which the principal of the
            Debentures of the series is payable;

               (4)   the rate or rates at which the Debentures of the series
            shall bear interest or the manner of calculation of such rate or
            rates, if any;

               (5)   the date or dates from which such 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 Dates;

               (6)   the right, if any, to extend or defer the interest
            payment periods and the duration of such extension;

               (7)   the period or periods within which, the price or prices
            at which, and the terms and conditions upon which, Debentures of
            the series may be redeemed, in whole or in part, at the option of
            the Company;

               (8)   the obligation, if any, of the Company to redeem or
            purchase Debentures of the series pursuant to any sinking fund or
            analogous provisions (including payments made in cash in
            anticipation of future sinking fund obligations) or at the option
            of a holder thereof and the period or periods within which, the
            price or prices at which, and the terms and conditions upon which,
            Debentures of the series shall be redeemed or purchased, in whole
            or in part, pursuant to such obligation;

               (9)   any exchangeability, conversion or prepayment provisions
            of the Debentures;

               (10)  the form of the Debentures of the series including the
            form of the Certificate of Authentication for such series;

               (11)  if other than denominations of $25 or any integral
            multiple thereof, the denominations in which the Debentures of the
            series shall be issuable;

               (12)  any and all other terms with respect to such series
            (which terms shall not be inconsistent with the terms of this
            Indenture); and

               (13)  whether the Debentures are issuable as a Global Debenture
            and, in such case, the identity of the Depositary for such series.

               (14)  If the Debentures of such series are to be deposited as
            trust assets in a AES Trust the name of the applicable AES Trust
            (which shall distinguish such statutory business trust from all
            other AES Trusts) into which the Debentures of such series are to
            be deposited as trust assets and the date of its Declaration of
            Trust.

               All Debentures 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 Board Resolution or in any indenture supplemental
hereto.

               If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action 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
Officers' Certificate setting forth  the terms of the series.

               SECTION 2.02.  The Debentures of any series and the Trustee's
certificate of authentication to be borne by such Debentures shall be
substantially of the tenor and purport as set forth in one or more indentures
supplemental hereto or as provided in a Board Resolution and as set forth in
an Officers' Certificate, 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
Debentures of that series may be listed, or to conform to usage.

               SECTION 2.03.  The Debentures shall be issuable as registered
Debentures and in the denominations of $25 or any integral multiple thereof,
subject to Section 2.01(10). The Debentures of a particular series shall bear
interest payable on the dates and at the rate specified with respect to that
series. The principal of and the interest on the Debentures of any series, as
well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in the coin or currency of the United States of America which
at the time is legal tender for public and private debt, at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City and State of New York. Each Debenture shall be dated the date of its
authentication. Interest on the Debentures shall be computed on the basis of a
360-day year composed of twelve 30-day months.

               The interest installment on any Debenture which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for
Debentures of that series shall be paid to the person in whose name said
Debenture (or one or more Predecessor Debentures) is registered at the close
of business on the regular record date for such interest installment. In the
event that any Debenture of a particular series or portion thereof is called
for redemption and the redemption date is subsequent to a regular record date
with respect to any Interest Payment Date and prior to such Interest Payment
Date, interest on such Debenture will be paid upon presentation and surrender
of such Debenture as provided in Section 3.03.

               Any interest on any Debenture which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Debentures 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
            Debentures to the persons in whose names such Debentures (or their
            respective Predecessor Debentures) 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 Debenture 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
            Debentureholder at his or her address as it appears in the
            Debenture 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 Debentures (or their
            Predecessor Debentures) 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 Debentures in any other lawful manner not inconsistent with
            the requirements of any securities exchange on which such
            Debentures 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 Board Resolution or one or more
indentures supplemental hereto establishing the terms of any series of
Debentures pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Debentures 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 business day.

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

               SECTION 2.04.  The Debentures 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 officers of the Company may
determine, and shall be signed on behalf of the Company by the Chairman or
Vice Chairman of its Board of Directors or its President or one of its Vice
Presidents, under its corporate seal attested by its Secretary or one of its
Assistant Secretaries. The signature of the Chairman, Vice Chairman, President
or a Vice President and/or the signature of the Secretary or an Assistant
Secretary in attestation of the corporate seal, upon the Debentures, may be in
the form of a manual or facsimile signature of a present or any future
Chairman, Vice Chairman, President or Vice President and of a present or any
future Secretary or Assistant Secretary and may be imprinted or otherwise
reproduced on the Debentures and for that purpose the Company may use the
manual or facsimile signature of any person who shall have been a Chairman,
Vice Chairman, President or Vice President, or of any person who shall have
been a Secretary or Assistant Secretary, notwithstanding the fact that at the
time the Debentures shall be authenticated and delivered or disposed of such
person shall have ceased to be the Chairman, Vice Chairman, President or a
Vice President, or the Secretary or an Assistant Secretary, of the Company, as
the case may be. The seal of the Company may be in the form of a facsimile of
the seal of the Company and may be impressed, affixed, imprinted or otherwise
reproduced on the Debentures.

               Only such Debentures as shall bear thereon a Certificate of
Authentication substantially in the form established for such Debentures,
executed manually by an authorized signatory of the Trustee, or by any
Authenticating Agent with respect to such Debentures, 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 Debentures, upon any Debenture executed by
the Company shall be conclusive evidence that the Debenture so authenticated
has been duly authenticated and made available for delivery hereunder and that
the holder 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 Debentures of any series
executed by the Company to the Trustee for authentication, together with a
written order of the Company for the authentication and delivery of such
Debentures, signed by its President or any Vice President and its Treasurer or
any Assistant Treasurer, and the Trustee in accordance with such written order
shall authenticate and make available for delivery such Debentures.

               In authenticating such Debentures and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form
and terms thereof have been established in conformity with the provisions of
this Indenture.

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

               SECTION 2.05.  (a)  Debentures of any series may be exchanged
upon presentation thereof at the office or agency of the Company designated
for such purpose in the Borough of Manhattan, The City and State of New York,
for other Debentures 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 Debentures so surrendered for exchange, the Company
shall execute, the Trustee shall authenticate and such office or agency shall
make available for delivery in exchange therefor the Debenture or Debentures
of the same series which the Debentureholder 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 "Debenture Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall register the Debentures and the transfers of Debentures 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
Debentures and transfer of Debentures as herein provided shall be appointed
as authorized by Board Resolution (the "Debenture Registrar").

               Upon surrender for transfer of any Debenture at the office or
agency of the Company designated for such purpose in the Borough of Manhattan,
The City and State of New York, the Company shall execute, the Trustee shall
authenticate and such office or agency shall make available for delivery in
the name of the transferee or transferees a new Debenture or Debentures of the
same series as the Debenture presented for a like aggregate principal amount.

               All Debentures 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 Debenture Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company or
the Debenture Registrar, duly executed by the registered holder or by his duly
authorized attorney in writing.

               (c)  No service charge shall be made for any exchange or
registration of transfer of Debentures, or issue of new Debentures 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, the second paragraph of Section
3.03 and Section 9.04 not involving any transfer.

               (d)  The Company shall not be required (i) to issue, exchange
or register the transfer of any Debentures 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 Debentures 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 any Debentures of any series or portions
thereof called for redemption. The provisions of this Section 2.05 are, with
respect to any Global Debenture, subject to Section 2.11 hereof.

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

               SECTION 2.07.  In case any temporary or definitive Debenture
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 make available for
delivery, a new Debenture of the same series bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debenture, or in lieu of and in substitution for the Debenture so destroyed,
lost or stolen. In every case the applicant for a substituted Debenture 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 Debenture and of the ownership thereof. The Trustee
may authenticate any such substituted Debenture and make available for
delivery the same upon the written request or authorization of any officer of
the Company. Upon the issuance of any substituted Debenture, 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 Debenture 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 Debenture, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debenture) 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 Debenture
and of the ownership thereof.

               Every Debenture issued pursuant to the provisions of this
Section in substitution for any Debenture 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 Debenture
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 Debentures of the same series duly issued hereunder. All Debentures
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 Debentures, 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 Debentures surrendered for the purpose of
payment, redemption, exchange or registration of transfer 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 Debentures shall be issued in lieu thereof except as expressly required
or permitted by any of the provisions of this Indenture. On written request of
the Company, the Trustee shall deliver to the Company canceled Debentures held
by the Trustee. If the Company shall otherwise acquire any of the Debentures,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

               SECTION 2.09.  Nothing in this Indenture or in the Debentures,
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 Debentures,
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 Debentures.

               SECTION 2.10.  So long as any of the Debentures of any series
remain outstanding there may be an Authenticating Agent for any or all such
series of Debentures which the Trustee shall have the right to appoint.  Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Debentures of such series issued upon exchange, transfer or
partial redemption thereof, and Debentures 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 Debentures 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.

               SECTION 2.11.  (a)  If the Company shall establish pursuant to
Section 2.01 that the Debentures of a particular series are to be issued as
one or more Global Debentures, then the Company shall execute and the Trustee
shall, in accordance with Section 2.04, authenticate and deliver, one or more
Global Debentures which (i) shall represent, and shall be denominated in an
aggregate amount equal to the aggregate principal amount of, all of the
Outstanding Debentures of such series, (ii) shall be registered in the name of
the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary'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 Debenture may be transferred, in whole
but not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary."

