OHIO POWER CO, S-3, 1995-10-03

OHIO POWER CO
S-3, 1995-10-03
ELECTRIC SERVICES

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<PAGE> Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

Ohio Power Company
(Exact name of registrant as specified in its charter)

Ohio 31-4271000
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

301 Cleveland Avenue S.W.
Canton, Ohio 44702
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 216-456-8173

G. P. MALONEY, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
(Name and address of agent for service)

It is respectfully requested that the Commission send copies
of all notices, orders and communications to:

Simpson Thacher & Bartlett Dewey Ballantine
425 Lexington Avenue 1301 Avenue of the Americas
New York, NY 10017-3909 New York, NY 10019-6092
Attention: James M. Cotter Attention: E. N. Ellis, IV

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the
Registration Statement.

If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [ ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Proposed
Each Class Maximum Proposed
of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered Unit* Price* Fee

Junior
Subordinated
Debentures $85,000,000 100% $85,000,000 $29,311

*Estimated solely for purpose of calculating the registration
fee.

The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

SUBJECT TO COMPLETION, DATED OCTOBER 3, 1995

PROSPECTUS
$85,000,000<PAGE>

OHIO POWER COMPANY

______% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
SERIES A, DUE 2025

The Junior Subordinated Deferrable Interest Debentures,
Series A, Due 2025, will mature on September 30, 2025 (the "New
Junior Subordinated Debentures"). Interest on the New Junior
Subordinated Debentures is payable quarterly, in arrears, on each
March 31, June 30, September 30 and December 31, commencing
December 31, 1995. The New Junior Subordinated Debentures will
be redeemable at 100% of the principal amount redeemed plus
accrued interest to the redemption date at the option of the
Company in whole or in part on or after __________, 2000. The
New Junior Subordinated Debentures will be represented by a
global debenture registered in the name of a nominee of The
Depository Trust Company, as Depository, and will be available
for purchase in denominations of $25 and any integral multiple
thereof. See "Description of New Junior Subordinated Debentures"
herein.

Application will be made to have the New Junior Subordinated
Debentures listed on the New York Stock Exchange.

SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN INFORMATION
RELEVANT TO AN INVESTMENT IN THE NEW JUNIOR SUBORDINATED
DEBENTURES, INCLUDING THE PERIODS AND CIRCUMSTANCES DURING AND
UNDER WHICH PAYMENT OF INTEREST ON THE NEW JUNIOR SUBORDINATED
DEBENTURES MAY BE DEFERRED AND THE RELATED FEDERAL INCOME TAX
CONSEQUENCES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Initial Public Underwriting Proceeds to
Offering Price(1) Discount(2)(4) Company(3)(4)

Per New Junior
Subordinated
Debenture . . . . % % %

Total . . . . . . . $ $ $

(1) Plus accrued interest, if any, from the date of original
issuance.

(2) The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended. See "Underwriting" herein.

(3) Before deducting expenses payable by the Company, estimated at
$197,311.

(4) The Underwriting Discount will be % of the principal amount
of the New Junior Subordinated Debentures sold to certain
institutions. Therefore, to the extent any such sales are made
to such institutions, the actual total Underwriting Discount
will be less than, and the actual total Proceeds to Company will
be greater than, the amounts shown in the table above.

The New Junior Subordinated Debentures are offered severally
by the Underwriters, subject to prior sale, when, as and if
issued and accepted by them, subject to approval of certain legal
matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in
part. It is expected that delivery of the New Junior
Subordinated Debentures will be made in New York, New York, on or
about ____________, 1995.

Merrill Lynch & Co.

Dean Witter Reynolds Inc.

Lehman Brothers

PaineWebber Incorporated

Prudential Securities Incorporated

The date of this Prospectus is ____________, 1995.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE NEW JUNIOR SUBORDINATED DEBENTURES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OPEN
MARKET, ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

No dealer, salesperson or other person has been authorized
to give any information or to make any representation not
contained in this Prospectus in connection with the offer made by
this Prospectus, and, if given or made, such information or
represen-tation must not be relied upon as having been authorized
by the Company or any underwriter, agent or dealer. This
Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, by any underwriter, agent or
dealer in any jurisdiction in which it is unlawful for such
underwriter, agent or dealer to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any
sale made thereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or thereof.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and
other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, IL 60661; and 7 World
Trade Center, 13th Floor, New York, NY 10048. Copies of such
material can be obtained from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Certain of the Company's securities are listed on the New
York Stock Exchange, Inc., where reports and other information
concerning the Company may also be inspected.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by the Company with the SEC
are incorporated in this Prospectus by reference:

-- The Company's Annual Report on Form 10-K, as amended,
for the year ended December 31, 1994; and

-- The Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1995 and June 30, 1995.

All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering
made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.

Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written
or oral request of any such person, a copy of any or all of the
documents described above which have been incorporated by
reference in this Prospectus, other than exhibits to such
documents. Written requests for copies of such documents should
be addressed to Mr. G. C. Dean, American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215 (telephone
number: 614-223-1000). The information relating to the Company
contained in this Prospectus relating hereto does not purport to
be comprehensive and should be read together with the information
contained in the documents incorporated by reference.

TABLE OF CONTENTS
Page

Available Information . . . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference . . . . . . . . . . . . . 2
Table of Contents . . . . . . . . . . . . . . . . . . . . . . 3
Investment Considerations . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 5
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . 5
Description of New Junior Subordinated Debentures . . . . . . 5
Certain United States Federal Income Tax Consequences . . . . 16
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . 19
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . 20

INVESTMENT CONSIDERATIONS

Prospective purchasers of New Junior Subordinated Debentures
should carefully review the information contained elsewhere in
this Prospectus and should particularly consider the following
matters:

Subordination of New Junior Subordinated Debentures

Payment of the principal of, premium, if any, and interest
on the New Junior Subordinated Debentures is subordinated and
subject in right of payment to the prior payment in full of all
Senior Indebtedness of the Company. As of June 30, 1995,
outstanding Senior Indebtedness of the Company aggregated
approximately $1,276,916,000. There are no terms in the New
Junior Subordinated Debentures that limit the Company's ability
to incur additional indebtedness, including indebtedness that
ranks senior to the New Junior Subordinated Debentures. See
"Description of New Junior Subordinated Debentures--
Subordination" herein.

Option to Extend Interest Payment Period

The Company has the right under the Indenture to extend the
interest payment period from time to time on the New Junior
Subordinated Debentures to a period not exceeding 20 consecutive
quarters, and as a consequence, quarterly interest payments on
the New Junior Subordinated Debentures would be deferred (but
would continue to accrue with interest thereon compounded
quarterly to the extent permitted by law) during any such
extended interest payment period. In the event that the Company
exercises this right, the Company may not declare or pay
dividends on, or purchase, acquire, or make a liquidation payment
with respect to, any of its capital stock, or make any guarantee
payments with respect to the foregoing. Therefore, the Company
believes that the extension of an interest payment period on the
New Junior Subordinated Debentures is unlikely. Prior to the
termination of any such extension period, the Company may further
extend the interest payment period, provided that such extension
period, together with all such previous and further extensions
thereof, may not exceed 20 consecutive quarters or extend beyond
the maturity of the New Junior Subordinated Debentures. Upon the
termination of any extension period and the payment of all
accrued and unpaid interest then due, the Company may select a
new extension period, subject to the above requirements. See
"Description of Junior Subordinated Debentures--Option to Extend
Interest Payment Period" herein.

Should an extended interest payment period occur, holders of
the New Junior Subordinated Debentures will continue to accrue
income (as original issue discount - OID) for United States
federal income tax purposes even though interest is not being
paid on a current basis. As a result, a holder will include such
interest in gross income for United States federal income tax
purposes in advance of the receipt of cash, and will not receive
the cash from the Company related to such income if a holder
disposes of New Junior Subordinated Debentures prior to the
record date for payment of interest. See "Certain United States
Federal Income Tax Consequences--Original Issue Discount, Market
Discount and Acquisition Premium" herein.

Certain Trading Characteristics of the New Junior Subordinated
Debentures

The New Junior Subordinated Debentures are expected to trade
as equity securities on the New York Stock Exchange.
Consequently, purchasers will not pay and sellers will not
receive any accrued and unpaid interest on the New Junior
Subordinated Debentures that is not included in the trading
price. For certain tax consequences with respect to such sales,
see "Certain United States Federal Income Tax Consequences--Sale,
Exchange and Retirement of New Junior Subordinated Debentures"
herein.

THE COMPANY

The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
662,000 customers in the northwestern, east central, eastern and
southern sections of Ohio, and in supplying electric power at
wholesale to other electric utility companies and municipalities.
Its principal executive offices are located at 301 Cleveland
Avenue, S.W., Canton, Ohio 44702 (telephone
number: 216-456-8173). The Company is a subsidiary of American
Electric Power Company, Inc. ("AEP") and is a part of the
American Electric Power integrated utility system (the "AEP
System"). The executive offices of AEP are located at 1
Riverside Plaza, Columbus, Ohio 43215 (telephone
number: 614-223-1000).

USE OF PROCEEDS

The Company proposes to use the net proceeds from the sale
of the New Junior Subordinated Debentures to refund cumulative
preferred stock. The Company's Cumulative Preferred Stock, 7.60%
Series, par value $100 per share (350,000 shares outstanding) may
be redeemed at their regular redemption price of $102.26 per
share. The Company's Cumulative Preferred Stock, 7-6/10% Series,
par value $100 per share (350,000 shares outstanding) may be
redeemed at their regular redemption price of $102.11 per share.
The Company's Cumulative Preferred Stock, 8.04% Series, par value
$100 per share (150,000 shares outstanding) may be redeemed at
their regular redemption price of $102.58 per share.

RATIO OF EARNINGS TO FIXED CHARGES

Below is set forth the ratio of earnings to fixed charges
for each of the twelve month periods ended December 31, 1990
through 1994 and June 30, 1995:

Twelve Months Ended Ratio

December 31, 1990 . . . . . . . . . . . . . . . . . 2.98
December 31, 1991 . . . . . . . . . . . . . . . . . 2.86
December 31, 1992 . . . . . . . . . . . . . . . . . 2.71
December 31, 1993 . . . . . . . . . . . . . . . . . 3.14
December 31, 1994 . . . . . . . . . . . . . . . . . 3.28
June 30, 1995 . . . . . . . . . . . . . . . . . . . 2.99

DESCRIPTION OF NEW JUNIOR SUBORDINATED DEBENTURES

The New Junior Subordinated Debentures will be issued as a
series of Junior Subordinated Debentures under an Indenture to be
entered into between the Company and The First National Bank of
Chicago, as Trustee (the "Trustee"), as supplemented by a
Supplemental Indenture (collectively, the "Indenture"). The
following summary does not purport to be complete and is subject
in all respects to the provisions of, and is qualified in its
entirety by reference to, the forms of Indenture and Supplemental
Indenture, which are filed as exhibits to the Registration
Statement of which this Prospectus forms a part. Whenever
particular provisions or defined terms in the Indenture are
referred to herein, such provisions or defined terms are
incorporated by reference herein. Section and Article references
used herein are references to provisions of the Indenture unless
otherwise noted.

General

The New Junior Subordinated Debentures will be unsecured,
subordinated obligations of the Company. The Indenture does not
limit the aggregate principal amount of Junior Subordinated
Debentures that may be issued thereunder and provides that the
Junior Subordinated Debentures may be issued thereunder from time
to time in one or more series.

The Indenture does not contain any provisions that afford
holders of New Junior Subordinated Debentures protection in the
event of a highly leveraged transaction involving the Company.

Principal Amount, Interest and Maturity

The New Junior Subordinated Debentures will be limited in
aggregate principal amount to $85,000,000.

The New Junior Subordinated Debentures will mature September
30, 2025 and will bear interest at the rate per annum shown in
the title thereof from the date on which the New Junior
Subordinated Debentures are originally issued until the principal
amount thereof becomes due and payable. Interest will be payable
quarterly, in arrears, on each March 31, June 30, September 30
and December 31, commencing December 31, 1995. Interest (other
than interest payable on redemption or maturity) will be payable
to the persons in whose names the New Junior Subordinated
Debentures are registered at the close of business on the
relevant regular record dates, which will be one Business Day (as
hereinafter defined) prior to the relevant payment dates, except
that if the New Junior Subordinated Debentures are no longer
represented by a global debenture, the regular record date for
such interest installment shall be the close of business on March
15, June 15, September 15 or December 15 (regardless of whether
it is a Business Day) next preceding an interest payment date.
Interest payable on redemption or maturity will be payable to the
person to whom the principal is paid. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on the New
Junior Subordinated Debentures is not a Business Day, then
payment of the interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if
made on such date. A "Business Day" shall mean 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 to close.

Redemption

The New Junior Subordinated Debentures will be redeemable at
the option of the Company, in whole or in part, at any time on or
after __________, 2000, upon not less than 30 nor more than 60
days' notice, at 100% of the principal amount redeemed together
with accrued and unpaid interest to the redemption date.

Option to Extend Interest Payment Period

The Company shall have the right at any time during the term
of the New Junior Subordinated Debentures from time to time to
extend the interest payment period of the New Junior Subordinated
Debentures for up to 20 consecutive quarters (the "Extension
Period"), at the end of which Extension Period the Company shall
pay all interest accrued and unpaid thereon (together with
interest thereon compounded quarterly at the rate specified for
the New Junior Subordinated Debentures to the extent permitted by
applicable law); provided that during any such Extension Period,
the Company shall not declare or pay any dividend on, or
purchase, acquire or make a liquidation payment with respect to,
any of its capital stock or make any guarantee payments with
respect to the foregoing. Prior to the termination of any such
Extension Period, the Company may further extend the interest
payment period, provided that such Extension Period together with
all such previous and further extensions thereof, may not exceed
20 consecutive quarters or extend beyond the maturity of the New
Junior Subordinated Debentures. Upon the termination of any
Extension Period and the payment of all accrued and unpaid
interest then due, the Company may select a new Extension Period,
subject to the above requirements. No interest shall be due and
payable during an Extension Period, except at the end thereof.
The Company shall give the holders of the New Junior Subordinated
Debentures notice of its selection of such Extension Period at
least 10 Business Days prior to the earlier of (i) the next
interest payment date or (ii) the date the Company is required to
give notice to holders of the New Junior Subordinated Debentures
(or, if applicable, to the New York Stock Exchange or other
applicable self-regulatory organization) of the record or payment
date of such interest payment, but in any event not less than two
Business Days prior to such record date.

Subordination

The Indenture provides that payment of the principal of,
premium, if any, and interest on Junior Subordinated Debentures
is subordinated and subject in right of payment to the prior
payment in full of all Senior Indebtedness (as defined below) of
the Company as provided in the Indenture. No payment of
principal of (including redemption and sinking fund payments),
premium, if any, or interest on, Junior Subordinated Debentures
may be made if payment of principal, premium, interest or any
other payment on any Senior Indebtedness is not made when due,
any applicable grace period with respect to such default has
ended and such default has not been cured or waived or ceased to
exist, or if the maturity of any Senior Indebtedness has been
accelerated because of a default. Upon any distribution of
assets of the Company to creditors upon any dissolution, winding
up, liquidation or reorganization, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other
proceedings, all principal of, premium, if any, and interest due
or to become due on, all Senior Indebtedness must be paid in full
before any payment is made on Junior Subordinated Debentures.
Subject to the payment in full of all Senior Indebtedness, the
rights of the holders of Junior Subordinated Debentures will be
subrogated to the rights of the holders of Senior Indebtedness to
receive payments or distributions applicable to Senior
Indebtedness until all amounts owing on Junior Subordinated
Debentures are paid in full. (Sections 14.01 to 14.04).

The term "Senior Indebtedness" shall mean the principal of,
premium, if any, interest on and any other payment due pursuant
to any of the following, whether outstanding at the date of
execution of the Indenture or thereafter incurred, created or
assumed:

(a) all indebtedness of the Company evidenced by
notes, debentures, bonds or other securities sold by the
Company for money or other obligations for money borrowed;

(b) all indebtedness of others of the kinds described
in the preceding clause (a) assumed by or guaranteed in any
manner by the Company or in effect guaranteed by the
Company; and

(c) all installment purchase agreements entered into
by the Company in connection with revenue bonds issued by an
agency or political subdivision of a state of the United
States of America;

(d) all renewals, extensions or refundings of
indebtedness of the kinds described in either of the
preceding clauses (a), (b) and (c);

unless, in the case of any particular indebtedness, renewal,
extension or refunding, the instrument creating or evidencing the
same or the assumption or guarantee of the same expressly
provides that such indebtedness, renewal, extension or refunding
is not superior in right of payment to or is pari passu with
Junior Subordinated Debentures. Such Senior Indebtedness shall
continue to be Senior Indebtedness and entitled to the benefits
of the subordination provisions irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness.
(Sections 1.01 and 14.08).

The Indenture does not limit the aggregate amount of Senior
Indebtedness that may be issued. As of June 30, 1995, Senior
Indebtedness of the Company aggregated approximately
$1,276,916,000.

Covenant of the Company

The Company will not declare or pay any dividend on, or
purchase, acquire or make a distribution or liquidation payment
with respect to, any of its capital stock or make any guarantee
payments with respect thereto, if at such time (i) an Event of
Default under the Indenture has occurred and is continuing or
(ii) the Company has given notice of its selection of an
Extension Period and such period, or any extension thereof, is
continuing.

Form, Exchange, Registration and Transfer

The New Junior Subordinated Debentures initially will be
issued in registered form and will be represented by a global
debenture (the "Global Debenture"). See "Book-Entry Debentures"
herein. If not represented by one or more global debentures, New
Junior Subordinated Debentures may be presented for registration
of transfer (with the form of transfer endorsed thereon duly
executed) or exchange, at the office of the Debenture Registrar,
without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such
transfer or exchange will be effected upon the Company or the
Debenture Registrar being satisfied with the documents of title
and identity of the person making the request. The Company has
appointed the Trustee as Debenture Registrar with respect to New
Junior Subordinated Debentures. (Section 2.05).

The Company shall not be required to (i) issue, register the
transfer of or exchange any New Junior Subordinated Debenture
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 New Junior Subordinated Debentures and
ending at the close of business on the day of such mailing or
(ii) register the transfer of or exchange any New Junior
Subordinated Debentures or portions thereof called for
redemption. (Section 2.05).

Payment and Paying Agents

Payment of principal of and premium (if any) on any New
Junior Subordinated Debenture will be made only against surrender
to the Paying Agent of such New Junior Subordinated Debenture.
Principal of and any premium and interest on New Junior
Subordinated Debentures will be payable at the office of such
Paying Agent or Paying Agents as the Company may designate from
time to time, except that at the option of the Company payment of
any interest may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the
Debenture Register with respect to such New Junior Subordinated
Debentures. See "Principal Amount, Interest and Maturity"
herein.

The Trustee will act as Paying Agent with respect to New
Junior Subordinated Debentures. The Company may at any time
designate additional Paying Agents or rescind the designation of
any Paying Agents or approve a change in the office through which
any Paying Agent acts. (Sections 4.02 and 4.03).

All moneys paid by the Company to a Paying Agent for the
payment of the principal of or premium or interest, if any, on
any New Junior Subordinated Debenture that remain unclaimed at
the end of two years after such principal, premium, if any, or
interest shall have become due and payable, subject to applicable
law, will be repaid to the Company and the holder of such New
Junior Subordinated Debenture will thereafter look only to the
Company for payment thereof. (Section 11.04).

Book-Entry Debentures

Except under the circumstances described below, the New
Junior Subordinated Debentures will be issued in whole or in part
in the form of a Global Debenture that will be deposited with, or
on behalf of, The Depository Trust Company, New York, New York
("DTC"), or such other depository as may be subsequently
designated (the "Depository"), and registered in the name of a
nominee of the Depository.

