EXHIBIT 4(f)
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of January 23, 1997, is among Central
Power and Light Company, a Texas corporation, as "Depositor," The Bank of New
York, a New York banking corporation, The Bank of New York (Delaware), a
Delaware corporation, and Wendy G. Hargus, not in their individual capacities,
but solely as Trustees. The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "CPL Capital I," in
which name the Trustees, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make
and execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over
to the Trustees the sum of $10. The Trustees hereby
acknowledge receipt of such amount in trust from the
Depositor, which amount shall constitute the initial trust
estate.
The Trustees hereby declare that they will hold the trust
estate in trust for the Depositor. It is the intention of the
parties hereto that the Trust created hereby constitute a
business trust under Chapter 28 of Title 12 of the Delaware
Code, 12 Del. Css.3801 et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the
Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware
Secretary of State in accordance with the provisions of the
Business Trust Act.
3. The Depositor and the Trustees will enter into an amended and
restated Trus Agreement, satisfactory to each such party and
substantially in the form to be included as an Exhibit to the
1933 Act Registration Statement (as defined below), to provide
for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or
with respect to the trust estate, except as otherwise required
by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or
approvals required by applicable law or otherwise.
4. The Depositor, as the sponsor of the Trust, shall have the
exclusive right and responsibility to engage in the following
activities: (i) to file with the Securities and Exchange
Commission (the "Commission") and execute, in each case on
behalf of the Trust, (a) the Registration Statement on Form
S-3 (including the prospectus and the exhibits contained
therein) (the "1933 Act Registration Statement"), including
any pre-effective or post-effective amendments to such
1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust and certain other securities and (b) a
Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including any pre-effective and post-effective
amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with
the New York Stock Exchange, any other national stock exchange
or interdealer quotation system (collectively, the "Exchange")
and execute on behalf of the Trust listing applications and
all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to
cause the Preferred Securities to be listed on the Exchange;
(iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or
"Blue Sky" laws of such jurisdictions as the Depositor, on
behalf of the Trust, may deem necessary or desirable and (iv)
to execute on behalf of the Trust that certain Underwriting
Agreement relating to the Preferred Securities, among the
Trust, the Depositor and the several Underwriters named
therein, substantially in the form to be included as an
Exhibit to the 1933 Act Registration Statement. In the event
that any of the filings referred to in clauses (i), (ii) and
(iii) above is required by the rules and regulations of the
Commission, the Exchange or state securities or blue sky laws,
to be executed on behalf of the Trust by any of the Trustees,
Wendy G. Hargus, in her capacity as Trustee of the Trust, is
hereby authorized and directed to join in any such filing and
to execute on behalf of the Trust any and all of the
foregoing.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three and thereafte
the number of Trustees shall be such number as shall be fixed
from time to time by a written instrument signed by the
Depositor which may increase or decrease the number of
Trustees, provided, however, that to the extent required by
the Business Trust Act, one Trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a
natural person, an entity which has its principal place of
business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the
foregoing, the
Depositor is entitled to appoint or remove without cause any
Trustee at any time. The Trustees may resign upon thirty days
prior notice to the Depositor.
7. This Trust Agreement shall be governed by, and be construed in
accordance with, the laws of the State of Delaware (without
regard to conflict of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.
CENTRAL POWER AND LIGHT COMPANY,
as Depositor
By /s/ Wendy G. Hargus
Name: Wendy G. Hargus
Title: Treasurer
THE BANK OF NEW YORK,
not in its individual capacity
but solely as Trustee
By /s/ Remo J. Reale
Name: Remo J. Reale
Title: Assistant Vice President
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely as Trustee
By /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
/s/ Wendy G. Hargus
Wendy G. Hargus, not in her individual
capacity but solely as Trustee
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