               (b)  Notwithstanding the provisions of Section 2.05, the Global
Debenture 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 Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.

               (c)  If at any time the Depositary for a series of Debentures
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary 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 Depositary 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 Debentures of such series and the
Company will execute, and subject to Section 2.05, the Trustee will
authenticate and make available for delivery Debentures 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
Debentures of such series in exchange for such Global Debenture.  In addition,
the Company may at any time determine that the Debentures of any series shall
no longer be represented by one or more Global Debentures and that the
provisions of this Section 2.11 shall no longer apply to the Debentures 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 Debentures 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 Debentures of such series in exchange for such Global
Debentures.  Upon the exchange of the Global Debentures for such Debentures in
definitive registered form without coupons, in authorized denominations, the
Global Debentures shall be canceled by the Trustee.  Such Debentures in
definitive registered form issued in exchange for the Global Debentures
pursuant to this Section 2.11(c) shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee.  The
Trustee shall deliver such Debentures to the Depositary for delivery to the
persons in whose names such Debentures are so registered.

               SECTION 2.12.  CUSIP Numbers.  The Company in issuing the
Debentures may use "CUSIP" and "CINS" numbers (if then generally in use), and
the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in
notices of redemption or exchange as a convenience to Debentureholders and no
representation shall be made as to the correctness of such numbers either as
printed on the Debentures or as contained in any notice of redemption or
exchange.

                                 ARTICLE THREE

                         REDEMPTION OF DEBENTURES AND
                            SINKING FUND PROVISIONS

               SECTION 3.01.  The Company may redeem the Debentures 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
Debentures of any series in accordance with the right reserved so to do, it
shall give notice of such redemption to holders of the Debentures 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 Debenture 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 Debenture
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 Debentures of such series or any other series.  In the
case of any redemption of Debentures prior to the expiration of any
restriction on such redemption provided in the terms of such Debentures or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with any such restriction.

               Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Debentures of that series are to
be redeemed, and shall state that payment of the redemption price of such
Debentures to be redeemed will be made at the office or agency of the Company
in the Borough of Manhattan, the City and State of New York, upon presentation
and surrender of such Debentures, 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 Debentures of a series are to
be redeemed, the notice to the holders of Debentures of that series to be
redeemed in whole or in part shall specify the particular Debentures to be so
redeemed.  In case any Debenture is to be redeemed in part only, the notice
which relates to such Debenture 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 Debenture, a new Debenture or
Debentures of such series in principal amount equal to the unredeemed portion
thereof will be issued.

               (b)  If less than all the Debentures 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 as to the aggregate principal amount
of Debentures 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 $25 or any integral multiple thereof) of the principal
amount of such Debentures of a denomination larger than $25, the Debentures to
be redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Debentures 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 its President or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the
Debentures 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 Debenture 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 Debentures or portions of
Debentures 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 interest accrued to the date fixed
for redemption and interest on such Debentures or portions of Debentures 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 Debenture or portion thereof.  On presentation and
surrender of such Debentures on or after the date fixed for redemption at the
place of payment specified in the notice, said Debentures shall be paid and
redeemed at the applicable redemption price for such series, together with
interest accrued thereon to the date fixed for redemption (but if the date
fixed for redemption is an interest payment date, the interest installment
payable on such date shall be payable to the registered holder at the close of
business on the applicable record date pursuant to Section 2.03).

               (b)  Upon presentation of any Debenture 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 Debenture is presented shall
make available for delivery to the holder thereof, at the expense of the
Company, a new Debenture or Debentures of the same series, of authorized
denominations in principal amount equal to the unredeemed portion of the
Debenture so presented.

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

               The minimum amount of any sinking fund payment provided for by
the terms of Debentures 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 Debentures of any series is herein referred to as
on "optional sinking fund payment". If provided for by the terms of Debentures
for 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 Debentures of any series as provided for by the
terms of Debentures of such series.

               SECTION 3.05.  The Company (i) may deliver outstanding
Debentures of a series (other than any previously called for redemption) and
(ii) may apply as a credit Debentures of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Debentures
or through the application of permitted optional sinking fund payments
pursuant to the terms of such Debentures, in each case in satisfaction of all
or any part of any sinking fund payment with respect to the Debentures of such
series required to be made pursuant to the terms of such Debentures as
provided for by the terms of such series; provided that such Debentures have
not been previously so credited. Such Debentures shall be received and
credited for such purpose by the Trustee at the redemption price specified in
such Debentures for redemption through operation of the sinking fund and the
amount of such 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 Debentures, 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 for that series,
the portion thereof, if any, which is to be satisfied by delivering and
crediting Debentures 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 Debentures to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Debentures 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. Such notice having been duly given, the redemption of such Debentures
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 Debentures
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
Debentures of that series at the time and place and in the manner provided
herein and established with respect to such Debentures.

               SECTION 4.02.  So long as any series of the Debentures remain
outstanding, the Company agrees to maintain an office or agency in the Borough
of Manhattan, The City and State of New York, with respect to each such series
and at such other location or locations as may be designated as provided in
this Section 4.02, where (i) Debentures of that series may be presented for
payment, (ii) Debentures 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 Debentures 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 its President or a Vice President 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.

               SECTION 4.03.  (a)  If the Company shall appoint one or more
paying agents for all or any series of the Debentures, other than the Trustee,
the Company will cause each such paying agency 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 Debentures of that series (whether such sums have been paid
            to it by the Company or by any other obligor of such Debentures)
            in trust for the benefit of the persons entitled thereto:

               (2)  that it will give the Trustee written notice of any
            failure by the Company (or by any other obligor of such
            Debentures) to make any payment of the principal of (and premium,
            if any) or interest on the Debentures 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 Debentures, it will on or before each due date of
the principal of (and premium, if any) or interest on Debentures 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 Debentures of that series until such sums shall
be paid to such persons or otherwise disposed of as herein provided and will
promptly notify in writing the Trustee of such action, or any failure (by it
or any other obligor on such Debentures) to take such action. Whenever the
Company shall have one or more paying agents for any series of Debentures, it
will, prior to each due date of the principal of (and premium, if any) or
interest on any Debentures 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 11.05, 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.


                                 ARTICLE FIVE

                     DEBENTUREHOLDERS' 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 a monthly basis on each regular record date
(as defined in Section 2.03) a list, in such form as the Trustee may
reasonably require, of the  names and addresses of the holders of each series
of Debentures as of such regular record date, provided, that the Company shall
not be obligated to furnish or cause to furnish 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 Debenture
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 Debentures 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 Debentures received by the Trustee in its capacity as Debenture
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 Debentures 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
Debenture 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 Debentures of such series or holders of all
Debentures with respect to their rights under this Indenture or under such
Debentures, 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 Debentures of such series or of all Debentures, 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 Debentureholders 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 Debentures, 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
Securities and Exchange Commission (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 Debentures of such series or of all Debentures, 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 Debentureholders
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 Debentures, 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 Debenture Registrar shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the holders of Debentures in accordance with the
provisions of subsection (b) 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 (b).

               SECTION 5.03.  (a)  The Company covenants and agrees to file
with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies 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 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.
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

               (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 Debentureholders, as their names and
addresses appear upon the Debenture 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
Debentures 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 his or her knowledge of the Company's 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.

               SECTION 5.04.  (a)  On or before July 15 in each year in which
any of the Debentures are outstanding, the Trustee shall transmit by mail,
first class postage prepaid, to the Debentureholders, as their names and
addresses appear upon the Debenture 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 7.08;

               (2)  the creation of or any material change to a relationship
            specified in paragraphs (1) through (10) of subsection (c) of
            Section 7.08;

               (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
            Debentures, 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 Debentures 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 Debentures, 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 paragraph (2), (3), (4), or (6) of subsection
            (b) of Section 7.13;

               (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 of this Indenture (and the consideration
            thereof, if any) which it has not previously reported;

               (7)  any additional issue of Debentures 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 Debentures or the
            Debentures 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 Debentureholders, as their names and addresses appear upon the
Debenture 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 Debentures 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
Debentures 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 Debentureholders, be filed by the Trustee with the Company,
with each stock exchange upon which any Debentures are listed (if so listed)
and also with the Commission.  The Company agrees to notify the Trustee when
any Debentures become listed on any stock exchange.


                                  ARTICLE SIX

                         REMEDIES OF THE TRUSTEE AND
                     DEBENTUREHOLDERS ON EVENT OF DEFAULT

               SECTION 6.01.  (a)  Whenever used herein with respect to
Debentures 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 Debentures of that series, as and when the same shall
            become due and payable, and continuance of such default for a
            period of 30 days; provided, however, that a valid extension of
            an interest payment period by the Company in accordance with the
            terms of any indenture supplemental hereto, shall not constitute a
            default in the payment of interest for this purpose;

               (2)  default in the payment of the principal of (or premium, if
            any, on) any of the Debentures of that series as and when the same
            shall become due and payable whether at maturity, upon redemption,
            by declaring or otherwise, or in any payment required by any
            sinking or analogous fund established with respect to that series;

               (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
            Debentures or otherwise established with respect to that series of
            Debentures 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 Debentures 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 25% in
            principal amount of the Debentures 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 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 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 days; or

               (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.