Book-Entry Debentures represented by a Global Debenture will
not be exchangeable for Certificated Debentures and, except under
the circumstances described below, will not otherwise be issuable
as Certificated Debentures.

So long as the Depository, or its nominee, is the registered
owner of a Global Debenture, such Depository or such nominee, as
the case may be, will be considered the sole owner of the
individual Book-Entry Debentures represented by such Global
Debenture for all purposes under the Indenture. Payments of
principal of and premium, if any, and any interest on individual
Book-Entry Debentures represented by a Global Debenture will be
made to the Depository or its nominee, as the case may be, as the
Owner of such Global Debenture. Except as set forth below,
owners of beneficial interests in a Global Debenture will not be
entitled to have any of the individual Book-Entry Debentures
represented by such Global Debenture registered in their names,
will not receive or be entitled to receive physical delivery of
any such Book-Entry Debentures and will not be considered the
Owners thereof under the Indenture, including, without
limitation, for purposes of consenting to any amendment thereof
or supplement thereto.

If the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not
appointed, the Company will issue individual Certificated
Debentures in exchange for the Global Debenture representing the
corresponding Book-Entry Debentures. In addition, the Company
may at any time and in its sole discretion determine not to have
any New Junior Subordinated Debentures represented by the Global
Debenture and, in such event, will issue individual Certificated
Debentures in exchange for the Global Debenture representing the
corresponding Book-Entry Debentures. In any such instance, an
owner of a Book-Entry Debenture represented by a Global Debenture
will be entitled to physical delivery of individual Certificated
Debentures equal in principal amount to such Book-Entry Debenture
and to have such Certificated Debentures registered in his or her
name. Individual Certificated Debentures so issued will be
issued as registered Debentures in denomination of $25 and
integral multiples thereof.

DTC has confirmed to the Company and the Underwriters the
following information:

1. DTC will act as securities depository for the
Global Debenture. The New Junior Subordinated Debentures
will be issued as fully-registered securities registered in
the name of Cede & Co. (DTC's partnership nominee). One
fully-registered Global Debenture will be issued for the
series of New Junior Subordinated Debentures, in the
aggregate principal amount of such series, and will be
deposited with DTC.

2. DTC is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of
the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of
Section 17A of the 1934 Act. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the
need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain
other organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association
of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and
dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants").
The Rules applicable to DTC and its Participants are on file
with the Securities and Exchange Commission.

3. Purchases of New Junior Subordinated Debentures
under the DTC system must be made by or through Direct
Participants, which will receive a credit for the New Junior
Subordinated Debentures on DTC's records. The ownership
interest of each actual purchaser of each New Junior
Subordinated Debenture ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from
DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the
transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the New Junior
Subordinated Debentures are to be accomplished by entries
made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in New
Junior Subordinated Debentures, except in the event that use
of the book-entry system for the New Junior Subordinated
Debentures is discontinued.

4. To facilitate subsequent transfers, all New Junior
Subordinated Debentures deposited by Participants with DTC
are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of New Junior Subordinated
Debentures with DTC and their registration in the name of
Cede & Co. effect no change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the New
Junior Subordinated Debentures; DTC's records reflect only
the identity of the Direct Participants to whose accounts
such New Junior Subordinated Debentures are credited, which
may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their
holdings on behalf of their customers.

5. Conveyance of notices and other communications by
DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to
time.

6. Redemption notices shall be sent to Cede & Co. If
less than all of the New Junior Subordinated Debentures are
being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such
issue to be redeemed.

7. Neither DTC nor Cede & Co. will consent or vote
with respect to the New Junior Subordinated Debentures.
Under its usual procedures, DTC mails an Omnibus Proxy to
the Company as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the
New Junior Subordinated Debentures are credited on the
record date (identified in a listing attached to the Omnibus
Proxy).

8. Principal and interest payments on the New Junior
Subordinated Debentures will be made to DTC. DTC's practice
is to credit Direct Participants' accounts on the date on
which interest is payable in accordance with their
respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on such
date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices,
as is the case with securities held for the accounts of
customers in bearer form or registered in "street name", and
will be the responsibility of such Participant and not of
DTC, the Underwriters or the Company, subject to any
statutory or regulatory requirements as may be in effect
from time to time. Payment of principal and interest to DTC
is the responsibility of the Company or the Trustee,
disbursement of such payments to Direct Participants shall
be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.

9. DTC may discontinue providing its services as
securities depository with respect to the New Junior
Subordinated Debentures at any time by giving reasonable
notice to the Company and the Trustee. Under such
circumstances, in the event that a successor securities
depository is not obtained, Certificated Debentures are
required to be printed and delivered.

10. The Company may decide to discontinue use of the
system of book-entry transfers through DTC (or a successor
securities depository). In that event, Certificated
Debentures will be printed and delivered.

The information in this section concerning DTC and DTC's book-
entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility
for the accuracy thereof.

None of the Company, the Trustee or any agent for payment on or
registration of transfer or exchange of any Global Debenture will
have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial
interests in such Global Debenture or for maintaining,
supervising or reviewing any records relating to such beneficial
interests.

Modification of the Indenture

The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority in principal amount of Junior Subordinated Debentures of
each series that are affected by the modification, to modify the
Indenture or any supplemental indenture affecting that series or
the rights of the holders of that series of Junior Subordinated
Debentures; provided, that no such modification may, without the
consent of the holder of each outstanding Junior Subordinated
Debenture affected thereby, (i) extend the fixed maturity of any
Junior Subordinated 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 or (ii) reduce the percentage of
Junior Subordinated Debentures, the holders of which are required
to consent to any such supplemental indenture. (Section 9.02).

In addition, the Company and the Trustee may execute,
without the consent of any holder of Junior Subordinated
Debentures, any supplemental indenture for certain other usual
purposes including the creation of any new series of Junior
Subordinated Debentures. (Sections 2.01, 9.01 and 10.01).

Events of Default

The Indenture provides that any one or more of the following
described events, which has occurred and is continuing,
constitutes an "Event of Default" with respect to each series of
Junior Subordinated Debentures:

(a) failure for 10 days to pay interest on Junior
Subordinated Debentures of that series when due; provided
that a valid extension of the interest payment period by the
Company shall not constitute a default in the payment of
interest for this purpose; or

(b) failure to pay principal or premium, if any, on
Junior Subordinated Debentures of that series when due
whether at maturity, upon redemption, by declaration or
otherwise, or to make payment required by any sinking or
analogous fund with respect to that series; or

(c) failure by the Company to observe or perform any
other covenant (other than those specifically relating to
another series) contained in the Indenture for 90 days after
written notice to the Company from the Trustee or the
holders of at least 25% in principal amount of the
outstanding Junior Subordinated Debentures of that series;
or

(d) certain events involving bankruptcy, insolvency or
reorganization of the Company. (Section 6.01).

The Trustee or the holders of not less than 25% in aggregate
outstanding principal amount of any particular series of Junior
Subordinated Debentures may declare the principal due and payable
immediately upon an Event of Default with respect to such series,
but the holders of a majority in aggregate outstanding principal
amount of such series may annul such declaration and waive the
default with respect to such series if the default has been cured
and a sum sufficient to pay all matured installments of interest
and principal otherwise than by acceleration and any premium has
been deposited with the Trustee. (Sections 6.01 and 6.06).

The holders of a majority in aggregate outstanding principal
amount of any series of Junior Subordinated Debentures have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee for that
series. (Section 6.06). Subject to the provisions of the
Indenture relating to the duties of the Trustee in case an Event
of Default shall occur and be continuing, the Trustee will be
under no obligation to exercise any of its rights or powers under
the Indenture at the request or direction of any of the holders
of the Junior Subordinated Debentures, unless such holders shall
have offered to the Trustee indemnity satisfactory to it.
(Section 7.02).

The holders of a majority in aggregate outstanding principal
amount of any series of Junior Subordinated Debentures affected
thereby may, on behalf of the holders of all Junior Subordinated
Debentures of such series, waive any past default, except a
default in the payment of principal, premium, if any, or interest
when due otherwise than by acceleration (unless such default has
been cured and a sum sufficient to pay all matured installments
of interest and principal otherwise than by acceleration and any
premium has been deposited with the Trustee) or a call for
redemption of Junior Subordinated Debentures of such series.
(Section 6.06). The Company is required to file annually with
the Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants under the
Indenture. (Section 5.03(d)).

Consolidation, Merger and Sale

The Indenture does not contain any covenant that restricts
the Company's ability to merge or consolidate with or into any
other corporation, sell or convey all or substantially all of its
assets to any person, firm or corporation or otherwise engage in
restructuring transactions, provided that the successor
corporation assumes due and punctual payment of principal or
premium, if any, and interest on the Junior Subordinated
Debentures. (Section 10.01).

Defeasance and Discharge

Under the terms of the Indenture, the Company will be
discharged from any and all obligations in respect of the New
Junior Subordinated Debentures (except in each case for certain
obligations to register the transfer or exchange of New Junior
Subordinated Debentures, replace stolen, lost or mutilated New
Junior Subordinated Debentures, maintain paying agencies and hold
moneys for payment in trust) if the Company deposits with the
Trustee, in trust, moneys or Governmental Obligations (as defined
in the Indenture), or a combination thereof, in an amount
sufficient to pay all the principal of, and interest on, New
Junior Subordinated Debentures of such series on the dates such
payments are due in accordance with the terms of the New Junior
Subordinated Debentures. Such defeasance or discharge may occur
only if, among other things, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the holders of
the New Junior Subordinated Debentures will not recognize gain,
loss or income for federal income tax purposes as a result of the
satisfaction and discharge of the Indenture with respect to such
series and such holders will be subject to federal income
taxation on the same amounts and in the same manner and at the
same times as if such satisfaction and discharge had not
occurred. (Section 11.01).

Governing Law

The Indenture and New Junior Subordinated Debentures will be
governed by, and construed in accordance with, the laws of the
State of New York. (Section 13.05).

Concerning the Trustee

AEP System companies, including the Company, utilize or may
utilize some of the banking services offered by The First
National Bank of Chicago in the normal course of their
businesses. Among such services are the making of short-term
loans, generally at rates related to the prime commercial
interest rate.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following summary describes certain United States
federal income tax consequences of the ownership of New Junior
Subordinated Debentures as of the date hereof and represents the
opinion of Simpson Thacher & Bartlett, counsel to the Company,
insofar as it relates to matters of law or legal conclusions.
Except where noted, it deals only with New Junior Subordinated
Debentures held by initial purchasers who have purchased New
Junior Subordinated Debentures at the initial offering price
thereof and who hold such New Junior Subordinated Debentures as
capital assets and does not deal with special situations, such as
those of dealers in securities or currencies, financial
institutions, life insurance companies, persons holding New
Junior Subordinated Debentures as a part of a hedging or
conversion transaction or a straddle, United States Holders (as
defined below) whose "functional currency" is not the U.S.
dollar, or Non-United States Holders (as defined below) who own
(actually or constructively) ten percent or more of the combined
voting power of all classes of voting stock of the Company, who
are present in the United States or who have any other special
status with respect to the United States. Furthermore, the
discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the "Code") and regulations,
rulings and judicial decisions thereunder as of the date hereof,
and such authorities may be repealed, revoked or modified so as
to result in federal income tax consequences different from those
discussed below. Persons considering the purchase, ownership or
disposition of New Junior Subordinated Debentures should consult
their own tax advisors concerning the federal income tax
consequences in light of their particular situations as well as
any consequences arising under the laws of any other taxing
jurisdiction.

United States Holders

As used herein, a "United States Holder" of a New Junior
Subordinated Debenture means a holder that is a citizen or
resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate
or trust the income of which is subject to United States federal
income taxation regardless of its source. A "Non-United States
Holder" is a holder that is not a United States Holder.

Original Issue Discount, Market Discount and Acquisition Premium

Under the terms of the New Junior Subordinated Debentures,
the Company has the option to defer payments of interest for the
Extension Period and to pay as a lump sum at the end of such
period all of the interest that has accrued during such period.
See "Description of New Junior Subordinated Debentures--Option to
Extend Interest Payment Period". Because of this option to
extend the interest payment periods, all of the stated interest
payments on the New Junior Subordinated Debentures will be
treated as original issue discount ("OID"). As a result, United
States Holders will, in effect, be required to accrue interest
income even if the holders are on the cash method of tax
accounting. Consequently, in the event that the interest payment
period is extended, a United States Holder would be required to
include OID in income on an economic accrual basis
notwithstanding that the Company will not make any interest
payments during such period on the New Junior Subordinated
Debentures.

United States Holders other than initial United States
Holders may be deemed to have acquired the New Junior
Subordinated Debentures with market discount or acquisition
premium. Such holders should consult their own tax advisors
concerning the effect of the market discount and premium rules on
their holding of the New Junior Subordinated Debentures.

Sale, Exchange and Retirement of New Junior Subordinated
Debentures

Upon the sale, exchange or retirement of a New Junior
Subordinated Debenture, a United States Holder will recognize
gain or loss equal to the difference between the amount realized
upon the sale, exchange or retirement and the adjusted tax basis
of the New Junior Subordinated Debenture. A United States
Holder's tax basis in a New Junior Subordinated Debenture will,
in general, be the United States Holder's cost therefor,
increased by OID previously included in income by the United
States Holder and reduced by any cash payments on the New Junior
Subordinated Debenture. Such gain or loss will be capital gain
or loss and will be long-term capital gain or loss if at the time
of sale, exchange or retirement the New Junior Subordinated
Debenture has been held for more than one year. Under current
law, net capital gains of individuals are, under certain
circumstances, taxed at lower rates than items of ordinary
income. The deductibility of capital losses is subject to
limitations.

Non-United States Holders

Under present United States federal income and estate tax
law, and subject to the discussion below concerning backup
withholding:

(a) no withholding of United States federal income tax
will be required with respect to the payment by the Company
or any Paying Agent of principal or interest (which for
purposes of this discussion includes OID) on a New Junior
Subordinated Debenture owned by a Non-United States Holder,
provided (i) the beneficial owner is not a controlled
foreign corporation that is related to the Company through
stock ownership, (ii) the beneficial owner is not a bank
whose receipt of interest on a New Junior Subordinated
Debenture is described in section 881(c)(3)(A) of the Code
and (iii) either (y) the beneficial owner certifies to the
Company or its agent, under the penalties of perjury, that
it is not a U. S. person, citizen or resident and provides
its name and address or (z) a financial institution holding
the New Junior Subordinated Debentures on behalf of the
beneficial owner certifies, under penalties of perjury, that
such statement has been received by it and furnishes the
Company or its agent with a copy thereof;

(b) no withholding of United States federal income tax
will be required with respect to any gain or income realized
by a Non-United States Holder upon the sale, exchange or
retirement of a New Junior Subordinated Debenture; and

(c) a New Junior Subordinated Debenture beneficially
owned by an individual who at the time of death is a Non-
United States Holder will not be subject to United States
federal estate tax as a result of such individual's death,
provided that the interest payments with respect to such
debenture would not have been, if received at the time of
such individual's death, effectively connected with the
conduct of a trade or business by such individual in the
United States.

Backup Withholding and Information Reporting

In general, information reporting requirements will apply to
certain payments of principal, interest and OID paid on New
Junior Subordinated Debentures and to the proceeds of sale of a
New Junior Subordinated Debenture made to United States Holders
other than certain exempt recipients (such as corporations). A 31
percent backup withholding tax will apply to such payments if the
United States Holder fails to provide a taxpayer identification
number or certification of foreign or other exempt status or
fails to report in full dividend and interest income.

No information reporting or backup withholding will be
required with respect to payments made by the Company or any
paying agent to Non-United States Holders if a statement
described in (a)(iii) under "Non-United States Holders" has been
received and the payor does not have actual knowledge that the
beneficial owner is a United States person.

Payments of the proceeds from the sale by a Non-United
States Holder of a New Junior Subordinated Debenture made to or
through a foreign office of a broker will not be subject to
information reporting or backup withholding, except that if the
broker is, for federal income tax purposes, a United States
person, a controlled foreign corporation or a foreign person that
derives 50 percent or more of its gross income for certain
periods from the conduct of a trade or business in the United
States, such payments will not be subject to backup withholding
but may be subject to information reporting. Payments of
proceeds from the sale of a New Junior Subordinated Debenture to
or through the United States office of a broker is subject to
information reporting and backup withholding unless the Non-
United States Holder or the beneficial owner certifies as to its
non-United States status or otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules will
be allowed as a refund or a credit against such holder's U. S.
federal income tax liability provided the required information is
furnished to the Internal Revenue Service.

LEGAL OPINIONS

Opinions with respect to the legality of New Junior
Subordinated Debentures will be rendered by Simpson Thacher &
Bartlett (a partnership which includes professional
corporations), 425 Lexington Avenue, New York, New York, and 1
Riverside Plaza, Columbus, Ohio, counsel for the Company, and by
Dewey Ballantine, 1301 Avenue of the Americas, New York, New
York, counsel for the Underwriters. Additional legal opinions in
connection with the offering of New Junior Subordinated
Debentures may be given by Jeffrey D. Cross or John M. Adams,
Jr., counsel for the Company. Mr. Cross is Assistant General
Counsel, and Mr. Adams is a Senior Attorney, in the Legal
Department of American Electric Power Service Corporation, a
wholly owned subsidiary of AEP.

Statements as to United States taxation in the Prospectus
under the caption, "Certain United States Federal Income Tax
Consequences" have been passed upon for the Company by Simpson
Thacher & Bartlett, counsel to the Company, and are stated herein
on their authority.

EXPERTS

The financial statements and the related financial statement
schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.

UNDERWRITING

Subject to the terms and conditions set forth in the
Underwriting Agreement, the Company has agreed to sell to each of
the Underwriters named below ("Underwriters"), and each of the
Underwriters has severally agreed to purchase the number of New
Junior Subordinated Debentures set forth opposite its name below:

Principal Amount of
New Junior
Underwriters Subordinated Debentures

Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . $
Dean Witter Reynolds Inc. . . . . . . . . . . . . .
Lehman Brothers Inc. . . . . . . . . . . . . . . .
PaineWebber Incorporated . . . . . . . . . . . . .
Prudential Securities Incorporated . . . . . . . . .

Total $ 85,000,000

The Underwriters are committed to take and pay for all of
the New Junior Subordinated Debentures, if any are taken. The
Underwriting Agreement provides that under certain circumstances
involving a default of Underwriters, less than all of the New
Junior Subordinated Debentures may be purchased.

The Company has been advised by the Underwriters that the
Underwriters propose initially to offer the New Junior
Subordinated Debentures to the public at the public offering
price set forth on the cover page of this Prospectus, and to
certain dealers at such price less a concession not in excess of
______% of the principal amount of the New Junior Subordinated
Debentures. The Underwriters may allow, and such dealers may
reallow, a discount not in excess of ______% of the principal
amount of the New Junior Subordinated Debentures to certain other
dealers. After the initial public offering, the public offering
price, concession and reallowance may be changed.

The New Junior Subordinated Debentures are a new issue of
securities with no established trading market. While the Company
intends to list the New Junior Subordinated Debentures on the New
York Stock Exchange, there can be no assurance that an active
market for the New Junior Subordinated Debentures will develop or
be sustained in the future on such Exchange. Listing will depend
upon satisfaction of such Exchange's listing requirements with
respect to the New Junior Subordinated Debentures. The Company
has been advised by the Underwriters that they intend to make a
market in the New Junior Subordinated Debentures, but are not
obligated to do so and may discontinue market making at any time
without notice. No assurance can be given as to the liquidity of
the trading market for the New Junior Subordinated Debentures.