               (b)   In each and every such case, unless the principal of all
the Debentures of that series shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Debentures of that series then outstanding hereunder, by notice
in writing to the Company (and to the Trustee if given by such
Debentureholders), may declare the principal of all the Debentures 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 Debentures 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 Debentures of that series
shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys 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
Debentures of that series and the principal of (and premium, if any, on) any
and all Debentures 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
Debentures 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 Debentures 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 Debentures of that
series then outstanding (subject to, in the case of any series of Debentures
held as trust assets of a AES Trust and with respect to which a Security
Exchange has not theretofore occurred, such consent of the holders of the
Preferred Securities and the Common Securities of such AES Trust as may be
required under the Declaration of Trust of such AES Trust), 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 Debentures; 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 shall have proceeded to enforce any
right with respect to Debentures 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.

               (e)  If, prior to a Security Exchange with respect to the
Debentures of any series, a Default with respect to the Debentures of such
series shall have occurred, the Company expressly acknowledges that under the
circumstances set forth in the applicable Declaration of Trust, any holder of
Preferred Securities of the applicable AES Trust may enforce directly against
the Company the applicable Property Trustee's rights hereunder.  In
furtherance of the foregoing and for the avoidance of any doubt, the Company
acknowledges that, under the circumstances described in the applicable
Declaration of Trust, any such holder of Preferred Securities, in its own
name, in the name of the applicable AES Trust or in the name of the holders of
the Preferred Securities issued by such AES Trust, may institute or cause to
be instituted a proceeding, including, without limitation, any suit in equity,
an action at law or other judicial or administrative proceeding, to enforce
the applicable Property Trustee's rights hereunder directly against the
Company as issuer of the applicable series of Debentures, and may prosecute
such proceeding to judgment or final decree, and enforce the same against the
Company.

               SECTION 6.02.  (a)  The Company covenants that (1) in case
default shall be made in the payment of any installment of interest on any of
the Debentures of a series, or any payment required by any sinking or
analogous fund established with respect to that series as and when the same
shall have become due and payable, and such default shall have continued
for a period of 10 business days, or (2) in case default shall be made in
the payment of the principal of (or premium, if any, on) any of the
Debentures of a series when the same shall have become due and payable,
whether upon maturity of the Debentures of a series or upon redemption or
upon declaration or otherwise, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the
Debentures of that series, the whole amount that then shall have become due
and payable on all such Debentures 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 or the applicable AES Trust in respect
thereof) upon overdue installments of interest at the rate per annum
expressed in the Debentures 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 Debentures of that series and collect in the manner
provided by law out of the property of the Company or other obligor upon the
Debentures of that series wherever situated the moneys 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
Debentures, or the creditors or property of either, the Trustee shall have the
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 Debentures of such series allowed for the entire amount due and
payable by the Company or such other obligor under the 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 moneys 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 Debentures 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 Debentureholders, 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 Debentures of
that series, may be enforced by the Trustee without the possession of any of
such Debentures, 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 Debentures 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
Debentureholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debentures of that series or the rights of any
holder thereof or to authorize the Trustee to vote in respect of the claim of
any Debentureholder in any such proceeding.

               SECTION 6.03.  Any moneys collected by the Trustee pursuant to
Section 6.02 with respect to a particular series of Debentures shall be
applied in the order following, at the date or dates fixed by the Trustee and,
in case of the distribution of such moneys on account of principal (or
premium, if any) or interest, upon presentation of the several Debentures 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; and

               SECOND:  To the payment of the amounts then due and unpaid upon
            Debentures 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
            Debentures for principal (and premium, if any) and interest,
            respectively.

               SECTION 6.04.  No holder of any Debenture 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 Debentures of such series specifying
such Event of Default, as hereinbefore provided, and unless also the holders
of not less than 25% in aggregate principal amount of the Debentures 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 Debenture of such series with
every other such taker and holder and Trustee, that no one or more holders of
Debentures 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 Debentures, 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
Debentures of such series.  For the protection and enforcement of the
provisions of this Section, each and every Debentureholder 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 Debenture to receive payment of the
principal of (and premium, if any) and interest on such Debenture, as therein
provided, on or after the respective due dates expressed in such Debenture (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 Debentureholders 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 debentures, by judicial proceedings or otherwise, to enforce
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Debentures.

               (b)   No delay or omission of the Trustee or of any holder of
any of the Debentures 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
Debentureholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Debentureholders.

               SECTION 6.06.  The holders of a majority in aggregate principal
amount of the Debentures of any series at the time outstanding, determined in
accordance with Section 8.04 (with, in the case of any series of Debentures
held as trust assets of a AES Trust and with respect to which a Security
Exchange has not theretofore occurred, such consent of holders of the
Preferred Securities and the Common Securities of such AES Trust as may be
required under the Declaration of Trust of such AES Trust), 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 Debentures 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 would involve the Trustee
in personal liability.  The holders of a majority in aggregate principal
amount of the Debentures of any series at the time outstanding affected
thereby, determined in accordance with section 8.04 (with, in the case of
any series of Debentures held as trust assets of a AES Trust and with
respect to which a Security Exchange has not theretofore occurred, such
consent of holders of the Preferred Securities and the Common Securities of
such AES Trust as may be required under the Declaration of Trust of such
AES Trust), may on behalf of the holders of all of the Debentures 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 Debentures of
that series as and when the same shall become due by the terms of such
Debentures otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal and any premium has been deposited with the Trustee (in
accordance with Section 6.01(c)) or a call for redemption of Debentures 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 Debentures 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 Debentures of that series, as
their names and addresses appear upon the Debenture Register, notice of all
defaults with respect to that series known to the Trustee, unless such
defaults shall have been cured 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) and (5) 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 (3) 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 Debentures of that series or
in the payment of any sinking 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 Debentures of that series; provided further, that in the
case of any default of the character specified in Section 6.01(a)(3) with
respect to Debentures of such series no such notice to the holders of the
Debentures 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) or (a)(2) of Section
6.01 as long as the Trustee is acting as paying agent for such series of
Debentures 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 Debentures 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
Debentureholder, or group of Debentureholders, holding more than 10% in
aggregate principal amount of the outstanding Debentures of any series, or to
any suit instituted by any Debentureholder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Debenture of such
series, on or after the respective due dates expressed in such Debenture 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 Debentures of a series and after the curing
of all Events of Default with respect to Debentures of that series which may
have occurred, shall undertake to perform with respect to Debentures of such
series such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee.  In case an Event of Default with respect to Debentures of a
series has occurred (which has not been cured or waived), the Trustee shall
exercise with respect to Debentures 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 Debentures 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 Debentures of such series be determined solely by
               the express provisions of this Indenture, and the Trustee shall
               not be liable with respect to Debentures 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 Debentures 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 Debentures 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 Debentures 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 personal financial liability in the performance of any of
            its duties or in the exercise of any of its rights or powers,
            if there is reasonable ground for believing 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.

               (5)  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 shall be
            subject to the provisions of this Article 7.

               SECTION 7.02.  Except as otherwise provided in Section 7.01:

               (a)   The Trustee may rely and shall be protected in acting or
            refraining from acting upon any resolution, certificate,
            statement, instrument, opinion, report, notice, request, consent,
            order, approval, bond, security or other paper or document
            believed by it to the genuine and 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 instrument signed in the name of the Company by
            the President or any Vice President and by the Secretary or an
            Assistant Secretary or the Treasurer or an Assistant Treasurer
            (unless other evidence in respect thereof is specifically
            prescribed herein);

               (c)   The Trustee may consult with counsel of its selection 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 Debentureholders,
            pursuant to the provisions of this Indenture, unless such
            Debentureholders shall have offered to the Trustee reasonable
            security or indemnity 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
            Debentures (which has not been cured or waived) to exercise with
            respect to Debentures 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,
            order, 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 Debentures
            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 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; and

               (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.

               SECTION 7.03.  (a)  The recitals contained herein and in the
Debentures (other than the Certificate of Authentication on the Debentures)
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 Debentures.

               (c)   The Trustee shall not be accountable for the use or
application by the Company of any of the Debentures or of the proceeds of such
Debentures, or for the use or application of any moneys 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 moneys received
by any paying agent other than the Trustee.

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

               SECTION 7.05.  Subject to the provisions of Section 11.05, all
moneys 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 moneys received by
it hereunder except such as it may agree 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, such
reasonable compensation as the Company and the Trustee shall from time to time
agree in writing (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 expenses and disbursements of
its counsel and of all persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence 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 including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee) incurred without
negligence 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
costs and expenses of defending itself against any claim of liability in the
premises.

               (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 Debentures 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 Debentures.

               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 negligence or 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
negligence or 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.  (a)  If the Trustee has or shall acquire any
conflicting interest, as defined in this Section, with respect to the
Debentures of any series and if the Default to which such conflicting interest
relates has not been cured, duly waived or otherwise eliminated, within 90
days after ascertaining that it has such conflicting interest, it shall either
eliminate such conflicting interest, except as otherwise provided herein, or
resign with respect to the Debentures of that series in the manner and with
the effect specified in Section 7.10 and the Company shall promptly appoint a
successor Trustee in the manner provided herein.

               (b)  In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section, with respect to the
Debentures of any series the Trustee shall, within ten days after the
expiration of such 90-day period, transmit notice of such failure by mail,
first class postage prepaid, to the Debentureholders of that series as their
names and addresses appear upon the registration books.

               (c)  For the purposes of this Section the Trustee shall be
deemed to have a conflicting interest with respect to the Debentures of any
series if a Default has occurred and is continuing and:

               (1)  the Trustee is trustee under this Indenture with respect
            to the outstanding Debentures of any series other than that
            series, or is trustee under another indenture under which any
            other securities, or certificates of interest or participation in
            any other securities, of the Company are outstanding, unless such
            other indenture is a collateral trust indenture under which the
            only collateral consists of Debentures issued under this
            Indenture; provided that there shall be excluded from the
            operation of this paragraph the Debentures of any series other
            than that series and any other indenture or indentures under which
            other securities, or certificates of interest or participation in
            other securities, of the Company are outstanding if (i) this
            Indenture and such other indenture or indentures and all series of
            securities issuable thereunder are wholly unsecured and rank
            equally and such other indenture or indentures (and such series)
            are hereafter qualified under the Trust Indenture Act, unless the
            Commission shall have found and declared by order pursuant to
            subsection (b) of Section 305 or subsection (c) of Section 307 of
            the Trust Indenture Act, that differences exist between (A) the
            provisions of this Indenture with respect to Debentures of that
            series and with respect to one or more other series or (B) the
            provisions of this Indenture and the provisions of such other
            indenture or indentures (or such series), which are so likely to
            involve a material conflict of interest as to make it necessary in
            the public interest or for the protection of investors to
            disqualify the Trustee from acting as such under this Indenture
            with respect to the Debentures of that series and such other
            series or such other indenture or indentures, or (ii) the Company
            shall have sustained the burden of proving, on application to the
            Commission and after opportunity for hearing thereon, that the
            trusteeship under this Indenture with respect to Debentures of
            that series and such other series or such other indenture or
            indentures is not so likely to involve a material conflict of
            interest as to make it necessary in the public interest or for the
            protection of investors to disqualify the Trustee from acting as
            such under this Indenture with respect to Debentures of that
            series and such other series or under such other indentures;

               (2)  the Trustee or any of its directors or executive officers
            is an underwriter for the Company;

               (3)  the Trustee directly or indirectly controls or is directly
            or indirectly controlled by or is under direct or indirect common
            control with or an underwriter for the Company;

               (4)  the Trustee or any of its directors or executive officers
            is a director, officer, partner, employee, appointee or
            representative of the Company, or of an underwriter (other than the
            Trustee itself) for the Company who is currently engaged in the
            business of underwriting, except that (A) one individual may be a
            director and/or an executive officer of the Trustee and a director
            and/or an executive officer of the Company, but may not be at the
            same time an executive officer of both the Trustee and the
            Company; (B) if and so long as the number of directors of the
            Trustee in office is more than nine, one additional individual may
            be a director and/or an executive officer of the Trustee and a
            director of the Company; and (C) the Trustee may be designated by
            the Company or by an underwriter for the Company to act in the
            capacity of transfer agent, registrar, custodian, paying agent,
            fiscal agent, escrow agent, or depository, or in any other similar
            capacity, or, subject to the provisions of paragraph (1) of this
            subsection (c), to act as trustee whether under an indenture or
            otherwise;

               (5)  10% or more of the voting securities of the Trustee is
            beneficially owned either by the Company or by any director,
            partner, or executive officer thereof, or 20% or more of such
            voting securities is beneficially owned, collectively, by any two
            or more of such persons; or 10% or more of the voting securities
            of the Trustee is beneficially owned either by an underwriter for
            the Company or by any director, partner, or executive officer
            thereof, or is beneficially owned, collectively by any two or more
            such persons;

               (6)  the Trustee is the beneficial owner of, or holds as
            collateral security for an obligation which is in default (as
            hereinafter in this subsection (c) defined), (A) 5% or more of the
            voting securities, or 10% or more of any other class of security,
            of the Company, not including the Debentures issued under this
            Indenture and securities issued under any other indenture under
            which the Trustee is also trustee, or (B) 10% or more of any class
            of security of an underwriter for the Company;

               (7)  the Trustee is the beneficial owner of, or holds as
            collateral security for an obligation which is in default (as
            hereinafter in this subsection (c) defined), 5% or more of the
            voting securities of any person who, to the knowledge of the
            Trustee, owns 10% or more of the voting securities of, or controls
            directly or indirectly or is under direct or indirect common
            control with, the Company;

               (8)  the Trustee is the beneficial owner of, or holds as
            collateral security for an obligation which is in default (as
            hereinafter in this subsection (c) defined), 10% or more of any
            class of security of any person who, to the knowledge of the
            Trustee, owns 50% or more of the voting securities of the Company;

               (9)  the Trustee owns, on the date of Default upon the
            Debentures of any series or any anniversary of such Default while
            such Default upon the Debentures issued under this Indenture
            remains outstanding, in the capacity of executor, administrator,
            testamentary or inter vivos trustee, guardian, committee or
            conservator, or in any other similar capacity, an aggregate of 25%
            or more of the voting securities, or of any class of security, of
            any person, the beneficial ownership of a specified percentage of
            which would have constituted a conflict interest under paragraph
            (6), (7), or (8) of this subsection (c).  As to any such
            securities of which the Trustee acquired ownership through
            becoming executor, administrator or testamentary trustee of an
            estate which includes them, the provisions of the preceding
            sentence shall not apply, for a period of two years from the
            date of such acquisition, to the extent that such securities in
            such estate do not exceed 25% of such voting securities or 25%
            of any such class of security.  Promptly after the dates of any
            such Default upon the Debentures issued under this Indenture
            and annually in each succeeding year that the Debentures issued
            under this Indenture remain in Default, the Trustee shall make
            a check of its holding of such securities in any of the
            above-mentioned capacities as of such dates.  If the Company
            fails to make payment in full of principal of or interest on
            any of the Debentures when and as the same becomes due and
            payable, and such failure continues for 30 days thereafter, the
            Trustee shall make a prompt check of its holding of such
            securities in any of the above-mentioned capacities as of the
            date of the expiration of such 30-day period, and after such
            date, notwithstanding the foregoing provisions of this
            paragraph (9), all such securities so held by the Trustee, with
            sole or joint control over such securities vested in it, shall,
            but only so long as such failure shall continue, be considered
            as though beneficially owned by the Trustee for the purposes of
            paragraphs (6), (7) and (8) of this subsection (c); or

               (10)  except under the circumstances described in paragraph
            (1), (3), (4), (5) or (6) of subsection (b) of Section 7.13 the
            Trustee shall be or shall become a creditor of the Company.

               For purposes of paragraph (1) of this subsection (c), and of
Section 6.06, the term "series of securities" or "securities" means a series,
class or group of securities issuable under an indenture pursuant to whose
terms holders of one such series may vote to direct the indenture trustee, or
otherwise take action pursuant to a vote of such holders, separately from
holders of another such series; provided, that, "series of securities" or
"series" shall not include any series of securities issuable under an
indenture if all such series rank equally and are wholly secured.

               The specification of percentages in paragraphs (5) to (9),
inclusive, of this subsection (c) shall not be construed as indicating that
the ownership of such percentages of securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this subsection (c).

               For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection (c) only, (A) the terms "security" and "securities" shall include
only such securities as are generally known as corporate securities, but shall
not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (B) an obligation shall be deemed
to be in "default", when a default in payment of principal shall have
continued for 30 days or more and shall not have been cured; and (C) the
Trustee shall not be deemed to be the owner or holder of (i) any security
which it holds as collateral security (as trustee or otherwise) for any
obligation which is not in default as defined in clause (B) above, or (ii) any
security which it holds as collateral security under this Indenture,
irrespective of any Default hereunder, or (iii) any security which it holds as
agent for collection, or as custodian, escrow agent or depositary, or in any
similar representative capacity.

               Except as above provided, the word "security" or securities" as
used in this Indenture shall mean any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or participation
in any profit-sharing agreement, collateral trust certificate,
pre-organization certificate or subscription, transferable share, investment
contract, voting trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas, or other mineral rights, or, in
general, any interest or instrument commonly known as a "security", or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing.

               (d)  For the purposes of this Section:

               (1)  The term "underwriter" when used with reference to the
            Company shall mean every person, who, within one year prior to the
            time as of which the determination is made, has purchased from the
            Company with a view to, or has offered or sold for the Company in
            connection with, the distribution of any security of the Company,
            or has participated or has had a direct or indirect participation
            in any such undertaking, or has participated or has had a
            participation in the direct or indirect underwriting of any such
            undertaking, but such term shall not include a person whose
            interest was limited to a commission from an underwriter or dealer
            not in excess of the usual and customary distributors' or sellers'
            commission.

               (2)  The term "director" shall mean any member of the board of
            directors of a corporation or any individual performing similar
            functions with respect to any organization whether incorporated or
            unincorporated.

               (3)  The term "person" shall mean an individual, a corporation,
            a partnership, an association, a joint-stock company, a trust, an
            unincorporated organization or a government or political
            subdivision thereof.  As used in this paragraph, the term "trust"
            shall include only a trust where the interest or interests of the
            beneficiary or beneficiaries are evidenced by a security.