The Underwriters, and certain affiliates thereof, engage in
transactions with and perform services for the Company and its
affiliates in the ordinary course of business.

The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.*

Estimation based upon the issuance of all of Debentures in
one issuance:

Securities and Exchange Commission Filing Fees . . . . $ 29,311
Printing Registration Statement, Prospectus, etc. . . . 25,000
Printing and Engraving Debentures . . . . . . . . . . . 10,000
Independent Auditors' Fees . . . . . . . . . . . . . . 15,000
Charges of Trustee (including counsel fees) . . . . . . 1,000
Legal Fees of Counsel . . . . . . . . . . . . . . . . . 50,000
Rating Agency Fees . . . . . . . . . . . . . . . . . . 47,000
Miscellaneous Expenses . . . . . . . . . . . . . . . . 20,000

Total. . . . . . . . . . . . . . . . . . . . .$197,311

*Estimated, except for filing fees.

Item 15. Indemnification of Directors and Officers.

Section 1701.13(E) of the Ohio Revised Code gives a
corporation incorporated under the laws of Ohio power to
indemnify any person who is or has been a director, officer or
employee of that corporation, or of another corporation at the
request of that corporation, against expenses actually and
reasonably incurred by him in connection with any pending,
threatened or completed action, suit or proceeding, criminal or
civil, to which he was, is or may be made a party because of
being or having been such director, officer or employee,
provided, in connection therewith, that such person is determined
to have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, that, in the case of an action or suit by or in the
right of the corporation, (i) no negligence or misconduct shall
have been adjudged unless a court determines that such person is
fairly and reasonably entitled to indemnity, and (ii) the action
or suit is not one in which the only liability asserted against a
director is pursuant to Section 1701.95 of the Ohio Revised Code,
which relates to unlawful loans, dividends and distributions of
assets, and that, in the case of a criminal matter, such person
is determined to have had no reasonable cause to believe that his
conduct was unlawful. Section 1701.13(E) further provides that
to the extent that such person has been successful on the merits
or otherwise in defense of any such action, suit, or proceeding,
or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection therewith. Section
1701.13(E) further provides that unless a corporation has
specifically elected to the contrary in its articles of
incorporation or code of regulations and unless the only
liability asserted against a director is pursuant to Section
1701.95, expenses incurred by a director in defending such an
action, suit or proceeding shall be paid by the corporation as
they are incurred in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking (i) to
repay such amounts if it is proved by clear and convincing
evidence in a court of competent jurisdiction that such director
acted, or failed to act, with deliberate intent to cause injury
to the corporation or with reckless disregard for the best
interests of the corporation and (ii) reasonably to cooperate
with the corporation concerning said action, suit or proceeding.
Section 1701.13(E) also provides that the indemnification thereby
permitted shall not be exclusive of any other rights that
directors, officers or employees may have, including rights under
insurance purchased by the corporation. The Company's Code of
Regulations provides for the indemnification of directors and
officers of the Company to the fullest extent permitted by law.

The above is a general summary of certain provisions of the
Company's Code of Regulations and of the Ohio Revised Code and is
subject in all cases to the specific and detailed provisions of
the Company's Code of Regulations and the Ohio Revised Code.

Reference is made to the Underwriting Agreement, filed as
Exhibit 1 hereto, which provides for indemnification, under
certain circumstances, of the Company, certain of its directors
and officers, and persons who control the Company.

The Company maintains insurance policies insuring its
directors and officers against certain obligations that may be
incurred by them.

Item 16. Exhibits.

Reference is made to the information contained in the
Exhibit Index filed as a part of this Registration Statement.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating
to the New Junior Subordinated Debentures, and the offering
thereof at that time shall be deemed to be the initial bona
fide offering thereof.

(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the laws of the State of Ohio, the
registrant's bylaws, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification
is against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the New Junior Subordinated Debentures, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in said Act and will be governed by the final
adjudication of such issue.

(3) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the
time it was declared effective.

(4) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable cause to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbus and State of Ohio, on the 2nd day of October, 1995.

OHIO POWER COMPANY

E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.

Signature Title Date
(i) Principal Executive
Officer Chairman of the Board
and Chief Executive
E. Linn Draper, Jr.* Officer October 2, 1995

(ii) Principal Financial
Officer:
G. P. Maloney Vice President October 2, 1995

(iii) Principal Accounting
Officer:

P. J. DeMaria* Treasurer October 2, 1995

(iv) A Majority of the
Directors:

P. J. DeMaria*
E. Linn Draper, Jr.*
Carl A. Erikson*
Henry Fayne*
Wm. J. Lhota*
G. P. Maloney
James J. Markowsky* October 2, 1995

*By_/s/ G. P. Maloney__
(G. P. Maloney, Attorney-in-Fact)

EXHIBIT INDEX

Certain of the following exhibits, designated with an
asterisk (*), are filed herewith. The exhibits not so designated
have heretofore been filed with the Commission and, pursuant to
17 C.F.R. Sec. 201.24 and 230.411, are incorporated herein by
reference to the documents indicated following the descriptions
of such exhibits.

Exhibit No. Description

* 1 -- Copy of proposed Form of Underwriting Agreement
for New Junior Subordinated Debentures.

* 4(a) -- Copy of form of Indenture to be entered into
between the Company and The First National Bank of
Chicago, as Trustee, for Junior Subordinated
Debentures.

* 4(b) -- Copy of form of Supplemental Indenture to be
entered into between the Company and The First<PAGE>

National Bank of Chicago, as Trustee, for New
Junior Subordinated Debentures.

* 5 -- Opinion of Simpson Thacher & Bartlett as to the
legality of New Junior Subordinated Debentures.

* 8 -- Tax Opinion of Simpson Thacher & Bartlett.

12 -- Statement re: Computation of Ratios [Quarterly
Report on Form 10-Q of the Company for the period
ended June 30, 1995, File No. 1-6543, Exhibit 12].

*23(a) -- Consent of Deloitte & Touche LLP.

23(b) -- Consents of Simpson Thacher & Bartlett (included
in Exhibits 5 and 8).

*24 -- Powers of Attorney and resolutions of the Board of
Directors of the Company.

*25 -- Form T-1 re: Eligibility of The First National
Bank of Chicago.

<PAGE> Exhibit 1

OHIO POWER COMPANY

Underwriting Agreement

Dated October __, 1995

AGREEMENT made between OHIO POWER COMPANY, a corporation
organized and existing under the laws of the State of Ohio (the
Company), and the several persons, firms and corporations (the
Underwriters) named in Exhibit 1 hereto.

WITNESSETH:

WHEREAS, the Company proposes to issue and sell $85,000,000
principal amount of its ____% Junior Subordinated Deferrable
Interest Debentures, Series A, Due 2025 (the Debentures) to be
issued pursuant to the Indenture dated as of __________ 1, 1995,
between the Company and The First National Bank of Chicago, as
trustee (the Trustee), as supplemented by the Supplemental
Indenture dated as of __________ 1, 1995 between the Company and
the Trustee (said Indenture as so supplemented being hereafter
referred to as the "Indenture"); and

WHEREAS, the Underwriters have designated the person signing
this Agreement (the Representative) to execute this Agreement on
behalf of the respective Underwriters and to act for the respective
Underwriters in the manner provided in this Agreement; and

WHEREAS, the Company has prepared and filed, in accordance
with the provisions of the Securities Act of 1933 (the Act), with
the Securities and Exchange Commission (the Commission), a
registration statement and a prospectus relating to the Debentures
and such registration statement has become effective; and

WHEREAS, such registration statement, as it may have been
amended through the time the same first became effective (the
Effective Date), including the financial statements, the documents
incorporated or deemed incorporated therein by reference, the
exhibits thereto and the information deemed to be part thereof
pursuant to Rule 430A(b) of the Commission's General Rules and
Regulations under the Act (the Rules), being herein called the
Registration Statement, the prospectus included in the Registration
Statement when the same became effective that omits the
information, if any, deemed to be a part thereof pursuant to Rule
430A(b) of the Rules, being herein called the Preliminary
Prospectus, and the prospectus, including the price and terms of
the offering, the interest rate, maturity date and certain
information relating to the Underwriters of the Debentures first
filed with the Commission in accordance with Rule 430A and pursuant
to Rule 424(b) of the Rules, including all documents then
incorporated or deemed to have been incorporated therein by
reference, being herein called the Prospectus.

NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, it is agreed between the parties
as follows:

1. Purchase and Sale: Upon the basis of the warranties and
representations and on the terms and subject to the conditions
herein set forth, the Company agrees to sell to the respective
Underwriters named in Exhibit 1 hereto, severally and not jointly,
and the respective Underwriters, severally and not jointly, agree
to purchase from the Company, the respective principal amounts of
the Debentures set opposite their names in Exhibit 1 hereto,
together aggregating all of the Debentures, at a price equal to
______% of the principal amount thereof; except that such price
will be increased to _____% of the principal amount of the
Debentures sold to certain institutions.

2. Payment and Delivery: Payment for the Debentures shall
be made to the Company or its order by certified or bank check or
checks, payable in New York Clearing House funds, at the office of
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New
York 10017-3909, or at such other place as the Company and the
Representative shall mutually agree in writing, upon the delivery
of the Debentures to the Representative for the respective accounts
of the Underwriters against receipt therefor signed by the
Representative on behalf of itself and for the other Underwriters.
Such payments and delivery shall be made at 10:00 A.M., New York
Time, on _____________, 1995 (or on such later business day, not
more than five business days subsequent to such day, as may be
designated by the Company), unless postponed in accordance with the
provisions of Section 7 hereof. The time at which payment and
delivery are to be made is herein called the Time of Purchase.

The delivery of the Debentures shall be made in fully
registered form, registered in the name of CEDE & CO., to the
offices of The Depository Trust Company in New York, New York and
the Underwriters shall accept such delivery.

3. Conditions of Underwriters' Obligations: The several
obligations of the Underwriters hereunder are subject to the
accuracy of the warranties and representations on the part of the
Company and to the following other conditions:

(a) That all legal proceedings to be taken and all
legal opinions to be rendered in connection with
the issue and sale of the Debentures shall be
satisfactory in form and substance to Dewey
Ballantine, counsel to the Underwriters.

(b) That, at the Time of Purchase, the Representative
shall be furnished with the following opinions,
dated the day of the Time of Purchase, with con-
formed copies or signed counterparts thereof for
the other Underwriters, with such changes therein
as may be agreed upon by the Company and the
Representative with the approval of Dewey
Ballantine, counsel to the Underwriters:

(1) Opinion of Simpson Thacher & Bartlett and
either of Jeffrey D. Cross, Esq. or John M.
Adams, Jr., Esq., counsel to the Company, sub-
stantially in the forms attached hereto as
Exhibits A and B;

(2) Opinion of Dewey Ballantine, counsel to the
Underwriters, substantially in the form
attached hereto as Exhibit C.

(c) That the Representative shall have received a
letter from Deloitte & Touche LLP in form and
substance satisfactory to the Representative, dated
as of the day of the Time of Purchase, (i)
confirming that they are independent public
accountants within the meaning of the Act and the
applicable published rules and regulations of the
Commission thereunder, (ii) stating that in their
opinion the financial statements audited by them
and included or incorporated by reference in the
Registration Statement complied as to form in all
material respects with the then applicable
accounting requirements of the Commission,
including the applicable published rules and
regulations of the Commission and (iii) covering as
of a date not more than five business days prior to
the day of the Time of Purchase such other matters
as the Representative reasonably requests.

(d) That no amendment to the Registration Statement and
that no prospectus or prospectus supplement of the
Company relating to the Debentures and no document
which would be deemed incorporated in the
Prospectus by reference filed subsequent to the
date hereof and prior to the Time of Purchase shall
contain material information substantially dif-
ferent from that contained in the Registration
Statement which is unsatisfactory in substance to
the Representative or unsatisfactory in form to
Dewey Ballantine, counsel to the Underwriters.

(e) That, at the Time of Purchase, an appropriate order
of The Public Utilities Commission of Ohio,
necessary to permit the sale of the Debentures to
the Underwriters, shall be in effect; and that,
prior to the Time of Purchase, no stop order with
respect to the effectiveness of the Registration
Statement shall have been issued under the Act by
the Commission or proceedings therefor initiated.

(f) That, at the Time of Purchase, there shall not have
been any material adverse change in the business,
properties or financial condition of the Company
from that set forth in the Prospectus (other than
changes referred to in or contemplated by the
Prospectus), and that the Company shall, at the
Time of Purchase, have delivered to the Representa-
tive a certificate of an executive officer of the
Company to the effect that, to the best of his
knowledge, information and belief, there has been
no such change.

(g) That the Company shall have performed such of its
obligations under this Agreement as are to be
performed at or before the Time of Purchase by the
terms hereof.

4. Certain Covenants of the Company: In further consider-
ation of the agreements of the Underwriters herein contained, the
Company covenants as follows:

(a) As soon as practicable, and in any event within the
time prescribed by Rule 424 under the Act, to file
the Prospectus with the Commission; as soon as the
Company is advised thereof, to advise the
Representative and confirm the advice in writing of
any request made by the Commission for amendments
to the Registration Statement or Prospectus or for
additional information with respect thereto or of
the entry of a stop order suspending the
effectiveness of the Registration Statement or of
the initiation or threat of any proceedings for
that purpose and, if such a stop order should be
entered by the Commission, to make every reasonable
effort to obtain the prompt lifting or removal
thereof.

(b) To deliver to the Underwriters, without charge, as
soon as practicable (and in any event within 24
hours after the date hereof), and from time to time
thereafter during such period of time (not exceed-
ing nine months) after the date hereof as they are
required by law to deliver a prospectus, as many
copies of the Prospectus (as supplemented or
amended if the Company shall have made any
supplements or amendments thereto) as the
Representative may reasonably request; and in case
any Underwriter is required to deliver a prospectus
after the expiration of nine months after the date
hereof, to furnish to any Underwriter, upon
request, at the expense of such Underwriter, a
reasonable quantity of a supplemental prospectus or
of supplements to the Prospectus complying with
Section 10(a)(3) of the Act.

(c) To furnish to the Representative a copy, certified
by the Secretary or an Assistant Secretary of the
Company, of the Registration Statement in the form
filed with the Commission and of all amendments
thereto (exclusive of exhibits), and, upon request,
to furnish to the Representative sufficient plain
copies thereof (exclusive of exhibits) for
distribution of one to the other Underwriters.

(d) For such period of time (not exceeding nine months)
after the date hereof as they are required by law
to deliver a prospectus, if any event shall have
occurred as a result of which it is necessary to
amend or supplement the Prospectus in order to make
the statements therein, in the light of the circum-
stances when the Prospectus is delivered to a
purchaser, not misleading, forthwith to prepare and
furnish, at its own expense, to the Underwriters
and to dealers (whose names and addresses are fur-
nished to the Company by the Representative) to
whom principal amounts of the Debentures may have
been sold by the Representative for the accounts of
the Underwriters and, upon request, to any other
dealers making such request, copies of such
amendments to the Prospectus or supplements to the
Prospectus.

(e) As soon as practicable, the Company will make
generally available to its security holders and to
the Underwriters an earning statement or statement
of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act
and Rule 158 under the Act.

(f) To use its best efforts to qualify the Debentures
for offer and sale under the securities or "blue
sky" laws of such jurisdictions as the
Representative may designate within six months
after the date hereof and itself to pay, or to
reimburse the Underwriters and their counsel for,
reasonable filing fees and expenses in connection
therewith in an amount not exceeding $3,500 in the
aggregate (including filing fees and expenses paid
and incurred prior to the effective date hereof),
provided, however, that the Company shall not be
required to qualify as a foreign corporation or to
file a consent to service of process or to file
annual reports or to comply with any other
requirements deemed by the Company to be unduly
burdensome.

(g) To pay all expenses, fees and taxes (other than
transfer taxes on resales of the Debentures by the
respective Underwriters) in connection with the
issuance and delivery of the Debentures, except
that the Company shall be required to pay the fees
and disbursements (other than disbursements
referred to in paragraph (f) of this Section 4) of
Dewey Ballantine, counsel to the Underwriters, only
in the events provided in paragraph (h) of this
Section 4, the Underwriters hereby agreeing to pay
such fees and disbursements in any other event.

(h) If the Underwriters shall not take up and pay for
the Debentures due to the failure of the Company to
comply with any of the conditions specified in
Section 3 hereof, or, if this Agreement shall be
terminated in accordance with the provisions of
Section 7 or 8 hereof, to pay the fees and dis-
bursements of Dewey Ballantine, counsel to the
Underwriters, and, if the Underwriters shall not
take up and pay for the Debentures due to the
failure of the Company to comply with any of the
conditions specified in Section 3 hereof, to
reimburse the Underwriters for their reasonable
out-of-pocket expenses, in an aggregate amount not
exceeding a total of $10,000, incurred in connec-
tion with the financing contemplated by this
Agreement.

(i) During the period from the date hereof and
continuing to and including the earlier of (i) the
date which is after the Time of Purchase on which
the distribution of the Debentures ceases, as
determined by the Representative in its sole
discretion, and (ii) the date which is 30 days
after the Time of Purchase, the Company agrees not
to offer, sell, contract to sell or otherwise
dispose of any junior subordinated deferrable
interest debentures of the Company or any
substantially similar securities of the Company
without the consent of the Representative.

(j) The Company will use its best efforts to list,
subject to notice of issuance, the Debentures on
the New York Stock Exchange.

(k) The Company will timely file any certificate
required by Rule 52 under the Public Utility
Holding Company Act of 1935 in connection with the
sale of the Debentures.

5. Warranties of and Indemnity by the Company:

(a) The Company warrants and represents to each of the
Underwriters that (i) the Registration Statement on
the Effective Date did, and the Prospectus when
first filed in accordance with Rule 424(b) and at
the Time of Purchase will, comply, or be deemed to
comply, with the applicable provisions of the Act
and the published rules and regulations of the
Commission, (ii) the Registration Statement on the
Effective Date did not contain any untrue statement
of a material fact or omit to state a material fact
required to be stated therein or necessary to make
the statements therein not misleading (other than
material omitted in reliance upon Rule 430A), and
(iii) the Prospectus when first filed in accordance
with Rule 424(b) and at the Time of Purchase will
not, contain any untrue statement of a material
fact or omit to state a material fact required to
be stated therein or necessary in order to make the
statements therein, in the light of the
circumstances under which they were made, not
misleading, except that the Company makes no
warranty or representation to any Underwriter with
respect to any statements or omissions made therein
in reliance upon and in conformity with information
furnished in writing to the Company by the
Representative on behalf of any Underwriter
expressly for use therein.

(b) As of the Time of Purchase, the Indenture will have
been duly authorized by the Company and duly
qualified under the Trust Indenture Act of 1939, as
amended, and, when executed and delivered by the
Trustee and the Company, will constitute a legal,
valid and binding instrument enforceable against
the Company in accordance with its terms and such
Debentures will have been duly authorized,
executed, authenticated and, when paid for by the
purchasers thereof, will constitute legal, valid
and binding obligations of the Company entitled to
the benefits of the Indenture, except as the
enforceability thereof may be limited by
bankruptcy, insolvency, or other similar laws
affecting the enforcement of creditors' rights in
general, and except as the availability of the
remedy of specific performance is subject to
general principles of equity (regardless of whether
such remedy is sought in a proceeding in equity or
at law), and by an implied covenant of good faith
and fair dealing.