               (4)  The term "voting security" shall mean any security
            presently entitling the owner or holder thereof to vote in the
            direction or management of the affairs of a person, or any
            security issued under or pursuant to any trust, agreement or
            arrangement whereby a trustee or trustees or agent or agents for
            the owner or holder of such security are presently entitled to
            vote in the direction or management of the affairs of a person.

               (5)  The term "Company" shall mean any obligor upon the
            Debentures.

               (6)  The term "executive officer" shall mean the chairman of
            the board of directors, president, every vice president, every
            assistant vice president, every trust officer, the cashier, the
            secretary, and the treasurer of a corporation, and any individual
            customarily performing similar functions with respect to any
            organization whether incorporated or unincorporated.

               (e)  The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

               (1)  A specified percentage of the voting securities of the
            Trustee, the Company or any other person referred to in this
            Section (each of whom is referred to as a "person" in this
            paragraph) means such amount of the outstanding voting securities
            of such person as entitles the holder or holders thereof to cast
            such specified percentage of the aggregate votes which the holders
            of all the outstanding voting securities of such person are
            entitled to cast in the direction or management of the affairs of
            such person.

               (2)  A specified percentage of a class of securities of a
            person means such percentage of the aggregate amount of securities
            of the class outstanding.

               (3)  The term "amount", when used in regard to securities,
            means the principal amount if relating to evidences of
            indebtedness, the number of shares if relating to capital shares
            and the number of units if relating to any other kind of security.

               (4)  The term "outstanding" means issued and not held by or for
            the account of the issuer.  The following securities shall not be
            deemed outstanding within the meaning of this definition:

                    (i)  securities of an issuer held in a sinking fund
               relating to securities of the issuer of the same class;

                   (ii)  securities of an issuer held in a sinking fund
               relating to another class of securities of the issuer, if the
               obligation evidenced by such other class of securities is not
               in default as to principal or interest or otherwise;

                  (iii)  securities pledged by the issuer thereof as security
               for an obligation of the issuer not in default as to principal
               or interest or otherwise; and

                   (iv)  securities held in escrow if placed in escrow by the
               issuer thereof, provided, however, that any voting securities
               of an issuer shall be deemed outstanding if any person other
               than the issuer is entitled to exercise the voting rights
               thereof.

               (5)  A security shall be deemed to be of the same class as
            another security if both securities confer upon the holder or
            holders thereof substantially the same rights and privileges;
            provided, however, that, in the case of secured evidences of
            indebtedness, all of which are issued under a single indenture,
            differences in the interest rates or maturity dates of various
            series thereof shall not be deemed sufficient to constitute such
            series different classes; and provided, further, that, in the case
            of unsecured evidences of indebtedness, differences in the
            interest rates or maturity dates thereof shall not be deemed
            sufficient to constitute them securities of different classes,
            whether or not they are issued under a single indenture.

               (f)  Except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Debentures issued under
this Indenture, or in the payment of any sinking or analogous fund
installment, the Trustee shall not be required to resign as provided by this
Section 7.08 if such Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon, that
(i) the default under the Indenture may be cured or waived during a reasonable
period and under the procedures described in such application and (ii) a stay
of the Trustee's duty to resign will not be inconsistent with the interests of
Debentureholders.  The filing of such an application shall automatically stay
the performance of the duty to resign until the Commission orders otherwise.

               Any resignation of the Trustee shall become effective only upon
the appointment of a successor trustee and such successor's acceptance of such
an appointment.

               SECTION 7.09.  There shall at all times be a Trustee with
respect to the Debentures 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 Debentures 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 Debentureholders of such series, as their names and addresses appear
upon the Debenture Register.  Upon receiving such notice of resignation,
the Company shall promptly appoint a successor trustee with respect to
Debentures 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 Debentures of such
series, or any Debentureholder of that series who has been a bona fide
holder of a Debenture or Debentures 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
            subsection (a) of Section 7.08 after written request therefor by
            the Company or by any Debentureholder who has been a bona fide
            holder of a Debenture or Debentures 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
            Debentureholder; 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 Debentures 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.  If no successor trustee shall have been so appointed and
            have accepted appointment within 30 days after the mailing of such
            notice of removal, the Trustee so removed may petition any court
            of competent jurisdiction for the appointment of a successor
            trustee with respect to Debentures of such series, or any
            Debentureholder of that series who has been a bona fide holder of
            a Debenture or Debentures 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
            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 Debentures 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 Debentures 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 Debentures of one or more series or all
of such series, and at any time there shall be only one Trustee with respect
to the Debentures of any particular series.

               SECTION 7.11.  (a)  In case of the appointment hereunder of a
successor trustee with respect to all Debentures, 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.

               (b)  In case of the appointment hereunder of a successor
trustee with respect to the Debentures of one or more (but not all) series,
the Company, the retiring Trustee and each successor trustee with respect to
the Debentures 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 Debentures 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 Debentures 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 Debentures 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 Debentures 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
Debentures 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, power 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 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
Debentureholders, as their names and addresses appear upon the Debenture
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 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 Section 7.08 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
Debentures shall have been authenticated, but not made available for delivery,
by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
make available for delivery the Debentures so authenticated with the same
effect as if such successor Trustee had itself authenticated such Debentures.

               SECTION 7.13.  (a)  Subject to the provisions of subsection (b)
of this Section, if the Trustee shall be or shall become a creditor, directly
or indirectly, secured or unsecured, of the Company within three months prior
to a default, as defined in subsection (b) of this Section, or subsequent to
such a default, then, unless and until such default shall be cured, the
Trustee shall set apart and hold in a special account for the benefit of the
Trustee individually, the holders of the Debentures and the holders of other
indenture securities (as defined in subsection (c) of this Section):

               (1)  an amount equal to any and all reductions in the amount
            due and owing upon any claim as such creditor in respect of
            principal or interest, effected after the beginning of such three
            months' period and valid as against the Company and its other
            creditors, except any such reduction resulting from the receipt or
            disposition of any property described in paragraph (2) of this
            subsection, or from the exercise of any right of set-off which the
            Trustee could have exercised if a petition in bankruptcy had been
            filed by or against the Company upon the date of such default; and

               (2)  all property received by the Trustee in respect of any
            claim as such creditor, either as security therefor, or in
            satisfaction or composition thereof, or otherwise, after the
            beginning of such three months' period, or an amount equal to the
            proceeds of any such property, if disposed of, subject, however,
            to the rights, if any, of the Company and its other creditors in
            such property or such proceeds.

               Nothing herein contained, however, shall affect the right of
the Trustee:

               (A)  to retain for its own account (i) payments made on account
            of any such claim by any person (other than the Company) who is
            liable thereon, and (ii) the proceeds of the bona fide sale of any
            such claim by the Trustee to a third person, and (iii)
            distributions made in cash, securities, or other property in
            respect of claims filed against the Company in bankruptcy or
            receivership or in a case for reorganization pursuant to the
            Federal Bankruptcy Code or applicable State law;

               (B)  to realize, for its own account, upon any property held by
            it as security for any such claim, if such property was so held
            prior to the beginning of such three months' period;

               (C)  to realize, for its own account, but only to the extent of
            the claim hereinafter mentioned, upon any property held by it as
            security for any such claim, if such claim was created after the
            beginning of such three months' period and such property was
            received as security therefor simultaneously with the creation
            thereof, and if the Trustee shall sustain the burden of proving
            that at the time such property was so received the Trustee had no
            reasonable cause to believe that a default, as defined in
            subsection (c) of this Section, would occur within three months;
            or

               (D)  to receive payment on any claim referred to in paragraph
            (B) or (C), against the release of any property held as security
            for such claim as provided in such paragraph (B) or (C), as the
            case may be, to the extent of the fair value of such property.

               For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three months' period for property held
as security at the time of such substitution shall, to the extent of the fair
value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is
created in renewal of or in substitution for or for the purpose of repaying or
refunding any pre-existing claim of the Trustee as such creditor, such claim
shall have the same status as such pre-existing claim.

               If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Debentureholders and the holders of other
indenture securities in such manner that the Trustee, the Debentureholders and
the holders of other indenture securities realize, as a result of payments
from such special account and payments of dividends on claims filed against
the Company in bankruptcy or receivership or in a case for reorganization
pursuant to the Federal Bankruptcy Code or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim
of the Trustee anything on account of the receipt by it from the Company of
the funds and property in such special account and before crediting to the
respective claims of the Trustee, the Debentureholders and the holders of
other indenture securities dividends on claims filed against the Company in
bankruptcy or receivership or in a case for reorganization pursuant to the
Federal Bankruptcy Code or applicable State law, but after crediting thereon
receipts on account of the indebtedness represented by their respective claims
from all sources other than from such dividends and from the funds and
property so held in such special account.  As used in this paragraph, with
respect to any claim, the term "dividends" shall include any distribution with
respect to such claim, in bankruptcy or receivership or in a case for
reorganization pursuant to the Federal Bankruptcy Code or applicable State
law, whether such distribution is made in cash, securities, or other property,
but shall not include any such distribution with respect to the secured
portion, if any, of such claim.  The court in which such bankruptcy,
receivership or a case for reorganization is pending shall have jurisdiction
(i) to apportion between the Trustee, the Debentureholders and the holders of
other indenture securities, in accordance with the provisions of this
paragraph, the funds and property held in such special account and the
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part,
to give to the provisions of this paragraph due consideration in determining
the fairness of the distributions to be made to the Trustee, the
Debentureholders and the holders of other indenture securities with respect to
their respective claims, in which event it shall not be necessary to liquidate
or to appraise the value of any securities or other property held in such
special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

               Any Trustee who has resigned or been removed after the
beginning of such three months' period shall be subject to the provisions of
this subsection (a) as though such resignation or removal had not occurred.
If any Trustee has resigned or been removed prior to the beginning of such
three months' period, it shall be subject to the provisions of this subsection
(a) if and only if the following conditions exist:

                     (i)  the receipt of property or reduction of claim which
            would have given rise to the obligation to account, if such
            Trustee had continued as trustee, occurred after the beginning of
            such three months' period; and

                     (ii)  such receipt of property or reduction of claim
            occurred within three months after such resignation or removal.

               (b)  There shall be excluded from the operation of subsection
(a) of this Section a creditor relationship arising from:

               (1)  the ownership or acquisition of securities issued under
            any indenture, or any security or securities having a maturity of
            one year or more at the time of acquisition by the Trustee;

               (2)  advances authorized by a receivership or bankruptcy court
            of competent jurisdiction, or by this Indenture, for the purpose
            of preserving any property other than cash which shall at any time
            be subject to the lien, if any, of this Indenture or of
            discharging tax liens or other prior liens or encumbrances
            thereon, if notice of such advance and of the circumstances
            surrounding the making thereof is given to the Debentureholders at
            the time and in the manner provided in this Indenture;

               (3)  disbursements made in the ordinary course of business in
            the capacity of trustee under an indenture, transfer agent,
            registrar, custodian, paying agent, subscription agent, fiscal
            agent or depositary, or other similar capacity;

               (4)  an indebtedness created as a result of services rendered
            or premises rented; or an indebtedness created as a result of
            goods or securities sold in a cash transaction as defined in
            subsection (c) of this Section;

               (5)  the ownership of stock or of other securities of a Company
            organized under the provisions of Section 25(a) of the Federal
            Reserve Act, as amended, which is directly or indirectly a
            creditor of the Company; or

               (6)  the acquisition, ownership, acceptance or negotiation of
            any drafts, bills of exchange, acceptance or obligations which
            fall within the classification of self-liquidating paper as
            defined in subsection (c) of this Section.

               (c)  As used in this Section:

               (1)  The term "default" shall mean any failure to make payment
            in full of the principal of (or premium, if any) or interest upon
            any of the Debenture or upon the other indenture securities when
            and as such principal (or premium, if any) or interest becomes due
            and payable.

               (2)  The term "other indenture securities" shall mean
            securities upon which the Company is an obligor (as defined in the
            Trust Indenture Act) outstanding under any other indenture (A)
            under which the Trustee is also trustee, (B) which contains
            provisions substantially similar to the provisions of subsection
            (a) of this Section, and (C) under which a default exists at the
            time of the apportionment of the funds and property held in said
            special account.

               (3)  The term "cash transaction" shall mean any transaction in
            which full payment for goods or securities sold is made within
            seven days after delivery of the goods or securities in
            currency or in checks or other orders drawn upon banks or
            bankers and payable upon demand.

               (4)  The term "self-liquidating paper" shall mean any draft,
            bill of exchange, acceptance or obligation which is made, drawn,
            negotiated or incurred by the Company for the purpose of financing
            the purchase, processing, manufacture, shipment, storage or sale
            of goods, wares or merchandise and which is secured by documents
            evidencing title to, possession of, or a lien upon , the goods,
            wares or merchandise or the receivables or proceeds arising from
            the sale of the goods, wares or merchandise previously
            constituting the security, provided the security is received by
            the Trustee simultaneously with the creation of the creditor
            relationship with the Company arising from the making, drawing,
            negotiating or incurring of the draft, bill of exchange,
            acceptance or obligation.

               (5)  The term "Company" shall mean any obligor upon any of the
            Debentures.


                                 ARTICLE EIGHT

                        CONCERNING THE DEBENTUREHOLDERS

               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 Debentures 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 Debentures of that
series in person or by agent or proxy appointed in writing.

               If the Company shall solicit from the Debentureholders 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 Debentureholders 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
Debentureholders of record at the close of business on the record date shall
be deemed to be Debentureholders for the purposes of determining whether
Debentureholders of the requisite proportion of outstanding Debentures 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 Debentures of that series shall be computed as
of the record date; provided that no such authorization, agreement or
consent by such Debentureholders 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.

               SECTION 8.02.  Subject to the provisions of Section 7.01, proof
of the execution of any instrument by a Debentureholder (such proof will not
require notarization) or his agent or proxy and proof of the holding by any
person of any of the Debentures 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 Debentures shall be proved by the
            Debenture Register of such Debentures or by a certificate of the
            Debenture 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 Debenture, the Company, the Trustee, any paying agent and any
Debenture Registrar may deem and treat the person in whose name such Debenture
shall be registered upon the books of the Company as the absolute owner of
such Debenture (whether or not such Debenture shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone
other than the Debenture Registrar) for the purpose of receiving payment of or
on account of the principal of, premium, if any, and (subject to Section 2.03)
interest on such Debenture and for all other purposes; and neither the Company
nor the Trustee nor any paying agent nor any Debenture 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 Debentures of a particular series have
concurred in any direction, consent or waiver under this Indenture, Debentures
of that series which are owned by the Company or any other obligor on the
Debentures of that series or by any Subsidiary of the Company or of such other
obligor on the Debentures 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 Debentures of such series which
the Trustee actually knows are so owned shall be so disregarded.  Debentures
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
Debentures 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 Debentures of a particular series specified in this Indenture in
connection with such action, any holder of a Debenture of that series which is
shown by the evidence to be included in the Debentures 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 Debenture.  Except as aforesaid any such action taken by
the holder of any Debenture shall be conclusive and binding upon such holder
and upon all future holders and owners of such Debenture, and of any Debenture
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 Debenture.  Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Debentures 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
Debentures 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 Debentureholders, for one or more of the following purposes:

               (a)  to evidence the succession of another corporation 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 Debentures; 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 Debentures of all or any series
            as the Board of Directors and the Trustee shall consider to be for
            the protection of the holders of Debentures 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
            Debentures 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 Debentures of any series; or

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

               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 Debentures 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 Debentures of each series affected by such
supplemental indenture or indentures at the time outstanding (and, in the case
of any series of Debentures held as trust assets of a AES Trust and with
respect to which a Security Exchange has not theretofore occurred, such
consent of holders of the Preferred Securities and the Common Securities of
such AES Trust as may be required under the Declaration of Trust of such AES
Trust), 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 Debentures of such series under this Indenture;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Debentures 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, without the consent
of the holder of each Debenture so affected or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each
Debenture (and, in the case of any series of Debentures held as trust assets
of a AES Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of the holders of the Preferred Securities
and the Common Securities of such AES Trust as may be required under the
Declaration of Trust of such AES Trust) 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
Debentureholders (and, in the case of any series of Debentures held as trust
assets of a AES Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the Common Securities of such AES Trust as may be required under the
Declaration of Trust of such AES Trust) 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.

               It shall not be necessary for the consent of the
Debentureholders 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
Debentureholders of all series affected thereby as their names and addresses
appear upon the Debenture 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 Debentures 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.  Debentures 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 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 Debentures 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
Debentures of that series then outstanding.

               SECTION 9.05.  The Trustee, subject to the provisions of
Section 7.01, may receive 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, SALE OR CONVEYANCE

               SECTION 10.01.   The Company shall not consolidate with or
merge into any other Person or transfer or lease its properties and assets
substantially as an entirety to any Person, and the Company shall not permit
any other Person to consolidate with or merge into the Company, unless:

               (a)  either the Company shall be the continuing corporation, or
            the corporation (if other than the Company) formed by such
            consolidation or into which the Company is merged or to which the
            properties and assets of the Company substantially as an entity
            are transferred or leased shall be a corporation organized and
            existing under the laws of the United States of America or any
            State thereof or the District of Columbia and shall expressly
            assume, by an indenture supplemental hereto, executed and
            delivered to the Trustee, in form satisfactory to the Trustee, all
            the obligations of the Company under the Debentures and this
            Indenture; and

               (b)  immediately after giving effect to such transaction no
            Event of Default, and no event which, after notice or lapse of
            time or both, would become an Event of Default, shall have
            occurred and be continuing.

               SECTION 10.02    The successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer or
lease is made shall succeed to and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as
if such successor corporation had been named as the Company herein, and
thereafter (except in the case of a lease to another Person) the predecessor
corporation shall be relieved of all obligations and covenants under the
Indenture and the Debentures and, in the event of such conveyance or transfer,
any such predecessor corporation may be dissolved and liquidated.