(c) The Company agrees, to the extent permitted by law,
to indemnify and hold harmless each of the Under-
writers and each person, if any, who controls any
such Underwriter within the meaning of Section 15
of the Act, against any and all losses, claims,
damages or liabilities, joint or several, to which
they or any of them may become subject under the
Act or otherwise, and to reimburse the Underwriters
and such controlling person or persons, if any, for
any legal or other expenses incurred by them in
connection with defending any action, insofar as
such losses, claims, damages, liabilities or ac-
tions arise out of or are based upon any untrue
statement or alleged untrue statement of a material
fact contained in the Registration Statement, in
the Preliminary Prospectus, or in the Prospectus,
or if the Company shall furnish or cause to be
furnished to the Underwriters any amendments or any
supplements to the Prospectus, in the Prospectus as
so amended or supplemented (provided that if such
Prospectus or such Prospectus, as amended or
supplemented, is used after the period of time
referred to in Section 4(d) hereof, it shall
contain such amendments or supplements as the
Company deems necessary to comply with Section
10(a) of the Act), or arise out of or are based
upon any omission or alleged omission to state
therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, except insofar as such losses,
claims, damages, liabilities or actions arise out
of or are based upon any such untrue statement or
alleged untrue statement or omission or alleged
omission which was made in the Registration
Statement, in the Preliminary Prospectus or in such
Prospectus, or in the Prospectus as so amended or
supplemented, in reliance upon and in conformity
with information furnished in writing to the
Company by the Representative on behalf of any
Underwriter expressly for use therein, and except
that this indemnity shall not inure to the benefit
of any Underwriter (or of any person controlling
such Underwriter) on account of any losses, claims,
damages, liabilities or actions arising from the
sale of the Debentures to any person if a copy of
the Prospectus, as the same may then be supple-
mented or amended (excluding, however, any document
then incorporated or deemed incorporated therein by
reference) was not sent or given by or on behalf of
such Underwriter to such person with or prior to
the written confirmation of the sale involved and
the omission or alleged omission or untrue
statement or alleged untrue statement was corrected
in the Prospectus as supplemented or amended at the
time of such confirmation. Each Underwriter agrees
within ten days after the receipt by it of notice
of the commencement of any action in respect to
which indemnity from the Company on account of its
agreement contained in this Section 5(b) may be
sought by it, or by any person controlling it, to
notify the Company in writing of the commencement
thereof, but the failure of such Underwriter so to
notify the Company of any such action shall not
release the Company from any liability which it may
have to such Underwriter or to such controlling
person otherwise than on account of the indemnity
agreement contained in this Section 5(b). In case
any such action shall be brought against any
Underwriter or any such person controlling such
Underwriter and such Underwriter shall notify the
Company of the commencement thereof, as above
provided, the Company shall be entitled to
participate in (and, to the extent that it shall
wish, including the selection of counsel, to
direct) the defense thereof at its own expense. In
case the Company elects to direct such defense and
select such counsel (hereinafter, Company's
counsel), any Underwriter or any controlling person
shall have the right to employ its own counsel,
but, in any such case, the fees and expenses of
such counsel shall be at the expense of such Under-
writer or controlling person unless (i) the Company
has agreed in writing to pay such fees and expenses
or (ii) the named parties to any such action (in-
cluding any impleaded parties) include both any
Underwriter or any controlling person and the
Company, and any Underwriter or any controlling
person shall have been advised by its counsel that
a conflict of interest between the Company and any
Underwriter or any controlling person may arise
(and the Company's counsel shall have concurred
with such advice) and for this reason it is not
desirable for the Company's counsel to represent
both the indemnifying party and the indemnified
party (it being understood, however, that the
Company shall not, in connection with any one such
action or separate but substantially similar or
related actions in the same jurisdiction arising
out of the same general allegations or circum-
stances, be liable for the reasonable fees and
expenses of more than one separate firm of
attorneys for any Underwriter or any controlling
person (plus any local counsel retained by any
Underwriter or any controlling person in their
reasonable judgment), which firm (or firms) shall
be designated in writing by any Underwriter or any
controlling person). The Company shall not be
liable in the event of any settlement of any such
action effected without its consent.

The Company's indemnity agreement contained in Section 5(b)
hereof, and its covenants, warranties and representations contained
in this Agreement, shall remain in full force and effect regardless
of any investigation made by or on behalf of any person, and shall
survive the delivery of and payment for the Debentures hereunder.

6. Warranties of and Indemnity by Underwriters:

(a) Each Underwriter warrants and represents that the
information furnished in writing to the Company
through the Representative for use in the Registra-
tion Statement, in the Preliminary Prospectus, in
the Prospectus, or in the Prospectus as amended or
supplemented is correct as to such Underwriter.

(b) Each Underwriter agrees, to the extent permitted by
law, to indemnify, hold harmless and reimburse the
Company, its directors and such of its officers as
shall have signed the Registration Statement, and
each person, if any, who controls the Company
within the meaning of Section 15 of the Act, to the
same extent and upon the same terms as the indem-
nity agreement of the Company set forth in Section
5(c) hereof, but only with respect to untrue
statements or alleged untrue statements or
omissions or alleged omissions made in the Regis-
tration Statement, in the Preliminary Prospectus,
or in the Prospectus, or in the Prospectus as so
amended or supplemented, in reliance upon and in
conformity with information furnished in writing to
the Company by the Representative on behalf of such
Underwriter expressly for use therein.

The indemnity agreement on the part of each Underwriter
contained in Section 6(b) hereof, and the warranties and represen-
tations of such Underwriter contained in this Agreement, shall
remain in full force and effect regardless of any investigation
made by or on behalf of the Company or other person, and shall
survive the delivery of and payment for the Debentures hereunder.

7. Default of Underwriters: If any Underwriter under this
Agreement shall fail or refuse (otherwise than for some reason
sufficient to justify, in accordance with the terms hereof, the
cancellation or termination of its obligations hereunder) to
purchase and pay for the principal amount of Debentures which it
has agreed to purchase and pay for hereunder, and the aggregate
principal amount of Debentures which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate principal amount of the Debentures,
the other Underwriters shall be obligated severally in the
proportions which the amounts of Debentures set forth opposite
their names in Exhibit 1 hereto bear to the aggregate principal
amount of Debentures set forth opposite the names of all such non-
defaulting Underwriters, to purchase the Debentures which such
defaulting Underwriter or Underwriters agreed but failed or refused
to purchase on the terms set forth herein; provided that in no
event shall the principal amount of Debentures which any
Underwriter has agreed to purchase pursuant to Section 1 hereof be
increased pursuant to this Section 7 by an amount in excess of one-
ninth of such principal amount of Debentures without the written
consent of such Underwriter. If any Underwriter or Underwriters
shall fail or refuse to purchase Debentures and the aggregate
principal amount of Debentures with respect to which such default
occurs is more than one-tenth of the aggregate principal amount of
the Debentures then the Company shall have the right (a) to require
such non-defaulting Underwriters to purchase and pay for the
respective principal amounts of Debentures that they had severally
agreed to purchase hereunder, as hereinabove provided, and, in
addition, the principal amount of Debentures that the defaulting
Underwriter or Underwriters shall have so failed to purchase up to
a principal amount thereof equal to one-ninth of the respective
principal amounts of Debentures that such non-defaulting
Underwriters have otherwise agreed to purchase hereunder, and/or
(b) to procure one or more others, members of the National
Association of Securities Dealers (NASD) (or, if not members of the
NASD, who are foreign banks, dealers or institutions not registered
under the Securities Exchange Act of 1934 and who agree in making
sales to comply with the NASD's Rules of Fair Practice), to
purchase or agree to purchase, upon the terms herein set forth, the
principal amount of such Debentures that such defaulting
Underwriter or Underwriters had agreed to purchase, or that portion
thereof that the remaining Underwriters shall not be obligated to
purchase pursuant to the foregoing clause (a). In the event the
Company shall exercise its rights under clause (a) and/or (b)
above, the Company shall give written notice thereof to the
Underwriters within 24 hours (excluding any Saturday, Sunday or
legal holiday) of the time when the Company learns of the failure
or refusal of any Underwriter or Underwriters to purchase and pay
for its respective principal amount of Debentures, and thereupon
the Time of Purchase shall be postponed for a period not to exceed
five full business days, as the Company shall determine. In the
event the Company shall be entitled to but shall not elect (within
the time period specified above) to exercise its rights under
clause (a) and/or (b), then this Agreement shall terminate. In the
event of any such termination, the Company shall not be under any
liability to any Underwriter (except to the extent, if any,
provided in Section 4(h) hereof), nor shall any Underwriter (other
than an Underwriter who shall have failed or refused to purchase
the Debentures without some reason sufficient to justify, in
accordance with the terms hereof, its termination of its
obligations hereunder) be under any liability to the Company or any
other Underwriter.

Nothing herein contained shall release any defaulting
Underwriter from its liability to the Company or any non-defaulting
Underwriter for damages occasioned by its default hereunder.

8. Termination of Agreement by the Underwriters: This
Agreement may be terminated at any time prior to the Time of
Purchase by the Representative if, after the execution and delivery
of this Agreement and prior to the Time of Purchase, in the
Representative's reasonable judgment, the Underwriters' ability to
market the Debentures shall have been materially adversely affected
because:

(i) trading in securities on the New York Stock Exchange
shall have been generally suspended by the Commission or by
the New York Stock Exchange, or

(ii) (A) a war involving the United States of America
shall have been declared, (B) any other national calamity
shall have occurred, or (C) any conflict involving the armed
services of the United States of America shall have escalated,
or

(iii) a general banking moratorium shall have been
declared by Federal or New York State authorities, or

(iv) there shall have been any decrease in the ratings of
the Company's first mortgage bonds by Moody's Investors
Services, Inc. (Moody's) or Standard & Poor's Ratings Group
(S&P) or either Moody's or S&P shall publicly announce that it
has such first mortgage bonds under consideration for possible
downgrade.

If the Representative elects to terminate this Agreement,
as provided in this Section 8, the Representative will promptly
notify the Company by telephone or by telex or facsimile
transmission, confirmed in writing. If this Agreement shall not be
carried out by any Underwriter for any reason permitted hereunder,
or if the sale of the Debentures to the Underwriters as herein
contemplated shall not be carried out because the Company is not
able to comply with the terms hereof, the Company shall not be
under any obligation under this Agreement and shall not be liable
to any Underwriter or to any member of any selling group for the
loss of anticipated profits from the transactions contemplated by
this Agreement (except that the Company shall remain liable to the
extent provided in Section 4(h) hereof) and the Underwriters shall
be under no liability to the Company nor be under any liability
under this Agreement to one another.

9. Notices: All notices hereunder shall, unless otherwise
expressly provided, be in writing and be delivered at or mailed to
the following addresses or by telex or facsimile transmission
confirmed in writing to the following addresses: if to the
Underwriters, to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Representative, World Financial Center, North
Tower, 27th Floor, New York, New York 10281-1307, Attention:
Richard A. Vaccari, and, if to the Company, to Ohio Power Company,
c/o American Electric Power Service Corporation, 1 Riverside Plaza,
Columbus, Ohio 43215, attention of G. P. Maloney, Vice President,
(fax 614/223-1687).

10. Parties in Interest: The agreement herein set forth has
been and is made solely for the benefit of the Underwriters, the
Company (including the directors thereof and such of the officers
thereof as shall have signed the Registration Statement), the
controlling persons, if any, referred to in Sections 5 and 6
hereof, and their respective successors, assigns, executors and
administrators, and, except as expressly otherwise provided in
Section 7 hereof, no other person shall acquire or have any right
under or by the virtue of this Agreement.

11. Definition of Certain Terms: If there be two or more
persons, firms or corporations named in Exhibit 1 hereto, the term
"Underwriters", as used herein, shall be deemed to mean the several
persons, firms or corporations, so named (including the Representa-
tive herein mentioned, if so named) and any party or parties
substituted pursuant to Section 7 hereof, and the term "Representa-
tive", as used herein, shall be deemed to mean the representative
or representatives designated by, or in the manner authorized by,
the Underwriters. All obligations of the Underwriters hereunder
are several and not joint. If there shall be only one person, firm
or corporation named in Exhibit 1 hereto, the term "Underwriters"
and the term "Representative", as used herein, shall mean such
person, firm or corporation. The term "successors" as used in this
Agreement shall not include any purchaser, as such purchaser, of
any of the Debentures from any of the respective Underwriters.

12. Conditions of the Company's Obligations: The obligations
of the Company hereunder are subject to the Underwriters' perfor-
mance of their obligations hereunder, and the further condition
that at the Time of Purchase The Public Utilities Commission of
Ohio shall have issued an appropriate order, and such order shall
remain in full force and effect, authorizing the transactions
contemplated hereby.

13. Applicable Law: This Agreement will be governed and
construed in accordance with the laws of the State of New York.

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

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, on the date first above written.

OHIO POWER COMPANY

By_____________________________
G. P. Maloney
Vice President

MERRILL, LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,
as Representative
and on behalf of the Underwriters
named in Exhibit 1 hereto

By:____________________________

EXHIBIT 1

Name Principal Amount

Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Dean Witter Reynolds Inc.
Prudential Securities Incorporated
Lehman Brothers Inc.
PaineWebber Incorporated
Total $85,000,000

<PAGE> Exhibit 4(a)

OHIO POWER COMPANY

AND

THE FIRST NATIONAL BANK OF CHICAGO

AS TRUSTEE

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

INDENTURE

Dated as of __________ 1, 1995

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

Junior Subordinated Debentures

CROSS-REFERENCE TABLE

<TABLE>

Section of
Trust Indenture Act Section of
of 1939, as amended Indenture
<S> <C>
310(a) . . . . . . . . . . . . . . . . . . . . .7.09
310(b). . . . . . . . . . . . . . . . . . . . . 7.08
. . . . . . . . . . . . . . . . . . . . . 7.10
310(c). . . . . . . . . . . . . . . . . . . . .Inapplicable
311(a). . . . . . . . . . . . . . . . . . . . . 7.13
311(b). . . . . . . . . . . . . . . . . . . . . 7.13
311(c). . . . . . . . . . . . . . . . . . . . .Inapplicable
312(a). . . . . . . . . . . . . . . . . . . . . 5.01
. . . . . . . . . . . . . . . . . . . . . 5.02(a)
312(b). . . . . . . . . . . . . . . . . . . . . 5.02(c)
. . . . . . . . . . . . . . . . . . . . . 5.02(d)
312(c). . . . . . . . . . . . . . . . . . . . . 5.02(e)
313(a). . . . . . . . . . . . . . . . . . . . . 5.04(a)
313(b). . . . . . . . . . . . . . . . . . . . . 5.04(b)
313(c). . . . . . . . . . . . . . . . . . . . . 5.04(a)
. . . . . . . . . . . . . . . . . . . . . 5.04(b)
313(d). . . . . . . . . . . . . . . . . . . . . 5.04(c)
314(a). . . . . . . . . . . . . . . . . . . . . 5.03
314(b). . . . . . . . . . . . . . . . . . . . .Inapplicable
314(c). . . . . . . . . . . . . . . . . . . . .13.06(a)
314(d). . . . . . . . . . . . . . . . . . . . .Inapplicable
314(e). . . . . . . . . . . . . . . . . . . . .13.06(b)
314(f). . . . . . . . . . . . . . . . . . . . .Inapplicable
315(a). . . . . . . . . . . . . . . . . . . . . 7.01(a)
. . . . . . . . . . . . . . . . . . . . . 7.02
315(b). . . . . . . . . . . . . . . . . . . . . 6.07
315(c). . . . . . . . . . . . . . . . . . . . . 7.01(a)
315(d). . . . . . . . . . . . . . . . . . . . . 7.01(b)
315(e). . . . . . . . . . . . . . . . . . . . . 6.08
316(a). . . . . . . . . . . . . . . . . . . . . 6.06
. . . . . . . . . . . . . . . . . . . . . 8.04
316(b). . . . . . . . . . . . . . . . . . . . . 6.04
316(c). . . . . . . . . . . . . . . . . . . . . 8.01
317(a). . . . . . . . . . . . . . . . . . . . . 6.02
317(b). . . . . . . . . . . . . . . . . . . . . 4.03
318(a). . . . . . . . . . . . . . . . . . . . .13.08
</TABLE>

TABLE OF CONTENTS

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

RECITALS:

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

ARTICLE ONE - DEFINITIONS

Section 1.01

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

Affiliate. . . . . . . . . . . . . . . . . . . . . . .2
Authenticating Agent . . . . . . . . . . . . . . . . .2
Board of Directors . . . . . . . . . . . . . . . . . .2
Board Resolution . . . . . . . . . . . . . . . . . . .2
Business Day . . . . . . . . . . . . . . . . . . . . .3
Certificate. . . . . . . . . . . . . . . . . . . . . .3
Company. . . . . . . . . . . . . . . . . . . . . . . .3
Corporate Trust Office . . . . . . . . . . . . . . . .3
Debenture or Debentures. . . . . . . . . . . . . . . .3
Debentureholder. . . . . . . . . . . . . . . . . . . .3
Default. . . . . . . . . . . . . . . . . . . . . . . .3
Depository . . . . . . . . . . . . . . . . . . . . . .3
Event of Default . . . . . . . . . . . . . . . . . . .4
Global Debenture . . . . . . . . . . . . . . . . . . .4
Governmental Obligations . . . . . . . . . . . . . . .4
Indenture. . . . . . . . . . . . . . . . . . . . . . .4
Interest Payment Date. . . . . . . . . . . . . . . . .4
Officers' Certificate. . . . . . . . . . . . . . . . .5
Opinion of Counsel . . . . . . . . . . . . . . . . . .5
Outstanding. . . . . . . . . . . . . . . . . . . . . .5
Predecessor Debenture. . . . . . . . . . . . . . . . .5
Responsible Officer. . . . . . . . . . . . . . . . . .6
Senior Indebtedness. . . . . . . . . . . . . . . . . .6
Subsidiary . . . . . . . . . . . . . . . . . . . . . .6
Trustee. . . . . . . . . . . . . . . . . . . . . . . .6
Trust Indenture Act. . . . . . . . . . . . . . . . . .7

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

Section 2.01
Designation, terms, amount, authentication
and delivery of Debentures . . . . . . . . . . . . . .7

Section 2.02
Form of Debenture and Trustee's certificate. . . . . .8

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

Section 2.04
Execution of Debentures. . . . . . . . . . . . . . . 10

Section 2.05
Exchange of Debentures
(a) Registration and transfer
of Debentures . . . . . . . . . . . . . . . . . 12
(b) Debenture Register; Debentures to be accompanied
by proper instruments of transfer . . . . . . . 12
(c) Charges upon exchange, transfer or
registration of Debentures. . . . . . . . . . . 12
(d) Restrictions on transfer or
exchange at time of redemption. . . . . . . . . 12

Section 2.06
Temporary Debentures . . . . . . . . . . . . . . . . 13

Section 2.07
Mutilated, destroyed, lost or
stolen Debentures. . . . . . . . . . . . . . . . . . 13

Section 2.08
Cancellation of surrendered Debentures . . . . . . . 14

Section 2.09
Provisions of Indenture and Debentures
for sole benefit of parties and
Debentureholders . . . . . . . . . . . . . . . . . . 14

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

Section 2.11
Global Debenture
(a) Authentication and Delivery;
Legend. . . . . . . . . . . . . . . . . . . . . 15
(b) Transfer of Global Debenture. . . . . . . . . . 15
(c) Issuance of Debentures in
Definitive Form . . . . . . . . . . . . . . . . 16

ARTICLE THREE - REDEMPTION OF DEBENTURES AND
SINKING FUND PROVISIONS

Section 3.01
Redemption of Debentures . . . . . . . . . . . . . . 16

Section 3.02
(a) Notice of redemption. . . . . . . . . . . . . . 16
(b) Selection of Debentures in case
less than all Debentures to be
redeemed. . . . . . . . . . . . . . . . . . . . 17

Section 3.03
(a) When Debentures called for
redemption become due and payable . . . . . . . 18
(b) Receipt of new Debenture upon
partial payment . . . . . . . . . . . . . . . . 18