               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

                          SATISFACTION AND DISCHARGE
                        OF INDENTURE; UNCLAIMED MONEYS

               SECTION 11.01.    (A)  If at any time (a) the Company shall
have paid or caused to be paid the principal of and interest on all the
Debentures of any series Outstanding hereunder (other than Debentures of such
series which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 2.07) as and when the same shall have become
due and payable, or (b) the Company shall have delivered to the Trustee for
cancellation all Debentures of any series theretofore authenticated (other
than any Debentures of such series which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section 2.07)
or (c) (i) all the Debentures of series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and (ii) the Company shall have
irrevocably deposited or caused to be deposited with the Trustee as trust
funds the entire amount in cash (other than moneys repaid by the Trustee or
any paying agent to the Company in accordance with Section 11.04) or
Government Obligations, maturing as to principal and interest at such times
and in such amounts as will insure the availability of cash, or a
combination thereof, sufficient in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (A) the principal and interest on
all Debentures of such series on each date that such principal or interest
is due and payable and (B) any mandatory sinking fund payments on the dates
on which such payments are due and payable in accordance with the terms of
the Indenture and the Debentures of such series; and if, in any such case,
the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect (except as to (i) rights of registration of transfer and exchange of
Debentures of such series and the Company's right of optional redemption,
if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Debentures, (iii) rights of holders of Debentures to receive payments of
principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the
Debentureholders to receive mandatory sinking fund payments, if any, (iv)
the rights, obligations, duties and immunities of the Trustee hereunder,
(v) the rights of the holders of Debentures of such series as beneficiaries
hereof with respect to the property so deposited with the Trustee payable
to all or any of them, and (vi) the obligations of the Company under
Section 4.02) and the Trustee, on demand of the Company accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense
of the Company, shall execute proper instruments acknowledging such
satisfaction of and discharging this Indenture; provided, that the rights
of Holders of the Debentures to receive amounts in respect of principal of
and interest on the Debentures held by them shall not be delayed longer
than required by then-applicable mandatory rules or policies of any
securities exchange upon which the Debentures are listed.  The Company
agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Debentures of such series.

               (B)  The following provisions shall apply to the Debentures of
each series unless specifically otherwise provided in a Board Resolution or
indenture supplemental hereto provided pursuant to Section 2.01.  In addition
to discharge of the Indenture pursuant to the next preceding paragraph, the
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Debentures of a series on the date of the deposit referred to in
subparagraph (a) below, and the provisions of this Indenture with respect to
the Debentures of such series shall no longer be in effect (except as to (i)
rights of registration of transfer and exchange of Debentures of such series
and the Company's right of optional redemption, if any, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Debentures, (iii) rights of
holders of Debentures to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the holders of Debentures to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations, duties
and immunities of the Trustee hereunder, (v) the rights of the Holders of
Debentures as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them and (vi) the obligations of the
Company under Section 4.02) and the Trustee, at the expense of the Company,
shall at the Company's request, execute proper instruments acknowledging the
same, if

               (a)  with reference to this provision the Company has
            irrevocably deposited or caused to be irrevocably deposited with
            the Trustee as trust funds in trust, specifically pledged as
            security for, and dedicated solely to, the benefit of the holders
            of the Debentures of such series (i) cash in an amount, or (ii)
            Governmental Obligations maturing as to principal and interest at
            such times and in such amounts as will insure the availability of
            cash or (iii) a combination thereof, sufficient, in the opinion of
            a nationally recognized firm of independent public accountants
            expressed in a written certification thereof delivered to the
            Trustee, to pay (A) the principal and interest on all Debentures
            of such series on each date that such principal or interest is due
            and payable and (B) any mandatory sinking fund payments on the
            dates on which such payments are due and payable in accordance
            with the terms of the Indenture and the Debentures of such series;

               (b)  such deposit will not result in a breach or violation of,
            or constitute a default under, any agreement or instrument to
            which the Company is a party or by which it is bound;

               (c)  the Company has delivered to the Trustee an Opinion of
            Counsel based on the fact that (x) the Company has received from,
            or there has been published by, the Internal Revenue Service a
            ruling or (y) since the date hereof, there has been a change in
            the applicable Federal income tax law, in either case to the
            effect that, and such opinion shall confirm that, the holders of
            the Debentures of such series will not recognize income, gain or
            loss for Federal income tax purposes as a result of such deposit,
            defeasance and discharge and will be subject to Federal income tax
            on the same amount and in the same manner and at the same times,
            as would have been the case if such deposit, defeasance and
            discharge had not occurred;

               (d)  the Company has delivered to the Trustee an Officer's
            Certificate and an Opinion of Counsel, each stating that all
            conditions precedent provided for relating to the defeasance
            contemplated by this provision have been complied with; and

               (e)  no event or condition shall exist that, pursuant to the
            provisions of Section 14.02 or 14.03, would prevent the Company
            from making payments of the principal of or interest on the
            Debentures of such series on the date of such deposit.

               SECTION 11.02  Subject to Section 11.04, all moneys deposited
with the Trustee (or other trustee) pursuant to Section 11.01 shall be held in
trust and applied by it to the payment, either directly or through any paying
agent (including the Company acting as its own paying agent), to the Holders
of the particular Debentures of such series for the payment or redemption of
which such moneys have been deposited with the Trustee, of all sums due and to
become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

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

               SECTION 11.04  Any moneys deposited with or paid to the Trustee
or any paying agent for the payment of the principal of or interest on any
Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest shall have become due and
payable, shall, upon the written request of the Company and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Company by the Trustee for such
series or such paying agent, and the Holder of the Debentures of such series
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Company
for any payment which such holder may be entitled to collect, and all
liability of the Trustee or any paying agent with respect to such moneys shall
thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such repayment with respect to moneys
deposited with it for any payment series, shall at the expense of the Company,
mail by first-class mail to holders of such Debentures at their addresses as
they shall appear on the Debenture Register, notice, that such moneys remain
and that, after a date specified therein, which shall not be less than thirty
days from the date of such mailing or publication, any unclaimed balance of
such money then remaining  will be repaid to the Company.

               SECTION 11.05  The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the
Governmental Obligations deposited pursuant to Section 11.01 or the principal
or interest received in respect of such obligations.


                                ARTICLE TWELVE

                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                            OFFICERS AND DIRECTORS

               SECTION 12.01.  No recourse under or upon any obligations,
covenant or agreement of this Indenture, or of any Debenture, 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, statue 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 Debentures 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 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 Debentures 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 Debentures.


                               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 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 Debentures
to or on the Company may be given or served by being deposited first class
postage prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows:  The AES
Corporation, 1001 North 19th Street, Arlington, Virginia 22209,  Attention:
General Counsel and Secretary.  Any notice, election, request or demand by the
Company or any Debentureholder 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 Debenture 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
(without regard to principles of conflicts of laws thereof).

               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 has made such examination or investigation as is necessary to
enable him 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 Board Resolution, and as set forth in an Officers' Certificate,
or established in one or more indentures supplemental to the Indenture, in any
case where the date of maturity of interest or principal of any Debenture or
the date of redemption of any Debenture 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 Sections
310 to 317, inclusive, of 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 Debentures 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 Debentures, but this Indenture and
such Debentures 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 this 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 jointly and severally
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 hereto.

               SECTION 13.12.  The Company hereby acknowledges that, to the
extent specifically set forth herein, prior to a Security Exchange with
respect to the Debentures of any series held as trust assets of a AES Trust,
the holders of the Preferred Securities of such AES Trust shall expressly be
third party beneficiaries of this Indenture.  The Company further acknowledges
that, prior to a Security Exchange with respect to Debentures of any series
held as trust assets of a AES Trust, if the Property Trustee of such AES Trust
fails to enforce its rights under this Indenture as the holder of the
Debentures of a series held as trust assets of such AES Trust, any holder of
the Preferred Securities of such AES Trust may institute legal proceedings
directly against the Company to enforce such Property Trustee's rights under
this Indenture without first instituting any legal proceedings against such
Property Trustee or any other person or entity.


                               ARTICLE FOURTEEN

                          SUBORDINATION OF DEBENTURES

               SECTION 14.01.  The Company covenants and agrees, and each
Debentureholder issued hereunder by his acceptance thereof likewise covenants
and agrees, that all Debentures shall be issued subject to the provisions of
this Article; and each person holding any Debenture, whether upon original
issue or upon transfer, assignment or exchange thereof accepts and agrees that
the Principal of and interest on all Debentures issued hereunder shall, to the
extent and in the manner herein set forth, be subordinated and subject in
right to the prior payment in full of all Senior Indebtedness.

               SECTION 14.02.    No payments on account of principal of,
Change of Control purchase price, or interest on the Debentures shall be made
if at the time of such payment or immediately after giving effect thereto
there shall exist a default in any payment with respect to any Senior
Indebtedness, and such event of default shall not have been cured or waived or
shall not have ceased to exist.  In addition, during the continuance of any
other event of default (other than a payment default) with respect to
Designated Senior Indebtedness pursuant to which the maturity thereof may be
accelerated, from and after the date of receipt by the Trustee of written
notice from the holders of such Designated Senior Indebtedness or from an
agent of such holders, no payments on account of Principal, Change of Control
purchase price, or interest in respect of the Debentures may be made by the
Company for a period ("Payment Blockage Period") commencing on the date of
delivery of such notice and ending 179 days thereafter (unless such Payment
Blockage Period shall be terminated by written notice to the Trustee from the
holders of such Designated Senior Indebtedness or from an agent of such
holders, or such event of default has been cured or waived or has ceased to
exist).  Only one Payment Blockage Period may be commenced with respect to the
Debentures during any period of 360 consecutive days.  No event of default
which existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be or be made the basis for the
commencement of any subsequent Payment Blockage Period by the holders of such
Designated Senior Indebtedness, unless such event of default shall have been
cured or waived for a period of not less than 90 consecutive days.

               Upon any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to creditors
upon any liquidation, dissolution, winding up, receivership, reorganization,
assignment for the benefit of creditors, marshalling of assets and liabilities
or any bankruptcy, insolvency or similar proceedings of the Company, all
amounts due or to become due upon all Senior Indebtedness shall first be paid
in full, in cash or cash equivalents, or payment thereof provided for in
accordance with its terms, before any payment is made on account of the
Principal of, Change of Control purchase price, or interest on the
indebtedness evidenced by the Debentures, and upon any such liquidation,
dissolution, winding up, receivership, reorganization, assignment,
marshalling or proceeding, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities,
to which the Debentureholders or the Trustee under this Indenture would be
entitled, except for the provisions hereof, shall be paid by the Company or
by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Debentureholders or
by the Trustee under this Indenture if received by them or it, directly to
the holders of Senior Indebtedness (pro rata to such holders on the basis
of the respective amounts of Senior Indebtedness held by such holders) or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full
(including, without limitation, except to the extent, if any, prohibited by
mandatory provisions of law, post-petition interest, in any such
proceedings), after giving effect to any concurrent payment or distribution
to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the holders of the indebtedness evidenced by the
Debentures or to the Trustee under this Indenture.

               In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received
by the Trustee under this Indenture or the holders of the Securities before
all Senior Indebtedness is paid in full or provision is made for such payment
in accordance with its terms, such payment or distribution shall be held in
trust for the benefit of and shall be paid over or delivered to the holders of
such Senior Indebtedness or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any of such Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment of all Senior
Indebtedness remaining unpaid until all such Senior Indebtedness shall have
been paid in full in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

               For purposes of this Article, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of arrangement, reorganization or
readjustment, the payment of which is subordinated (at least to the extent
provided in this Article with respect to the Securities) to the payment of all
Senior Indebtedness which may at the time be outstanding; provided, that (i)
the Senior Indebtedness is assumed by the new corporation, if any, resulting
from any such arrangement, reorganization or readjustment, and (ii) the rights
of the holders of the Senior Indebtedness are not, without the consent of such
holders, altered by such arrangement, reorganization or readjustment.  The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided in
Article 10 shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article 10.  Nothing in this Section shall apply
to claims of, or payments to, the Trustee under or pursuant to Article 7,
except as provided therein.  This Section shall be subject to the further
provisions of Section 14.05.

               SECTION 14.03.  Subject to the payment in full of all Senior
Indebtedness, the holders of the Debentures shall be subrogated to the rights
of the holders of Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to the Senior
Indebtedness until the principal of and interest on the Debentures shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the holders of the Debentures or the Trustee on their
behalf would be entitled except for the provisions of this Article, and no
payment over pursuant to the provisions of this Article to the holders of
Senior Indebtedness by holders of the Debentures or the Trustee on their
behalf shall, as between the Company, its creditors other than holders of
Senior Indebtedness and the holders of the Debentures, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness; and no
payments or distributions of cash, property or securities to or for the
benefit of the Debentureholders pursuant to the subrogation provision of this
Article, which would otherwise have been paid to the holders of Senior
Indebtedness shall be deemed to be a payment by the Company to or for the
account of the Debentures.  It is understood that the provisions of this
Article are and are intended solely for the purpose of defining the relative
rights of the holders of the Debentures, on the one hand, and the holders of
the Senior Indebtedness, on the other hand.

               Nothing contained in this Article or elsewhere in this
Indenture or in the Debentures is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
holders of the Debentures, the obligation of the Company, which is absolute
and unconditional, to pay to the holders of the Debentures the principal of
and interest on the Debentures as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the holders of the Debentures and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein
or therein prevent the holder of any Debenture or the Trustee on his behalf
from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

               Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Article
7, and the holders of the Debentures shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which such
liquidation, dissolution, winding up, receivership, reorganization, assignment
or marshalling proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, delivered to the Trustee or to the holders of the
Debentures, for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

               SECTION 14.04.  Each holder of a Debenture by his acceptance
thereof authorizes the Trustee in his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.

               SECTION 14.05.  The Company shall give prompt written notice to
the Trustee and to any paying agent of any fact known to the Company which
would prohibit the making of any payment of moneys to or by the Trustee or any
paying agent in respect of the Debentures pursuant to the provisions of this
Article.  Regardless of anything to the contrary contained in this Article or
elsewhere in this Indenture, the Trustee shall not be charged with knowledge
of the existence of any Senior Indebtedness or of any default or event of
default with respect to any Senior Indebtedness or of any other facts which
would prohibit the making of any payment of moneys to or by the Trustee,
unless and until the Trustee shall have received notice in writing at its
principal Corporate Trust Office to that effect signed by an officer of the
Company, or by a holder or agent of a holder of Senior Indebtedness who shall
have been certified by the Company or otherwise established to the reasonable
satisfaction of the Trustee to be such holder or agent, or by the trustee
under any indenture pursuant to which Senior Indebtedness shall be
outstanding, and, prior to the receipt of any such written notice, the Trustee
shall, subject to the provisions of Article 7, be entitled to assume that no
such facts exist; provided that if on a date at least three Business days
prior to the date upon which by the terms hereof any such moneys shall become
payable for any purpose (including, without limitation, the payment of the
principal of, or interest on any Debenture) the Trustee shall not have
received with respect to such moneys the notice provided for in this Section,
then, regardless of anything herein to the contrary, the Trustee shall have
full power and authority to receive such moneys and to apply the same to the
purpose for which they were received, and shall not be affected by any notice
to the contrary which may be received by it on or after such prior date.

               Regardless of anything to the contrary herein, nothing shall
prevent (a) any payment by the Company or the Trustee to the Debentureholders
of amounts in connection with a redemption of Debentures if (i) notice of such
redemption has been given pursuant to Article 3 prior to the receipt by the
Trustee of written notice as aforesaid, and (ii) such notice of redemption is
given not earlier than 60 days before the redemption date, or (b) any payment
by the Trustee to the Debentureholders of amounts deposited with it pursuant
to Article 11.

               The Trustee shall be entitled to rely on the delivery to it of
a written notice by a person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of Senior Indebtedness or a trustee on
behalf of any such holder.  In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any
person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such person, the extent to which such
person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such person under this Article, and if
such evidence is not furnished the Trustee may defer any payment to such
person pending judicial determination as to the right of such person to
receive such payment.

               SECTION 14.06.  The Trustee and any agent of the Company or the
Trustee shall be entitled to all the rights set forth in this Article with
respect to any Senior Indebtedness which may at any time be held by it in its
individual or any other capacity to the same extent as any other holder of
Senior Indebtedness and nothing in this Indenture shall deprive the Trustee or
any such agent, of any of its rights as such holder.  Nothing in this Article
shall apply to claims of, or payments to, the Trustee under or pursuant to
Article 7.

               With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee.  The Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Indebtedness and, subject to
the provisions of Article 7, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to holders of Debentures,
the Company or any other person moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise.

               SECTION 14.07.  No right of any present or future holder of any
Senior Indebtedness to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof which any
such holder may have or otherwise be charged with.

               ___________________________________, as Trustee, hereby accepts
the trust 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.


                                       THE AES CORPORATION


                                       By ______________________________
                                          Name:
                                          Title:



Attest:


By ________________________
   Name:
   Title:



                                       ______________________________
                                       ____________


                                       By ___________________________
                                          Name:
                                          Title:

Attest:


By ______________________
   Name:
   Title:



STATE OF NEW YORK    )
                     ) ss.:
COUNTY OF NEW YORK   )


               On __________, _____ before me, ____________________, Notary
Public, personally appeared ______________________ and

/ / personally known to me  -OR -

/ / proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.

               Witness my hand and official seal.


_____________________________
    Signature of Notary

CAPACITY CLAIMED BY SIGNER

/  /        INDIVIDUAL(S) _______    ______________

/  /        CORPORATE OFFICER(S)

/  /        PARTNER(S)

/  /        ATTORNEY-IN-FACT

/  /        TRUSTEE(S)

/  /        GUARDIAN/CONSERVATOR

/  /        OTHER:

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)


THE AES CORPORATION




STATE OF NEW YORK    )
                     ) ss.:
COUNTY OF NEW YORK   )


               On _________, _____ before me, __________________, Notary
Public, personally appeared ___________________ and

/ /  personally known to me - OR -

/ /  proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.

               Witness my hand and official seal.


_____________________________
     Signature of Notary

CAPACITY CLAIMED BY SIGNER

/  /        INDIVIDUAL(S) _________________________

/  /        CORPORATE OFFICER(S)

/  /        TRUST OFFICER

/  /        ATTORNEY-IN-FACT

/  /        TRUSTEE(S)

/  /        GUARDIAN/CONSERVATOR

/  /        OTHER:

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)


THE FIRST NATIONAL BANK OF CHICAGO