Section 3.04
Sinking Fund for Debentures. . . . . . . . . . . . . 18

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

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

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

Section 4.01
Payment of principal (and premium
if any) and interest on Debentures . . . . . . . . . 19

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. . . . . . . . . . . . . . . . . . . . 19

Section 4.03
(a) Duties of paying agent. . . . . . . . . . . . . 20
(b) Company as paying agent . . . . . . . . . . . . 20
(c) Holding sums in trust . . . . . . . . . . . . . 21

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

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

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 . . . . . . . . . . . . . . . . . . 21

Section 5.02
(a) Trustee to preserve information
as to names and addresses of
Debentureholders received by it
in capacity of paying agent . . . . . . . . . . 22
(b) Trustee may destroy list of
Debentureholders on certain
conditions. . . . . . . . . . . . . . . . . . . 22
(c) Trustee to make information as to
names and addresses of Debentureholders
available to "applicants" to mail
communications to Debentureholders in
certain circumstances . . . . . . . . . . . . . 22
(d) Procedure if Trustee elects not to
make information available to
applicants. . . . . . . . . . . . . . . . . . . 22
(e) Company and Trustee not accountable
for disclosure of information . . . . . . . . . 23

Section 5.03
(a) Annual and other reports to be filed
by Company with Trustee . . . . . . . . . . . . 23
(b) Additional information and reports
to be filed with Trustee and
Securities and Exchange Commission. . . . . . . 23
(c) Summaries of information and reports
to be transmitted by Company to
Debentureholders. . . . . . . . . . . . . . . . 23
(d) Annual Certificate to be furnished
to Trustee. . . . . . . . . . . . . . . . . . . 24

Section 5.04
(a) Trustee to transmit annual report
to Debentureholders . . . . . . . . . . . . . . 24
(b) Trustee to transmit certain further
reports to Debentureholders . . . . . . . . . . 25
(c) Copies of reports to be filed with
stock exchanges and Securities and
Exchange Commission . . . . . . . . . . . . . . 25

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

Section 6.01
(a) Events of default defined . . . . . . . . . . . 25
(b) Acceleration of maturity
upon Event of Default . . . . . . . . . . . . . 27
(c) Waiver of default and rescission
of declaration of maturity. . . . . . . . . . . 27
(d) Restoration of former position
and rights upon curing default. . . . . . . . . 27

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
premium, if any). . . . . . . . . . . . . . . . 28
(b) Trustee may recover judgment for
whole amount due on Debentures on
failure of Company to pay . . . . . . . . . . . 28
(c) Billing of proof of claim by Trustee
in bankruptcy, reorganization or
receivership proceeding . . . . . . . . . . . . 28
(d) Rights of action and of asserting
claims may be enforced by Trustee
without possession of Debentures. . . . . . . . 29

Section 6.03
Application of monies collected by Trustee . . . . . 29

Section 6.04
Limitation on suits by holders of Debentures . . . . 30

Section 6.05
(a) Remedies Cumulative . . . . . . . . . . . . . . 30
(b) Delay or omission in exercise
of rights not waiver of default . . . . . . . . 31

Section 6.06
Rights of holders of majority in
principal amount of Debentures to
direct trustee and to waive defaults . . . . . . . . 31

Section 6.07
Trustees to give notice of defaults
known to it, but may withhold in
certain circumstances. . . . . . . . . . . . . . . . 31

Section 6.08
Requirements of an undertaking to pay
costs in certain suits under Indenture
or against Trustee . . . . . . . . . . . . . . . . . 32

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 will use . . . . . . . . . . 32
(b) Trustee not relieved from liability
for negligence or willful misconduct
except as provided in this section. . . . . . . 33
(1) Prior to Event of Default and
after the curing of all Events of
Default which may have occurred
(i) Trustee not liable except for
performance of duties specifically
set forth
(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
(2) Trustee not liable for error of judgment made
in good faith by Responsible Officer unless
Trustee negligent
(3) Trustee not liable for action or non-action
in accordance with direction of holders
of majority in principal amount of
Debentures
(4) Trustee need not expend own funds without
adequate indemnity

Section 7.02
Subject to provisions of Section 7.01:
(a) Trustee may rely on documents believed
genuine and properly signed or presented. . . . 34
(b) Sufficient evidence by certain
instruments provided for. . . . . . . . . . . . 34
(c) Trustee may consult with counsel and act
on advice or Opinion of Counsel . . . . . . . . 34
(d) Trustee may require indemnity from
Debentureholders. . . . . . . . . . . . . . . . 34
(e) Trustee not liable for actions in good
faith believed to be authorized . . . . . . . . 35
(f) Trustee not bound to investigate facts or
matters stated in certificates, etc. unless
requested in writing by Debentureholders. . . . 35
(g) Trustee may perform duties directly or
through agents or attorneys . . . . . . . . . . 35

Section 7.03
(a) Trustee not liable for recitals in
Indenture or in Debentures. . . . . . . . . . . 35
(b) No representations by Trustee as to
validity or Indenture or of Debentures. . . . . 35
(c) Trustee not accountable for use of
Debentures or proceeds. . . . . . . . . . . . . 35

Section 7.04
Trustee, paying agent or Debenture
Registrar may own Debentures . . . . . . . . . . . . 35

Section 7.05
Monies received by Trustee to be held
in Trust without interest. . . . . . . . . . . . . . 35

Section 7.06
(a) Trustee entitled to compensation,
reimbursement and indemnity . . . . . . . . . . 36
(b) Obligations to Trustee to be
secured by lien prior to
Debentures. . . . . . . . . . . . . . . . . . . 36

Section 7.07
Right of Trustee to rely on certificate
of officers of Company where no other
evidence specifically prescribed . . . . . . . . . . 36

Section 7.08
Trustee acquiring conflicting interest
to eliminate conflict or resign. . . . . . . . . . . 36

Section 7.09
Requirements for eligibility of
trustee. . . . . . . . . . . . . . . . . . . . . . . 37

Section 7.10
(a) Resignation of Trustee and
appointment of successor. . . . . . . . . . . . 37
(b) Removal of Trustee by Company
or by court on Debentureholders'
application . . . . . . . . . . . . . . . . . . 37
(c) Removal of Trustee by holders
of majority in principal amount
of Debentures . . . . . . . . . . . . . . . . . 38
(d) Time when resignation or removal
of Trustee effective. . . . . . . . . . . . . . 38
(e) One Trustee for each series . . . . . . . . . . 38

Section 7.11
(a) Acceptance by successor Trustee . . . . . . . . 38
(b) Trustee with respect to less than
all series. . . . . . . . . . . . . . . . . . . 39
(c) Company to confirm Trustee's rights . . . . . . 39
(d) Successor Trustee to be qualified . . . . . . . 40
(e) Notice of succession. . . . . . . . . . . . . . 40

Section 7.12
Successor to Trustee by merger, consolidation
of succession to business. . . . . . . . . . . . . . 40

Section 7.13
Limitations on rights of Trustee as a
creditor to obtain payment of certain
claims . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE EIGHT - CONCERNING THE DEBENTUREHOLDERS

Section 8.01
Evidence of action by Debentureholders . . . . . . . 40

Section 8.02
Proof of execution of instruments and of
holding of Debentures. . . . . . . . . . . . . . . . 41

Section 8.03
Who may be deemed owners of Debentures . . . . . . . 41

Section 8.04
Debentures owned by Company or controlled
or controlling companies disregarded for
certain purposes . . . . . . . . . . . . . . . . . . 41

Section 8.05
Instruments executed by Debentureholders
bind future holders. . . . . . . . . . . . . . . . . 42

ARTICLE NINE - SUPPLEMENTAL INDENTURES

Section 9.01
Purposes for which supplemental indenture
may be entered into without consent of
Debentureholders . . . . . . . . . . . . . . . . . . 42

Section 9.02
Modification of Indenture with consent
of Debentureholders. . . . . . . . . . . . . . . . . 43

Section 9.03
Effect of supplemental indentures. . . . . . . . . . 44

Section 9.04
Debentures may bear notation of changes
by supplemental indentures . . . . . . . . . . . . . 45

Section 9.05
Opinion of Counsel . . . . . . . . . . . . . . . . . 45

ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

Section 10.01
Consolidations or mergers of Company
and sales or conveyances of property
of Company permitted . . . . . . . . . . . . . . . . 45

Section 10.02
(a) Rights and duties of successor company. . . . . 46
(b) Appropriate changes may be made in
phraseology and form of Debentures. . . . . . . 46
(c) Company may consolidate or merge into
itself or acquire properties of other
corporations. . . . . . . . . . . . . . . . . . 46

Section 10.03
Opinion of Counsel . . . . . . . . . . . . . . . . . 46

ARTICLE ELEVEN - SATISFACTION AND DISCHARGE OF INDENTURE:
UNCLAIMED MONIES

Section 11.01
Satisfaction and discharge of Indenture. . . . . . . 47

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

Section 11.03
Repayment of monies held by paying agent . . . . . . 48

Section 11.04
Repayment of monies held by Trustee. . . . . . . . . 48

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

Section 12.01
Incorporators, Stockholders, officers and
directors of Company exempt from individual
liability. . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

Section 13.01
Successors and assigns of Company
bound by Indenture . . . . . . . . . . . . . . . . . 49

Section 13.02
Acts of board, committee or officer
of successor company valid . . . . . . . . . . . . . 49

Section 13.03
Surrender of powers by Company . . . . . . . . . . . 49

Section 13.04
Required notices or demands may by
served by mail . . . . . . . . . . . . . . . . . . . 49

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

Section 13.06
(a) Officers' Certificate and Opinion of
Counsel to be furnished upon applications
or demands by company . . . . . . . . . . . . . 49
(b) Statements to be included in each
certificate or opinion with respect
to compliance with condition or covenant. . . . 50

Section 13.07
Payments due on non-business days. . . . . . . . . . 50

Section 13.08
Provisions required by Trust Indenture
Act of 1939 to control . . . . . . . . . . . . . . . 50

Section 13.09
Indenture may be executed in counterparts. . . . . . 50

Section 13.10
Separability of Indenture provisions . . . . . . . . 50

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

ARTICLE FOURTEEN - SUBORDINATION OF DEBENTURES

Section 14.01
Agreement of Subordination . . . . . . . . . . . . . 51

Section 14.02
Limitations on payments to Debentureholders. . . . . 51

Section 14.03
Payments in bankruptcy . . . . . . . . . . . . . . . 52

Section 14.04
Subrogation of Debentures. . . . . . . . . . . . . . 53

Section 14.05
Authorization by Debentureholders. . . . . . . . . . 54

Section 14.06
Notice to Trustee. . . . . . . . . . . . . . . . . . 54

Section 14.07
Trustee's relation to Senior Indebtedness. . . . . . 55

Section 14.08
Acts of holders of Senior Indebtedness . . . . . . . 55

ACCEPTANCE OF TRUST BY TRUSTEE . . . . . . . . . . . . . . . . 56

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . 56

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . 56

ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . . . 57

THIS INDENTURE, dated as of the 1st day of __________, 1995,
between OHIO POWER COMPANY, a corporation duly organized and
existing under the laws of the State of Ohio (hereinafter sometimes
referred to as the "Company"), and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association organized and existing
under the laws of the United States, as trustee (hereinafter
sometimes referred to as the "Trustee"):

WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the execution and delivery of this Indenture to
provide for the issuance of unsecured 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 as in this Indenture provided, 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 as in this Indenture
provided, the valid, binding and legal obligations of the Company,
and to constitute these presents a valid indenture and agreement
according to its terms, have been done and performed or will be
done and performed prior to the issuance of such 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, of the purchase
and acceptance of the Debentures by the holders thereof and of the
sum of one dollar ($1.00) to it duly paid by the Trustee at the
execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee,
for the equal and proportionate benefit (subject to the provisions
of this Indenture) of the respective holders from time to time of
the 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 hereto shall have the respective meanings
specified in this Section. All other terms used in this Indenture
which are defined in the Trust Indenture Act of 1939, as amended,
or which are by reference in such Act defined in the Securities Act
of 1933, as amended (except as herein otherwise expressly provided
or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this
instrument.

Affiliate:

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

Authenticating Agent:

The term "Authenticating Agent" shall mean an authenticating agent
with respect to all or any of the series of 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.

Board of Directors:

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

Board Resolution:

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

Business Day:

The term "business day", with respect to any series of Debentures,
shall mean 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:

The term "Certificate" shall mean a certificate signed by the
Chairman of the Board, the President, any Vice President, the
Treasurer or any Assistant Treasurer of the Company. The
Certificate need not comply with the provisions of Section 13.06.

Company:

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

Corporate Trust Office:

The term "Corporate Trust Office" shall mean the office of the
Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the
date of the execution of this Indenture is located at The First
National Bank of Chicago, One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126, Attention: Corporate Trust
Administration.

Debenture or Debentures:

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

Debentureholder:

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

Default:

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

Depository:

The term "Depository" shall mean, with respect to 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.

Event of Default:

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

Global Debenture:

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

Governmental Obligations:

The term "Governmental Obligations" shall mean securities that are
(i) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or (ii)
obligations of a person controlled or supervised by and acting as
an agency or instrumentality of the United States 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.

Indenture:

The term "Indenture" shall mean this instrument as originally
executed, or, if amended or supplemented as herein provided, as so
amended or supplemented.

Interest Payment Date:

The term "Interest Payment Date" when used with respect to any
installment of interest on a Debenture of a particular series shall
mean 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.

Officers' Certificate:

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

Opinion of Counsel:

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

Outstanding:

The term "outstanding", when used with reference to Debentures of
any series, shall, subject to the provisions of Section 8.04, mean,
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 monies 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 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.

Predecessor Debenture:

The term "Predecessor Debenture" of any particular Debenture shall
mean 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.

Responsible Officer:

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

Senior Indebtedness:

The term "Senior Indebtedness" of the Company shall mean the
principal of, premium, if any, interest on and any other payment
due pursuant to any of the following, whether outstanding at the
date of execution of this Indenture or thereafter incurred, created
or assumed: (a) all indebtedness of the Company evidenced by notes,
debentures, bonds or other securities sold by the Company for money
or other obligations for money borrowed; (b) all indebtedness of
others of the kinds described in the preceding clause (a) assumed
by or guaranteed in any manner by the Company or in effect
guaranteed by the Company through an agreement to purchase,
contingent or otherwise; (c) all installment purchase agreements
entered into by the Company in connection with air quality
development revenue bonds or other revenue bonds issued by an
agency or political subdivision of a state of the United States of
America; and (d) all renewals, extensions or refundings of
indebtedness of the kinds described in either of the preceding
clauses (a), (b) and (c) unless, in the case of any particular
indebtedness, renewal, extension or refunding, the instrument
creating or evidencing the same or the assumption or guarantee of
the same expressly provides that such indebtedness, renewal,
extension or refunding is not superior in right of payment to or is
pari passu with the Debentures.

Subsidiary:

The term "Subsidiary" shall mean 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.

Trustee:

The term "Trustee" shall mean The First National Bank of Chicago,
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:

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

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

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

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

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

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
indentures 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 or rates 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. Each Debenture shall be dated the date of its
authentication.

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, except that interest
payable on redemption or maturity shall be payable as set forth in
the Officers' Certificate or indenture supplemental hereto
establishing the terms of such series of Debentures.

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
respective 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 a
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 its Chairman of the Board, 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 of
the Board, the 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
facsimile signature of a present or any future Chairman of the
Board, 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 facsimile signature of any person who shall have been a
Chairman of the Board, 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 of the Board, 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
delivered 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
Chairman of the Board, President or any Vice President and its
Treasurer or any Assistant Treasurer, and the Trustee in accordance
with such written order shall authenticate and deliver 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, 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 deliver 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, or other location as
aforesaid, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of
the transferee or transferees a new 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, Section 3.03(b) 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 deliver, 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, and the Trustee
shall authenticate and such office or agency shall deliver 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 deliver, 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 deliver 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 request of the Company, the
Trustee shall deliver to the Company canceled Debentures held by
the Trustee. In the absence of such request the Trustee may
dispose of canceled Debentures in accordance with its standard
procedures and deliver a certificate of disposition to the Company.
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 a Global Debenture, then the Company shall execute and
the Trustee shall, in accordance with Section 2.04, authenticate
and deliver, a Global Debenture which (i) shall represent, and
shall be denominated in an 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 Depository or its nominee,
(iii) shall be delivered by the Trustee to the Depository or
pursuant to the Depository's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise
provided in Section 2.11 of the Indenture, this Debenture may be
transferred, in whole but not in part, only to another nominee of
the Depository or to a successor Depository or to a nominee of such
successor Depository."

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

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

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, 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 (unless the
Trustee shall agree to a shorter period) 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, subject to Section 2.01(10))
of the principal amount of such Debentures of a denomination larger
than $25 (subject as aforesaid), 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 Chairman of
the Board, 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 deliver 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 of 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 an "optional sinking fund payment".
If provided for by the terms of Debentures of any series, the cash
amount of any sinking fund payment may be subject to reduction as
provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of 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 of 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,
which if such series of Debentures is not outstanding as a Global
Debenture, shall be 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
Chairman of the Board, 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 agent to
execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of
this Section:

(1) that it will hold all sums held by it as such agent
for the payment of the principal of (and premium, if any) or
interest on the 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 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 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 11.04, and (ii) the Company
may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or
direct any paying agent to pay, to the Trustee all sums held in
trust by the Company or such paying agent, such sums to be held by
the Trustee upon the same terms and conditions as those upon which
such sums were held by the Company or such paying agent; and, upon
such payment by any paying agent to the Trustee, such paying agent
shall be released from all further liability with respect to such
money.

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

SECTION 4.05. The Company will not, while any of the
Debentures remain outstanding, consolidate with, or merge into, or
merge into itself, or sell or convey all or substantially all of
its property to any other company unless the provisions of Article
Ten hereof are complied with.

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 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 be
furnished such list at any time that the list shall not differ in
any respect from the most recent list furnished to the Trustee by
the Company and (b) at such other times as the Trustee may request
in writing within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;
provided, however, no such list need be furnished for any series
for which the Trustee shall be the 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 (c) of this Section, regardless of the source from which
such information was derived, and that the Trustee shall not be
held accountable by reason of mailing any material pursuant to a
request made under said subsection (c).

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

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

(c) The Company covenants and agrees to transmit by mail,
first class postage prepaid, or reputable over-night delivery
service which provides for evidence of receipt, to the
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 from the principal executive
officer, principal financial officer or principal accounting
officer of the Company 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
Section 310(b) of the Trust Indenture Act;

(3) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the
making thereof) made by the Trustee (as such) which remain
unpaid on the date of such report, and for the reimbursement
of which it claims or may claim a lien or charge, prior to
that of the 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 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 10 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 declaration 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
consecutive days; or an involuntary case shall be commenced
under such Code in respect of the Company and shall continue
undismissed for a period of 90 consecutive days or an order
for relief in such case shall have been entered; or a decree
or order of a court having jurisdiction in the premises shall
have been entered for the appointment on the ground of
insolvency or bankruptcy of a receiver or custodian or
liquidator or trustee or assignee in bankruptcy or insolvency
of the Company or of its property, or for the winding up or
liquidation of its affairs, and such decree or order shall
have remained in force unvacated and unstayed for a period of
90 consecutive days; 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 monies due shall have
been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the 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, 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.

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 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
monies adjudged or decreed to be payable.

(c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition
or other judicial proceedings affecting the Company, any other
obligor on such Debentures, or the creditors or property of either,
the Trustee shall have power to intervene in such proceedings and
take any action therein that may be permitted by the court and
shall (except as may be otherwise provided by law) be entitled to
file such proofs of claim and other papers and documents as may be
necessary or advisable in order to have the claims of the Trustee
and of the holders of 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 monies or other property payable or deliverable on
any such claim, and to distribute the same after the deduction of
the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of the holders of 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 monies 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 monies 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;

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; and

THIRD: To the Company.

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 the 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 the 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, 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, 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 otherwise than by
acceleration and any premium has been deposited with the Trustee
(in accordance with Section 6.01(c))) or a call for redemption of
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 or waived before the giving of such notice (the term
"defaults" for the purposes of this Section being hereby defined to
be the events specified in subsections (1), (2), (3), (4) 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 or analogous fund installment established
with respect to that series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors and/or
Responsible Officers, of the Trustee in good faith determine that
the withholding of such notice is in the interests of the holders
of 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;

(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 the Trustee reasonably believes that
the repayment of such funds or liability is not reasonably
assured to it under the terms of this Indenture or adequate
indemnity against such risk is not reasonably assured to it.

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
(i) to be genuine and (ii) to have been signed or presented by the
proper party or parties;

(b) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board
Resolution or an instrument signed in the name of the Company by
the Chairman of the Board, 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 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 security or
indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
herein contained shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default with respect
to a series of the 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
monies paid over by the Trustee in accordance with any provision of
this Indenture or established pursuant to Section 2.01, or for the
use or application of any monies received by any paying agent other
than the Trustee.

SECTION 7.04. The Trustee or any paying agent or 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 11.04, all
monies received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except
to the extent required by law. The Trustee shall be under no
liability for interest on any monies received by it hereunder
except such as it may agree with the Company to pay thereon.

SECTION 7.06. (a) The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled
to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by
the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and 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 incurred without negligence, willful
misconduct or bad faith on the part of the Trustee and arising out
of or in connection with the acceptance or administration of this
trust, including the reasonable costs and expenses of defending
itself against any claim 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. If the Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions
of, the Trust Indenture Act and this Indenture.

SECTION 7.09. There shall at all times be a Trustee with
respect to the 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 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, or,
subject to the provisions of Section 6.08, unless the Trustee's
duty to resign is stayed as provided herein, any Debentureholder
who has been a bona fide holder of a Debenture or Debentures for at
least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee.
Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor
trustee.

(c) The holders of a majority in aggregate principal amount
of the 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, powers and trusts referred to in paragraph (a) or (b) of
this Section, as the case may be.

(d) No successor trustee shall accept its appointment unless
at the time of such acceptance such successor trustee shall be
qualified 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 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 delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver
the Debentures so authenticated with the same effect as if such
successor Trustee had itself authenticated such Debentures.

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

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 person directly or indirectly controlling or controlled by or
under common control with the Company or any 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 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, 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 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 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 AND SALE

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

SECTION 10.02. (a) In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition and upon the
assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to
the Trustee, of the due and punctual payment of the principal of,
premium, if any, and interest on all of the Debentures of all
series outstanding and the due and punctual performance of all of
the covenants and conditions of this Indenture or established with
respect to each series of the Debentures pursuant to Section 2.01
to be performed by the Company with respect to each series, such
successor corporation shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the
party of the first part, and thereupon the predecessor corporation
shall be relieved of all obligations and covenants under this
Indenture and the Debentures. Such successor corporation thereupon
may cause to be signed, and may issue either in its own name or in
the name of the Company or any other predecessor obligor on the
Debentures, any or all of the Debentures issuable hereunder which
theretofore shall not have been signed by the Company and delivered
to the Trustee; and, upon the order of such successor company,
instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Debentures which previously
shall have been signed and delivered by the officers of the
predecessor Company to the Trustee for authentication, and any
Debentures which such successor corporation thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All
the Debentures so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Debentures theretofore
or thereafter issued in accordance with the terms of this Indenture
as though all of such Debentures had been issued at the date of the
execution hereof.

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

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

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

ARTICLE ELEVEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONIES

SECTION 11.01. If at any time: (a) the Company shall have
delivered to the Trustee for cancellation all Debentures of a
series theretofore authenticated (other than any Debentures which
shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.07 and Debentures for
whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereupon repaid to
the Company or discharged from such trust, as provided in Section
11.04); or (b) the Company shall deposit or cause to be deposited
with the Trustee as trust funds (i) the entire amount in monies or
Governmental Obligations or (ii) a combination of monies and
Governmental Obligations, 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 at
maturity or upon redemption under arrangements satisfactory to the
Trustee for the giving of notice of redemption, all Debentures of
a particular series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and
interest due or to become due to their date of maturity or date
fixed for redemption, as the case may be, and if such deposit shall
be made prior to the stated maturity date of the Debentures of that
series, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the holders of such Debentures will
not recognize gain, loss or income for federal income tax purposes
as a result of the satisfaction and discharge of this Indenture
with respect to such series and such holders will be subject to
federal income taxation on the same amounts and in the same manner
and at the same times as if such satisfaction and discharge had not
occurred, and if the Company shall also pay or cause to be paid all
other sums payable hereunder with respect to such series by the
Company, then this Indenture shall thereupon cease to be of further
effect with respect to such series except for the provisions of
Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the
date of maturity or redemption date, as the case may be, and
Sections 7.06 and 11.04 which shall survive to such date and
thereafter, and the Trustee, on demand of the Company and at the
cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with
respect to such series.

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

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

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

ARTICLE TWELVE

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS

SECTION 12.01. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any 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, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors
as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or
in any of the 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 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, 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 letter box addressed (until another address is filed in
writing by the Company with the Trustee), as follows: Ohio Power
Company, 215 North Front Street, Columbus, Ohio 43215, Attention:
President; with a copy to American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, Attention:
Vice President-Finance. 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.

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 this 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
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 the Indenture to a
direct or indirect wholly owned Subsidiary of the Company; provided
that, in the event of any such assignment, the Company will remain
liable for all such obligations. Subject to the foregoing, this
Indenture is binding upon and inures to the benefit of the parties
thereto and their respective successors and assigns. This Indenture
may not otherwise be assigned by the parties thereto.

ARTICLE FOURTEEN

SUBORDINATION OF DEBENTURES

SECTION 14.01. The Company covenants and agrees, and each
holder of Debentures issued hereunder by his acceptance thereof
likewise covenants and agrees, that all Debentures shall be issued
subject to the provisions of this Article Fourteen; and each holder
of a Debenture, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such
provisions.

The payment of the principal of, premium, if any, and interest
on all Debentures issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and subject in right
of payment to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter
incurred.

No provision of this Article Fourteen shall prevent the
occurrence of any default or Event of Default hereunder.

SECTION 14.02. In the event and during the continuation of any
default in the payment of principal, premium, interest or any other
payment due on any Senior Indebtedness continuing beyond the period
of grace, if any, specified in the instrument evidencing such
Senior Indebtedness, unless and until such default shall have been
cured or waived or shall have ceased to exist, or in the event that
the maturity of any Senior Indebtedness has been accelerated
because of a default, then, in either case, no payment shall be
made by the Company with respect to the principal (including
redemption and sinking fund payments) of, or premium, if any, or
interest on the Debentures.

In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any holder when such payment is
prohibited by the preceding paragraph of this Section 14.02, such
payment shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Senior Indebtedness or
their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests
may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a
trustee) notify the Trustee within 90 days of such payment of the
amounts then due and owing on the Senior Indebtedness and only the
amounts specified in such notice to the Trustee shall be paid to
the holders of Senior Indebtedness.

SECTION 14.03. Upon any payment by the Company, or
distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due or
to become due upon all Senior Indebtedness shall first be paid in
full, or payment thereof provided for in money in accordance with
its terms, before any payment is made on account of the principal
(and premium, if any) or interest on the Debentures; and upon any
such dissolution or winding-up or liquidation or reorganization any
payment by the Company, or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to
which the holders of the Debentures or the Trustee would be
entitled, except for the provisions of this Article Fourteen, shall
by 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 holders of the Debentures 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, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing any Senior
Indebtedness may have been issued, as their respective interests
may appear, to the extent necessary to pay all Senior Indebtedness
in full, in money or money's worth, 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 Debentures or to the Trustee.

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 or the holders of the
Debentures before all Senior Indebtedness is paid in full, or
provision is made for such payment in money 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
Senior Indebtedness or their representative or representatives, or
to the trustee or trustees under any indenture pursuant to which
any instruments evidencing any Senior Indebtedness may have been
issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all
Senior Indebtedness in full in money 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 Fourteen, 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
reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article
Fourteen with respect to the Debentures 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 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 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 for in
Article Ten hereof shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section
14.03 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article Ten hereof. Nothing in Section 14.02
or in this Section 14.03 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.06.

SECTION 14.04. Subject to the payment in full of all Senior
Indebtedness, the rights of 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 premium, if any) 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 would be entitled except
for the provisions of this Article Fourteen, and no payment over
pursuant to the provisions of this Article Fourteen, to or for the
benefit of the holders of Senior Indebtedness by holders of the
Debentures or the Trustee, 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. It is understood that
the provisions of this Article Fourteen are and are intended solely
for the purposes 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 Fourteen 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 premium,
if any) 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 Trustee or the holder of any Debenture from exercising
all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this
Article Fourteen 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 Fourteen, the Trustee, subject to the
provisions of Section 7.01, 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 dissolution,
winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other person making such payment or
distribution, delivered to the Trustee or to the holders of the
Debentures, for the purposes 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 Fourteen.

SECTION 14.05. Each holder of a Debenture by his acceptance
thereof authorizes and directs the Trustee in his behalf to take
such action as may be necessary or appropriate to effectuate the
subordination provided in this Article Fourteen and appoints the
Trustee his attorney-in-fact for any and all such purposes.

SECTION 14.06. The Company shall give prompt written notice to
a Responsible Officer of the Trustee of any fact known to the
Company which would prohibit the making of any payment of monies to
or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article Fourteen.

Notwithstanding the provisions of this Article Fourteen or any
other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which would prohibit
the making of any payment of monies to or by the Trustee in respect
of the Debentures pursuant to the provisions of this Article
Fourteen, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof at the Corporate Trust
Office of the Trustee from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the
provisions of Section 7.01, shall be entitled in all respects to
assume that no such facts exist; provided that if the Trustee shall
not have received the notice provided for in this Section 14.06 at
least two business days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of (or premium, if
any) or interest on any Debenture), then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by
any notice to the contrary which may be received by it within two
business days prior to such date.

The Trustee, subject to the provisions of Section 7.01, 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 or holders. 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 Fourteen, 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 Fourteen, 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 14.07. The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article Fourteen in
respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing
in this Indenture shall deprive the Trustee of any of its rights as
such holder.

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 Fourteen, 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 Section 7.01, 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 money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Fourteen
or otherwise.

SECTION 14.08. 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.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and
from time to time, without the consent of or notice to the Trustee
or the holders of the Debentures, without incurring responsibility
to the holders of the Debentures and without impairing or releasing
the subordination provided in this Article or the obligations
hereunder of the holders of the Debentures to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of,
or renew or alter, Senior Indebtedness, or otherwise amend or
supplement in any manner Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iii) release any person liable in
any manner for the collection of Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against the Company
and any other person.

The First National Bank of Chicago, as Trustee, hereby accepts
the trusts in this Indenture declared and provided, upon the terms
and conditions hereinabove set forth.

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

OHIO POWER COMPANY

By_______________________
Vice President

Attest:

By_______________________
Assistant Secretary

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By________________________
Vice President

Attest:

By_______________________
Trust Officer

State of Ohio }
County of Franklin, } ss:

On this ____ day of __________, 1995, personally appeared
before me, a Notary Public within and for said County in the State
aforesaid, G. P. Maloney and Jeffrey D. Cross, to me known and
known to me to be respectively a Vice President and Assistant
Secretary of OHIO POWER COMPANY, one of the corporations named in
and which executed the foregoing instrument, who severally
acknowledged that they did sign and seal said instrument as such
Vice President and Assistant Secretary for and on behalf of said
corporation and that the same is their free act and deed as such
Vice President and Assistant Secretary, respectively, and the free
and corporate act and deed of said corporation.

In Witness Whereof, I have hereunto set my hand and notarial
seal this ____ day of __________, 1995.

[Notarial Seal]

____________________________
Mary M. Soltesz
Notary Public, State of Ohio
My Commission Expires 7-12-99

State of Illinois }
County of Cook } ss:

Be it remembered, that on this ____ day of __________, 1995,
personally appeared before me the undersigned, a Notary Public
within and for said County and State, THE FIRST NATIONAL BANK OF
CHICAGO, one of the corporations named in and which executed the
foregoing instrument, by R. D. Manella one of its Vice Presidents,
and by Edyie A. Pacella, one of its Trust Officers, to me known and
known by me to be such Vice President and Trust Officer,
respectively, who severally duly acknowledged the signing and
sealing of the foregoing instrument to be their free act and
voluntary deed, and the free act and voluntary deed of each of them
as such Vice President and Trust Officer, respectively, and the
free act and voluntary deed of said corporation, for the uses and
purposes therein expressed and mentioned.

In Witness Whereof, I have hereunto set my hand and notarial
seal this ____ day of __________, 1995.

[Notarial Seal]

____________________________________
Notary Public, State of Illinois
My Commission Expires:

<PAGE> Exhibit 4(b)

OHIO POWER COMPANY

AND

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

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

FIRST SUPPLEMENTAL INDENTURE

Dated as of __________ 1, 1995

INDENTURE

Dated as of __________ 1, 1995

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

_____% Junior Subordinated
Deferrable Interest Debentures,
Series A, Due 2025

FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of
__________, 1995 (the "First Supplemental Indenture"), between OHIO
POWER COMPANY, a corporation duly organized and existing under the
laws of the State of Ohio (hereinafter sometimes referred to as the
"Company"), and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association organized and existing under the laws of the
United States, as trustee (hereinafter sometimes referred to as the
"Trustee") under the Indenture dated as of __________ 1, 1995
between the Company and the Trustee (the "Indenture"); all terms
used and not defined herein are used as defined in the Indenture.

WHEREAS, the Company executed and delivered the Indenture to
the Trustee to provide for the future issuance of its junior
subordinated debentures (the "Debentures"), said Debentures to be
issued from time to time in series as might be determined by the
Company under the Indenture, in an unlimited aggregate principal
amount which may be authenticated and delivered thereunder as in
the Indenture provided; and

WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a new series of its
Debentures to be known as its ____% Junior Subordinated Deferrable
Interest Debentures, Series A, Due 2025 (said series being
hereinafter referred to as the "Series A Debentures"), the form and
substance of such Series A Debentures and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture and
this First Supplemental Indenture; and

WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this First
Supplemental Indenture, and all requirements necessary to make this
First Supplemental Indenture a valid instrument, in accordance with
its terms, and to make the Series A Debentures, when executed by
the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed and
fulfilled, and the execution and delivery hereof have been in all
respects duly authorized;

NOW THEREFORE, in consideration of the purchase and acceptance
of the Series A Debentures by the holders thereof, and for the
purpose of setting forth, as provided in the Indenture, the form
and substance of the Series A Debentures and the terms, provisions
and conditions thereof, the Company covenants and agrees with the
Trustee as follows:

ARTICLE ONE

General Terms and Conditions of
the Series A Debentures

SECTION 1.01. There shall be and is hereby authorized a
series of Debentures designated the "____% Junior Subordinated
Deferrable Interest Debentures, Series A, Due 2025", limited in
aggregate principal amount to $85,000,000, which amount shall be as
set forth in any written order of the Company for the
authentication and delivery of Series A Debentures pursuant to
Section 2.01 of the Indenture. The Series A Debentures shall
mature and the principal shall be due and payable together with all
accrued and unpaid interest thereon on ____________, 2025, and
shall be issued in the form of registered Series A Debentures
without coupons.

SECTION 1.02. Except as provided in Section 2.11(c) of the
Indenture, the Series A Debentures shall be issued initially in the
form of a Global Debenture in an aggregate principal amount equal
to all outstanding Series A Debentures, to be registered in the
name of the Depository, or its nominee, and delivered by the
Trustee to the Depository for crediting to the accounts of its
participants pursuant to the instructions of the Company. The
Company shall execute a Global Debenture in such aggregate
principal amount and deliver the same to the Trustee for
authentication and delivery as hereinabove and in the Indenture
provided. Payments on the Series A Debentures issued as a Global
Debenture will be made to the Depository. The Depository for the
Series A Debentures shall be The Depository Trust Company, New
York, New York.

SECTION 1.03. If, pursuant to the provisions of Section
2.11(c) of the Indenture, the Series A Debentures are issued in
certificated form, principal, premium, if any, and interest on the
Series A Debentures will be payable, the transfer of such Series A
Debentures will be registrable and such Series A Debentures will be
exchangeable for Series A Debentures bearing identical terms and
provisions at the office or agency of the Company only upon
surrender of such certificated Series A Debenture and such other
documents as required by the Indenture; provided, however, that
payment of interest may be made at the option of the Company by
check mailed to the registered holder at such address as shall
appear in the Debenture Register.

SECTION 1.04. Each Series A Debenture shall bear interest at
the rate of _____% per annum from the original date of issuance
until the principal thereof becomes due and payable, and on any
overdue principal and (to the extent that payment of such interest
is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum, payable (subject to the
provisions of Article Three hereof) quarterly in arrears on each
March 31, June 30, September 30 and December 31 (each, an "Interest
Payment Date"), commencing on December 31, 1995. Interest (other
than interest payable on redemption or maturity) shall be payable
to the person in whose name such Series A Debenture or any
predecessor Series A Debenture is registered at the close of
business on the regular record date for such interest installment.
The regular record date for such interest installment shall be the
close of business on the business day next preceding that Interest
Payment Date; except that if, pursuant to the provisions of Section
2.11(c) of the Indenture, the Series A Debentures are no longer
represented by a Global Debenture, the regular record date for such
interest installment shall be the close of business on the March
15, June 15, September 15 or December 15 (whether or not a business
day) next preceding the Interest Payment Date. Interest payable on
redemption or maturity shall be payable to the person to whom the
principal is paid. Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to
the registered holders on such regular record date, and may be paid
to the person in whose name the Series A Debenture (or one or more
Predecessor Debentures) is registered at the close of business on
a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the
registered holders of the Series A Debentures not less than 10 days
prior to such special record date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Series A Debentures may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.

The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on the Series A
Debentures is not a business day, then payment of interest payable
on such date will be made on the next succeeding day which is a
business day (and without any interest or other payment in respect
of any such delay), except that, if such business day is in the
next succeeding calendar year, such payment shall be made on the
immediately preceding business day, in each case with the same
force and effect as if made on such date.

ARTICLE TWO

Redemption of the Series A Debentures

SECTION 2.01. Subject to the terms of Article Three of the
Indenture, the Company shall have the right to redeem the Series A
Debentures, in whole or in part, from time to time, at the time and
redemption price set forth in the form of Debenture contained in
Exhibit A hereto. Any redemption pursuant to this Section will be
made upon not less than 30 nor more than 60 days' notice. If the
Series A Debentures are only partially redeemed pursuant to this
Section, the Debentures will be redeemed pro rata or by lot or by
any other method utilized by the Trustee; provided, that if at the
time of redemption, the Series A Debentures are registered as a
Global Debenture, the Depository shall determine by lot the
principal amount of such Series A Debentures held by each Series A
Debentureholder to be redeemed.

ARTICLE THREE

Extension of Interest Payment Period

SECTION 3.01. The Company shall have the right, at any time
during the term of the Series A Debentures, from time to time to
extend the interest payment period of such Series A Debentures for
up to 20 consecutive quarters (the "Extended Interest Payment
Period"), at the end of which period the Company shall pay all
interest accrued and unpaid thereon (together with interest thereon
compounded quarterly at the rate specified for the Series A
Debentures to the extent permitted by applicable law); provided
that, during such Extended Interest Payment Period, the Company
shall not declare or pay any dividend on, or purchase, acquire or
make a liquidation payment with respect to, any of its capital
stock or make any guarantee payments with respect to the foregoing.
Prior to the termination of any such Extended Interest Payment
Period, the Company may further extend such period, provided that
such period together with all such previous and further extensions
thereof shall not exceed 20 consecutive quarters or extend beyond
the maturity of the Series A Debentures. Upon the termination of
any Extended Interest Payment Period and upon the payment of all
accrued and unpaid interest then due, the Company may select a new
Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an
Extended Interest Payment Period, except at the end thereof.

SECTION 3.02. (a) The Company shall give the holders of the
Series A Debentures and the Trustee written notice of its selection
of such Extended Interest Payment Period at least 10 business days
prior to the earlier of (i) the next succeeding Interest Payment
Date or (ii) the date the Company is required to give notice to
holders of the Series A Debentures (or, if applicable, to the New
York Stock Exchange or other applicable self-regulatory
organization), of the record or payment date of such interest
payment, but in any event not less than two business days prior to
such record date.

(b) The quarter in which any notice is given pursuant to
paragraph (a) of this Section shall constitute one of the 20
quarters which comprise the maximum Extended Interest Payment
Period.

ARTICLE FOUR

Form of Series A Debenture

SECTION 4.01. The Series A Debentures and the Trustee's
Certificate of Authentication to be endorsed thereon are to be
substantially in the form of Exhibit A hereto.

ARTICLE FIVE

Original Issue of Series A Debentures

SECTION 5.01. Series A Debentures in the aggregate principal
amount of $85,000,000 may, upon execution of this First
Supplemental Indenture, or from time to time thereafter, be
executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and
deliver said Debentures to or upon the written order of the
Company, signed by its Chairman of the Board, its President, or any
Vice President and its Treasurer or an Assistant Treasurer, without
any further action by the Company.

ARTICLE SIX

Covenant of the Company

SECTION 6.01. The Company will not declare or pay any
dividend on, or purchase, acquire or make a distribution or
liquidation payment with respect to, any of its capital stock, or
make any guarantee payments with respect thereto, if at such time
(i) there shall have occurred and be continuing any Event of
Default under the Indenture or (ii) the Company shall have given
notice of its selection of an Extended Interest Payment Period and
such period, or any extension thereof, shall be continuing.

ARTICLE SEVEN

Miscellaneous Provisions

SECTION 7.01. Except as otherwise expressly provided in this
First Supplemental Indenture or in the form of Series A Debenture
or otherwise clearly required by the context hereof or thereof, all
terms used herein or in said form of Series A Debenture that are
defined in the Indenture shall have the several meanings
respectively assigned to them thereby.

SECTION 7.02. The Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and confirmed,
and this First Supplemental Indenture shall be deemed part of the
Indenture in the manner and to the extent herein and therein
provided.

SECTION 7.03. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this First
Supplemental Indenture.

SECTION 7.04. This First Supplemental 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.

IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, on the date or
dates indicated in the acknowledgments and as of the day and year
first above written.

OHIO POWER COMPANY

By: __________________________
Vice President

Attest:

_________________________
Assistant Secretary

THE FIRST NATIONAL BANK OF CHICAGO
as Trustee

By: __________________________
Vice President

Attest:

_________________________
Trust Officer

State of Ohio }
County of Franklin, } ss:

On this ____ day of __________, 1995, personally appeared
before me, a Notary Public within and for said County in the State
aforesaid, G. P. Maloney and Jeffrey D. Cross, to me known and
known to me to be respectively Vice President and Assistant
Secretary of OHIO POWER COMPANY, one of the corporations named in
and which executed the foregoing instrument, who severally
acknowledged that they did sign and seal said instrument as such
Vice President and Assistant Secretary for and on behalf of said
corporation and that the same is their free act and deed as such
Vice President and Assistant Secretary, respectively, and the free
and corporate act and deed of said corporation.

In Witness Whereof, I have hereunto set my hand and notarial
seal this ____ day of __________, 1995.

[Notarial Seal]

_____________________
Name: Mary M. Soltesz
Notary Public, State of Ohio
My Commission Expires 7-12-99

State of }
County of } ss:

Be it remembered, that on this ______ day of __________, 1995,
personally appeared before me the undersigned, a Notary Public
within and for said County and State, THE FIRST NATIONAL BANK OF
CHICAGO, one of the corporations named in and which executed the
foregoing instrument, by R. D. Manella, one of its Vice Presidents,
and by Eydie A. Pacella, one of its Trust Officers, to me known and
known by me to be such Vice President and Trust Officer,
respectively, who severally duly acknowledged the signing and
sealing of the foregoing instrument to be their free act and
voluntary deed, and the free act and voluntary deed of each of them
as such Vice President and Trust Officer, respectively, and the
free act and voluntary deed of said corporation, for the uses and
purposes therein expressed and mentioned.

In Witness Whereof, I have hereunto set my hand and notarial
seal this ______ day of __________, 1995.

[Notarial Seal]

_____________________
Name:
Notary Public, State of ____________
My Commission Expires_______________

Exhibit A

(FORM OF FACE OF DEBENTURE)

[IF THE SERIES A DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT
- - This Debenture is a Global Debenture within the meaning of the
Indenture hereinafter referred to and is registered in the name of
a Depository or a nominee of a Depository. This Debenture is
exchangeable for Debentures registered in the name of a person
other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this
Debenture (other than a transfer of this Debenture as a whole by
the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

Unless this Debenture is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration of
transfer, exchange or payment, and any Debenture issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC and any payment
hereon is made to Cede & Co., or to such other entity as is
requested by an authorized representative of DTC, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.]

No. ____________ $___________

CUSIP No.

OHIO POWER COMPANY

____% JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE,
SERIES A, DUE 2025

OHIO POWER COMPANY, a corporation duly organized and existing
under the laws of the State of Ohio (herein referred to as the
"Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to ______________ or registered assigns, the
principal sum of ______________ Dollars on ____________, 2025, and
to pay interest on said principal sum from September __, 1995 or
from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein)
in arrears on each March 31, June 30, September 30 and December 31
commencing December 31, 1995 at the rate of _____% per annum until
the principal hereof shall have become due and payable, and on any
overdue principal and premium, if any, and (without duplication and
to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same
rate per annum during such overdue period. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this
Debenture is not a business day, then payment of interest payable
on such date will be made on the next succeeding day which is a
business day (and without any interest or other payment in respect
of any such delay), except that, if such business day is in the
next succeeding calendar year, such payment shall be made on the
immediately preceding business day, in each case with the same
force and effect as if made on such date. The interest installment
so payable, and punctually paid or duly provided for, on any
Interest Payment Date (other than interest payable on redemption or
maturity) will, as provided in the Indenture, be paid to the person
in whose name this Debenture (or one or more Predecessor
Debentures, as defined in said Indenture) is registered at the
close of business on the regular record date for such interest
installment, [which shall be the close of business on the business
day next preceding such Interest Payment Date.] [IF PURSUANT TO
THE PROVISIONS OF SECTION 2.11(C) OF THE INDENTURE THE SERIES A
DEBENTURES ARE NO LONGER REPRESENTED BY A GLOBAL DEBENTURE -- which
shall be the close of business on the March 15, June 15, September
15 or December 15 (whether or not a business day) next preceding
such Interest Payment Date.] Interest payable on redemption or
maturity shall be payable to the person to whom the principal is
paid. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered
holders on such regular record date, and may be paid to the person
in whose name this Debenture (or one or more Predecessor
Debentures) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered
holders of this series of Debentures not less than 10 days prior to
such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures may be listed, and upon
such notice as may be required by such exchange, all as more fully
provided in the Indenture. The principal of (and premium, if any)
and the interest on this Debenture shall be payable at the office
or agency of the Company maintained for that purpose, in any coin
or currency of the United States of America which at the time of
payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered holder at
such address as shall appear in the Debenture Register.

Payment of the principal of, premium, if any, and interest on
this Debenture is, to the extent provided in the Indenture,
subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture,
and this Debenture is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Debenture, by
accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all
such purposes. Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by
each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon
said provisions.

This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory
for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.

Unless the Certificate of Authentication hereon has been
executed by the Trustee or a duly appointed Authentication Agent
referred to on the reverse side hereof, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Instrument to
be executed.

Dated ____________________

OHIO POWER COMPANY

By_______________________

Attest:

By____________________

(FORM OF CERTIFICATE OF AUTHENTICATION)

CERTIFICATE OF AUTHENTICATION

This is one of the Debentures of the series of Debentures
described in the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF CHICAGO
as Trustee or as Authentication Agent

By__________________________
Authorized Signatory

(FORM OF REVERSE OF DEBENTURE)

This Debenture is one of a duly authorized series of
Debentures of the Company (herein sometimes referred to as the
"Debentures"), specified in the Indenture, all issued or to be
issued in one or more series under and pursuant to an Indenture
dated as of __________ 1, 1995 duly executed and delivered between
the Company and The First National Bank of Chicago, a national
banking association organized and existing under the laws of
the United States, as Trustee (herein referred to as the
"Trustee"), as supplemented by the First Supplemental Indenture
dated as of __________ 1, 1995 between the Company and the Trustee
(said Indenture as so supplemented being hereinafter referred to as
the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders
of the Debentures. By the terms of the Indenture, the Debentures
are issuable in series which may vary as to amount, date of
maturity, rate of interest and in other respects as in the
Indenture provided. This series of Debentures is limited in
aggregate principal amount as specified in said First Supplemental
Indenture.

Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem this Debenture at the option
of the Company, without premium or penalty, in whole or in part at
any time on or after ___________, 2000 (an "Optional Redemption"),
at a redemption price equal to 100% of the principal amount plus
any accrued but unpaid interest to the date of such redemption (the
"Optional Redemption Price"). Any redemption pursuant to this
paragraph will be made upon not less than 30 nor more than 60 days'
notice, at the Optional Redemption Price. If the Debentures are
only partially redeemed by the Company pursuant to an Optional
Redemption, the Debentures will be redeemed pro rata or by lot or
by any other method utilized by the Trustee; provided that if at
the time of redemption, the Debentures are registered as a Global
Debenture, the Depository shall determine by lot the principal
amount of such Debentures held by each Debentureholder to be
redeemed.

In the event of redemption of this Debenture in part only, a
new Debenture or Debentures of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.

In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the
Debentures may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by the
Company with certain conditions set forth therein.

The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Debentures of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders
of the Debentures; 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 then outstanding and
affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount
of the Debentures of all series at the time outstanding affected
thereby, on behalf of the Holders of the Debentures of such series,
to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to
the Indenture 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 such series. Any such
consent or waiver by the registered Holder of this Debenture
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners
of this Debenture and of any Debenture issued in exchange herefor
or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.

No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Debenture at
the time and place and at the rate and in the money herein
prescribed.

The Company shall have the right at any time during the term
of the Debentures, from time to time to extend the interest payment
period of such Debentures for up to 20 consecutive quarters (the
"Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together
with interest thereon compounded quarterly at the rate specified
for the Debentures to the extent that payment of such interest is
enforceable under applicable law); provided that, during such
Extended Interest Payment Period the Company shall not declare or
pay any dividend on, or purchase, acquire or make a liquidation
payment with respect to, any of its capital stock, or make any
guarantee payments with respect thereto. Prior to the termination
of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that
such Period together with all such previous and further extensions
thereof shall not exceed 20 consecutive quarters or extend beyond
the maturity of the Debentures. At the termination of any such
Extended Interest Payment Period and upon the payment of all
accrued and unpaid interest and any additional amounts then due,
the Company may select a new Extended Interest Payment Period.

As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by
the registered holder hereof on the Debenture Register of the
Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Company accompanied by a
written instrument or instruments of transfer in form satisfactory
to the Company or the Trustee duly executed by the registered
Holder hereof or his or her attorney duly authorized in writing,
and thereupon one or more new Debentures of authorized
denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees.
No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any
Debenture Registrar may deem and treat the registered Holder hereof
as the absolute owner hereof (whether or not this Debenture shall
be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal
hereof and premium, if any, and interest due hereon 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.

No recourse shall be had for the payment of the principal of
or the interest on this Debenture, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

[The Debentures of this series are issuable only in registered
form without coupons in denominations of $25 and any integral
multiple thereof.] [This Global Debenture is exchangeable for
Debentures in definitive form only under certain limited
circumstances set forth in the Indenture. Debentures of this
series so issued are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof.]
As provided in the Indenture and subject to certain limitations
[herein and] therein set forth, Debentures of this series [so
issued] are exchangeable for a like aggregate principal amount of
Debentures of this series of a different authorized denomination,
as requested by the Holder surrendering the same.

All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)

_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Debenture and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Debenture on the books of the Issuer, with full
________________________________________________________________
power of substitution in the premises.

Dated: ______________________ ____________________________

NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Debenture in
every particular, without alteration or enlargement or
any change whatever and NOTICE: Signature(s) must be
guaranteed by a financial institution that is a member of
the Securities Transfer Agents Medallion Program
("STAMP"), the Stock Exchange Medallion Program ("SEMP")
or the New York Stock Exchange, Inc. Medallion Signature
Program ("MSP").

<PAGE> Exhibit 5

October 2, 1995

Ohio Power Company
301 Cleveland, Avenue, S.W.
Canton, Ohio 44702

Dear Sirs:

With respect to the Registration Statement on Form S-3 of Ohio Power
Company (hereinafter called the "Company") relating to the issuance and
sale by the Company of its Junior Subordinated Debentures (hereinafter
called the "Junior Subordinated Debentures"), we wish to advise you as
follows.

We are of the opinion that, when the steps mentioned in the next
paragraph below have been taken, the Junior Subordinated Debentures will
be valid, legal and binding obligations of the Company, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors'
rights generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.

The steps to be taken which are referred to in the next preceding
paragraph consist of the following:

(1) Appropriate definitive action by the Board of Directors
of the Company with respect to the proposed transaction set forth in
said Registration Statement;

(2) Appropriate action by and before The Public Utilities
Commission of Ohio in respect of the proposed transaction set forth
in said Registration Statement;

(3) Compliance with the Securities Act of 1933, as amended,
and with the Trust Indenture Act of 1939, as amended; and

(4) Issuance and sale of the Junior Subordinated Debentures
by the Company in accordance with the governmental and corporate
authorizations aforesaid.

Insofar as this opinion relates to matters governed by laws of the
State of New York and the Federal law of the United States, this firm has
consulted, and may consult further, with local counsel in which this firm
has confidence and will rely, as to such matters, upon such opinions or
advice of such counsel which will be delivered to this firm prior to the
closing of the sale of the Junior Subordinated Debentures.

We consent to the filing of this opinion as an exhibit to said
Registration Statement and to the use of our name and the inclusion of the
statements in regard to us set forth in said Registration Statement under
the caption "Legal Opinions".

Very truly yours,

/s/ Simpson Thacher & Bartlett

SIMPSON THACHER & BARTLETT

<PAGE> Exhibit 8

October 2, 1995

Ohio Power Company
301 Cleveland Avenue, S.W.
Canton, Ohio 44702

Dear Sirs:

We have acted as special United States tax counsel to
Ohio Power Company (the "Company") in connection with the
preparation and filing of the Registration Statement on Form
S-3 filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, in respect of
Junior Subordinated Debentures to be offered by the Company.
In that connection, we have given the opinions contained in
the section entitled "Certain United States Federal Income Tax
Consequences" in the Registration Statement and related
prospectuses.

We hereby confirm that our opinions referenced in this
letter are accurate and hereby consent to the filing of this
letter as an Exhibit to the Registration Statement and to the
use of our name in the section entitled "Certain United States
Federal Income Tax Consequences" in the Registration Statement
and related prospectuses.

We do not express any opinion herein concerning any law
other than the federal law of the United States.

Very truly yours,

/s/ Simpson Thacher & Bartlett

SIMPSON THACHER & BARTLETT

<PAGE> Exhibit 23(a)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of Ohio Power Company on Form S-3 of our
reports dated February 21, 1995, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Ohio Power Company
for the year ended December 31, 1994 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.

Deloitte & Touche LLP
Columbus, Ohio
October 2, 1995

<PAGE> Exhibit 24

OHIO POWER COMPANY

I, John B. Shinnock, Assistant Secretary of OHIO POWER
COMPANY, HEREBY CERTIFY that the following constitutes a true and
exact copy of the resolutions duly adopted by the affirmative vote
of a majority of the Board of Directors of said Company at a meeting
of said Board duly and legally held on September 28, 1995, at which
meeting a quorum of the Board of Directors of said Company was
present and voting throughout. I further certify that said
resolutions have not been altered, amended or rescinded, and that
they are presently in full force and effect.
GIVEN under my hand this 2nd day of October, 1995.

_/s/ John B. Shinnock_____
Assistant Secretary

OHIO POWER COMPANY
September 28, 1995

The Chairman outlined a proposed financing program of the
Company involving the issuance and sale through September 30, 1996,
either at competitive bidding or through a private or public offering
with one or more agents or underwriters, of up to $425,000,000
aggregate principal amount of secured or unsecured promissory notes,
in one or more new series, each series to have a maturity of not more
than fifty years (the "Debt Securities"). The Debt Securities may
be issued in the form of First Mortgage Bonds, senior or subordinated
debentures (including junior subordinated debentures) or other
promissory notes.

The Chairman stated that the proceeds received in
connection with the proposed sale of Debt Securities would be used
to refund directly or indirectly or pay at maturity long-term debt
or cumulative preferred shares or for other corporate purposes.

Thereupon, on motion duly made and seconded, it was
unanimously

RESOLVED, that the proposed financing program of this
Company, as outlined at this meeting, be, and the same
hereby is, in all respects ratified, confirmed and
approved; and further

RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to take all steps
necessary, or in their opinion desirable, to carry out the
financing program outlined at this meeting.

The Chairman informed the meeting that an Application had
been filed with The Public Utilities Commission of Ohio in connection
with the proposed financing program. He further reported that it
would be necessary to file one or more Registration Statements
pursuant to the applicable provisions of the Securities Act of 1933,
as amended, and to take appropriate action to qualify or register
the Debt Securities for sale in various jurisdictions.

Thereupon, on motion duly made and seconded, it was
unanimously

RESOLVED, that with respect to the proposed financing
program approved at this meeting, the actions taken by the
officers of this Company in connection with the execution
and filing on behalf of the Company of an Application with
The Public Utilities Commission of Ohio, be, and they
hereby are, ratified, confirmed and approved in all
respects; and further

RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to execute and file
with the Securities and Exchange Commission on behalf of
the Company one or more Registration Statements pursuant
to the applicable provisions of the Securities Act of
1933, as amended; and further

RESOLVED, that it is desirable and in the best
interest of the Company that the Debt Securities be
qualified or registered for sale in various jurisdictions;
that the Chairman of the Board, the President or any Vice
President and the Secretary or an Assistant Secretary
hereby are authorized to determine the jurisdictions in
which appropriate action shall be taken to qualify or
register for sale all or such part of the Debt Securities
of the Company as said officers may deem advisable; that
said officers are hereby authorized to perform on behalf
of the Company any and all such acts as they may deem
necessary or advisable in order to comply with the
applicable laws of any such jurisdictions, and in
connection therewith to execute and file all requisite
papers and documents, including, but not limited to,
applications, reports, surety bonds, irrevocable consents
and appointments of attorneys for service of process; and
the execution by such officers of any such paper or
document or the doing by them of any act in connection
with the foregoing matters shall conclusively establish
their authority therefor from the Company and the approval
and ratification by the Company of the papers and
documents so executed and the action so taken; and further

RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized and directed to take
any and all further action in connection therewith,
including the execution and filing of such amendment or
amendments, supplement or supplements and exhibit or
exhibits thereto as the officers of this Company may deem
necessary or desirable.

The Chairman then stated that, in connection with the
filing with the Securities and Exchange Commission of one or more
Registration Statements relating to the proposed issuance and sale
of up to $425,000,000 of Debt Securities, there is to be filed with
the Commission a Power of Attorney, dated September 28, 1995,
executed by the officers and directors of this Company appointing
true and lawful attorneys to act in connection with the filing of
such Registration Statement(s) and any and all amendments thereto.

Thereupon, on motion duly made and seconded, the following
preambles and resolutions were unanimously adopted:

WHEREAS, Ohio Power Company proposes to file with the
Securities and Exchange Commission one or more
Registration Statements for the registration pursuant to
the applicable provisions of the Securities Act of 1933,
as amended, of up to $425,000,000 aggregate principal
amount of Debt Securities in one or more new series, each
series to have a maturity of not more than fifty years;
and

WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the Securities and
Exchange Commission a Power of Attorney, dated September
28, 1995, executed by certain of the officers and
directors of this Company appointing E. Linn Draper, Jr.,
G. P. Maloney, Bruce M. Barber and Armando A. Pena, or any
one of them, their true and lawful attorneys, with the
powers and authority set forth in said Power of Attorney;

NOW, THEREFORE, BE IT

RESOLVED, that each and every one of said officers
and directors be, and they hereby are, authorized to
execute said Power of Attorney; and further

RESOLVED, that any and all action hereafter taken by
any of said named attorneys under said Power of Attorney
be, and the same hereby is, ratified and confirmed and
that said attorneys shall have all the powers conferred
upon them and each of them by said Power of Attorney; and
further

RESOLVED, that said Registration Statement(s) and any
amendments thereto, hereafter executed by any of said
attorneys under said Power of Attorney be, and the same
hereby are, ratified and confirmed as legally binding upon
this Company to the same extent as if the same were
executed by each said officer and director of this Company
personally and not by any of said attorneys.

The Chairman further stated to the meeting that it was
proposed to designate independent counsel for the successful bidder
or bidders and/or agents or underwriters of the Company for any new
series of Debt Securities to be issued and sold with respect to the
proposed financing program of the Company.

Thereupon, on motion duly made and seconded, it was
unanimously

RESOLVED, that Dewey Ballantine be, and said firm
hereby is, designated as independent counsel for the suc-
cessful bidder or bidders and/or agents or underwriters
of the Company for any new series of Debt Securities
proposed to be issued and sold in connection with the
proposed financing program of this Company.

The Chairman related that the Company had negotiated a form
of Underwriting Agreement (the "Underwriting Agreement") with certain
underwriters, expected to be managed by Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Dean Witter Reynolds Inc., Prudential
Securities Inc., Lehman Brothers and Paine Webber Incorporated
(collectively, the "Underwriters"), under which the Underwriters will
purchase up to $85,000,000 aggregate principal amount of Junior
Subordinated Deferrable Interest Debentures, Series A, having an
interest rate and maturity to be determined (the "Debentures"). The
price at which the Underwriters will purchase the Debentures has not
yet been determined. The Chairman then recommended that the Board
authorize the appropriate officers of the Company to enter into the
Underwriting Agreement, which was then presented to the meeting, and
determine the purchase price of the Debentures, provided that the
price shall not be less than 95%, including compensation to the
Underwriters of no more than 3.5%, of the aggregate principal amount
of the Debentures.

Thereupon, it was, on motion duly made and seconded,
unanimously

RESOLVED, that the form, terms and provisions of the
Underwriting Agreement among the Company and the
Underwriters, a copy of which has been submitted to this
meeting, be, and the same hereby are, in all respects
approved; and further

RESOLVED, that, subject to the approval of all
governmental agencies having jurisdiction in the premises,
the Chairman of the Board, the President or any Vice
President of this Company be, and each of them hereby is,
authorized to execute and deliver in the name and on
behalf of this Company, the Underwriting Agreement in
substantially the form of such agreement submitted to this
meeting, with such insertions therein and changes thereto
as shall be approved by the officer executing the same,
such execution to be conclusive evidence of such approval,
provided that the purchase price of the Debentures shall
not be less than 95%, including compensation to the
Underwriters of no more than 3.5%, of the aggregate
principal amount of the Debentures; and further

RESOLVED, that the proper officers of the Company be,
and they hereby are, authorized to execute and deliver
such other documents and instruments, and to do such other
acts and things, that in their judgment may be necessary
or desirable in connection with the transactions
authorized in the foregoing resolutions.

The Chairman advised the meeting that it was necessary for
the Board of Directors of this Company to authorize the execution
and delivery of an Indenture to be entered into between the Company
and The First National Bank of Chicago (the "Indenture") to provide
for the issuance of unsecured junior subordinated debentures, in an
unlimited aggregate principal amount to be issued from time to time
in one or more series. Payments on the Debentures will be
subordinate to the prior payment in full of all Senior Indebtedness.

Thereupon, it was, on motion duly made and seconded, unanimously

RESOLVED, that the Chairman of the Board, the
President or any Vice President, and the Secretary or any
Assistant Secretary be, and they hereby are, authorized
to execute and deliver the Indenture in substantially the
form of such Indenture submitted to this meeting, with
such insertions therein and changes thereto as shall be
approved by the officer executing the same, such execution
to be conclusive evidence of such approval.

The Chairman next stated that, in connection with the sale
of the Debentures to the Underwriters, it was necessary that the
Board of Directors of this Company authorize the execution and
delivery of a First Supplemental Indenture to the Indenture between
the Company and The First National Bank of Chicago (the "Supplemental
Indenture"), the form of which was presented to the meeting. The
Debentures will be created under the Supplemental Indenture and will
also allow the Company to defer payment of interest for up to 5
years. The interest rate, maturity and certain other terms have not
yet been determined. The Chairman then recommended that the Board
authorize the appropriate officers of the Company to create the
Debentures and specify the interest rate, maturity, redemption
provisions and other terms at the time of creation with the interest
rate not to exceed 10% and the maturity not to exceed 50 years.

Thereupon, it was, on motion duly made and seconded,
unanimously

RESOLVED, that the Chairman of the Board, the
President or any Vice President, the Treasurer or any
Assistant Treasurer and the Secretary or any Assistant
Secretary be, and they hereby are, authorized to create
up to $85,000,000 aggregate principal amount of Debentures
to be issued under the Indenture and the Supplemental
Indenture, in substantially the form presented to this
meeting, to be designated and to be distinguished from
debentures of all other series by the title "______%
Junior Subordinated Deferrable Interest Debentures, Series
A, Due ____________", and to specify the interest rate,
maturity, redemption provisions and other terms, at the
time of creation thereof with the interest rate not to
exceed 10% per annum and the maturity not to exceed 50
years; and further

RESOLVED, that the Chairman of the Board, the
President or any Vice President, the Treasurer or any
Assistant Treasurer, the Secretary or any Assistant
Secretary be, and they hereby are, authorized and directed
to execute and deliver, under the seal of and on behalf
of this Company, the Supplemental Indenture, specifying
the designation, terms, redemption provisions and other
provisions of the Debentures and providing for the
creation of the Debentures, such instrument to be
substantially in the form presented to this meeting, with
such insertions therein and changes thereto as shall be
approved by the officer executing the same, such execution
to be conclusive evidence of such approval; that The First
National Bank of Chicago is hereby requested to join in
the execution of the Supplemental Indenture, as Trustee;
and further

RESOLVED, that the terms and provisions of the
Debentures and the form of the registered Debentures and
of the Trustee's Authentication Certificate be, and they
hereby are, established as provided in the form of the
Supplemental Indenture, with such changes as may be
required upon the establishment of the further terms
thereof by the appropriate officers of the Company as
herein authorized; and further

RESOLVED, that the registered Debentures shall be
substantially in the form set forth in the form of
Supplemental Indenture approved at this meeting; and
further

RESOLVED, that, subject to the approval of all
governmental agencies having jurisdiction in the premises,
the Chairman of the Board, the President or any Vice
President and the Secretary or any Assistant Secretary of
this Company be, and they hereby are, authorized and
directed to execute under the seal of this Company in
accordance with the provisions of the Indenture (the
signatures of such officers to be effected either manually
or by facsimile, in which case such facsimile is hereby
adopted as the signature of such officer thereon), and to
deliver to The First National Bank of Chicago, as Trustee
under the Indenture, the Debentures in the aggregate
principal amount of up to $85,000,000 as definitive fully
registered bonds without coupons in denominations of $25
or integral multiples thereof; and further

RESOLVED, that if any authorized officer of this
Company who signs, or whose facsimile signature appears
upon, any of the Debentures ceases to be such an officer
prior to their issuance, the Debentures so signed or
bearing such facsimile signature shall nevertheless be
valid; and further

RESOLVED, that, subject as aforesaid, The First
National Bank of Chicago, as such Trustee, be, and it
hereby is, requested to authenticate, by the manual
signature of an authorized officer of such Trustee, the
Debentures and to deliver the same from time to time in
accordance with the written order of this Company signed
in the name of this Company by its Chairman, President or
one of its Vice Presidents and its Treasurer or one of its
Assistant Treasurers; and further

RESOLVED, that John F. Di Lorenzo, Jr. of Upper
Arlington, Ohio, Jeffrey D. Cross of Worthington, Ohio,
Ann B. Graf of Columbus, Ohio, John M. Adams, Jr. of
Worthington, Ohio and Thomas G. Berkemeyer of Hilliard,
Ohio, attorneys and employees of American Electric Power
Service Corporation, an affiliate of this Company, be, and
each of them hereby is, appointed Counsel to render any
Opinion of Counsel required by of the Indenture in
connection with the authentication and delivery of the
Debentures; and further

RESOLVED, that the office of The First National Bank
of Chicago, One First National Plaza, Suite 0126, Chicago,
Illinois, be, and it hereby is, designated as the office
or agency of this Company, in accordance with Section 4.02
of the Indenture, for the payment of the principal of and
the interest on the Debentures, for the registration,
transfer and exchange of Debentures and for notices or
demands to be served on the Company with respect to the
Debentures; and further

RESOLVED, that The First National Bank of Chicago,
be, and it hereby is, appointed the withholding agent and
attorney of this Company for the purpose of withholding
any and all taxes required to be withheld by the Company
under the Federal revenue acts from time to time in force
and the Treasury Department regulations pertaining
thereto, from interest paid from time to time on the
Debentures, and is hereby authorized and directed to make
any and all payments and reports and to file any and all
returns and accompanying certificates with the Federal
Government which it may be permitted or required to make
or file as such agent under any such revenue act and/or
Treasury Department regulation pertaining thereto; and
further

RESOLVED, that the officers of this Company be, and
they hereby are, authorized and directed to effect
transfers and exchanges of the Debentures, pursuant to
Section 2.05 of the Indenture without charging a sum for
any Debenture issued upon any such transfer or exchange
other than a charge in connection with each such transfer
or exchange sufficient to cover any tax or other
governmental charge in relation thereto; and further

RESOLVED, that The First National Bank of Chicago be,
and it hereby is, appointed as Debenture Registrar in
accordance with Section 2.05(b) of the Indenture; and
further

RESOLVED, that the officers of the Company be, and
they hereby are, authorized and directed to execute such
instruments and papers and to do any and all acts as to
them may seem necessary or desirable to carry out the
purposes of the foregoing resolutions.

The Chairman indicated to the meeting that it may be
desirable that the Debentures be listed on the New York Stock
Exchange and in connection with any such application, to register
the Debentures under the Securities Exchange Act of 1934. In this
connection, he presented a form of indemnity agreement to be executed
and delivered by this Company to the New York Stock Exchange in any
such application for such listing.

Thereupon, it was, on motion duly made and seconded,
unanimously

RESOLVED, that the officers of this Company be, and
they hereby are, authorized, in their discretion, to make
application, on behalf of this Company, to the New York
Stock Exchange for the listing of up to $85,000,000
aggregate principal amount of Debentures; and further

RESOLVED, that G. P. Maloney, Bruce M. Barber and
Armando A. Pena, or any one of them, be, and they hereby
are, designated to appear before the New York Stock
Exchange with full authority to make such changes in such
application or any agreements relating thereto as may be
necessary or advisable to conform with the requirements
for listing; and further

RESOLVED, that the proper officers be, and they
hereby are, authorized to execute and file, on behalf of
this Company, an application for the registration of up
to $85,000,000 aggregate principal amount of Debentures
with the Securities and Exchange Commission pursuant to
the provisions of the Securities Exchange Act of 1934, in
such form as the officers of this Company executing the
same may determine; and further

RESOLVED, that the indemnity agreement, substantially
in the form presented to the meeting, and providing for
indemnification of the New York Stock Exchange and certain
other persons against losses arising from the use of the
facsimile signatures hereinbefore approved be, and the
same hereby is, approved, and the Chairman of the Board,
the President or any Vice President and the Secretary or
any Assistant Secretary be, and each of them hereby is,
authorized, in the event said application for listing is
made, to execute and deliver on behalf of this Company an
indemnity agreement in such form, with such changes
therein as the officers executing the same may approve,
their execution to be conclusive evidence of such
approval; and further

RESOLVED, that the Chairman of the Board, the
President or any Vice President be, and each of them
hereby is, authorized to take any other action and to
execute any other documents that in their judgment may be
necessary or desirable in connection with listing the
Debentures on the New York Stock Exchange.

OHIO POWER COMPANY
POWER OF ATTORNEY

Each of the undersigned directors or officers of OHIO POWER
COMPANY, an Ohio corporation, which is to file with the Securities
and Exchange Commission, Washington, D.C. 20549, under the provisions
of the Securities Act of 1933, as amended, one or more Registration
Statements for the registration thereunder of up to $425,000,000
aggregate principal amount of its First Mortgage Bonds or senior or
subordinated debt (including junior subordinated debentures), in one
or more new series, each series to have a maturity of not more than
50 years, does hereby appoint E. LINN DRAPER, JR., G. P. MALONEY,
BRUCE M. BARBER and ARMANDO A. PENA his true and lawful attorneys,
and each of them his true and lawful attorney, with power to act
without the others, and with full power of substitution or
resubstitution, to execute for him and in his name said Registration
Statement(s) and any and all amendments thereto, whether said
amendments add to, delete from or otherwise alter the Registration
Statement(s) or the related Prospectus(es) included therein, or add
or withdraw any exhibits or schedules to be filed therewith and any
and all instruments necessary or incidental in connection therewith,
hereby granting unto said attorneys and each of them full power and
authority to do and perform in the name and on behalf of each of the
undersigned, and in any and all capacities, every act and thing
whatsoever required or necessary to be done in and about the
premises, as fully and to all intents and purposes as each of the
undersigned might or could do in person, hereby ratifying and
approving the acts of said attorneys and each of them.

IN WITNESS WHEREOF the undersigned have hereunto set their
hands and seals this 28th day of September, 1995.

_/s/ E. Linn Draper, Jr.____ _/s/ Wm. J. Lhota___________
E. Linn Draper, Jr. L.S. Wm. J. Lhota L.S.

_/s/ P. J. DeMaria__________ _/s/ G. P. Maloney__________
P. J. DeMaria L.S. G. P. Maloney L.S.

_/s/ Carl A. Erikson________ _/s/ J. J. Markowsky________
Carl A. Erikson L.S. J. J. Markowsky L.S.

_/s/ Henry Fayne____________
Henry Fayne L.S.

<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) _____

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

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

OHIO POWER COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

OHIO 31-4271000
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

301 CLEVELAND AVENUE S.W.
CANTON, OHIO 44701
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)

<PAGE> 2

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

<PAGE> 3

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago and State of
Illinois, on the 20th day of September, 1995.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE,

BY /S/ JOHN R. PRENDIVILLE
-----------------------
JOHN R. PRENDIVILLE
VICE PRESIDENT

*Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 12 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3 of The
CIT Group Holdings, Inc. filed with the Securities and Exchange Commission on
February 16, 1993 (Registration No. 33-58418).

<PAGE> 4

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

September 20, 1995

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Ohio Power Company
and The First National Bank of Chicago, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY /S/ JOHN R. PRENDIVILLE
-----------------------
JOHN R. PRENDIVILLE
VICE PRESIDENT

<PAGE> 5

EXHIBIT 7

<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN ------------
THOUSANDS RCFD BIL MIL THOU <-
----------------- ---- ------------ -----
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . . 0081 3,184,875 1.a.
b. Interest-bearing balances(2) . . . . . . . . . . . . . . . . . . 0071 8,932,069 1.b.
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) . . . 1754 249,502 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) . . 1773 536,856 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold . . . . . . . . . . . . . . . . . . . . . . . 0276 2,897,736 3.a.
b. Securities purchased under agreements to resell . . . . . . . . 0277 1,417,129 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 16,567,408 4.a.
b. LESS: Allowance for loan and lease losses . . . . . . . . . . . RCFD 3123 358,877 4.b.
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) . . . . . . . . . . . . . . 2125 16,208,531 4.d.
5. Assets held in trading accounts . . . . . . . . . . . . . . . . . . 3545 13,486,931 5.
6. Premises and fixed assets (including capitalized leases) . . . . . 2145 516,279 6.
7. Other real estate owned (from Schedule RC-M) . . . . . . . . . . . 2150 11,216 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) . . . . . . . . . . . . . . . . . . 2130 12,946 8.
9. Customers' liability to this bank on acceptances outstanding . . . 2155 501,943 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . . . 2143 111,683 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . . 2160 1,258,270 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . 2170 49,325,966 12.
</TABLE>

- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.

<PAGE> 6

<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>

SCHEDULE RC-CONTINUED

DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) . . . . . . . . . . . . . . . . RCON 2200 14,889,235 13.a.
(1) Noninterest-bearing(1). . . . . . . . . . . . . . . . . RCON 6631 5,895,584 13.a.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . RCON 6636 8,993,651 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II). . . . . . . . . . . . . RCFN 2200 13,289,760 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . . . RCFN 6631 315,549 13.b.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . RCFN 6636 12,974,211 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased . . . . . . . . . . . . . . . . . . RCFD 0278 2,942,186 14.a.
b. Securities sold under agreements to repurchase. . . . . . . RCFD 0279 1,160,512 14.b.
15. a. Demand notes issued to the U.S. Treasury. . . . . . . . . . RCON 2840 112,768 15.a.
b. Trading Liabilities . . . . . . . . . . . . . . . . . . . . RCFD 3548 7,872,221 15.b.
16. Other borrowed money:
a. With original maturity of one year or less. . . . . . . . . RCFD 2332 2,402,829 16.a.
b. With original maturity of more than one year. . . . . . . . RCFD 2333 643,987 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 278,108 17.
18. Bank's liability on acceptance executed and outstanding. . . . RCFD 2920 501,943 18.
19. Subordinated notes and debentures. . . . . . . . . . . . . . . RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . . RCFD 2930 981,938 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . RCFD 2948 46,300,487 21.
22. Limited-Life preferred stock and related surplus . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus. . . . . . . . . RCFD 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) . . . RCFD 3839 2,314,642 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . RCFD 3632 510,093 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities. . . . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 (880) 26.b.
27. Cumulative foreign currency translation adjustments. . . . . . RCFD 3284 766 27.
28. Total equity capital (sum of items 23 through 27). . . . . . . RCFD 3210 3,025,479 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28). . . . . . . . . . . . . RCFD 3300 49,325,966 29.
</TABLE>

Memorandum

To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external Number
--------------
auditors as of any date during 1993 . . . . . . . RCFD 6724 N/A
-------------- M.1.

1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)

3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)

4. = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)

5 = Review of the bank's financial statements by external
auditors

6 = Compilation of the bank's financial statements by external
auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

___________________

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.