EXHIBIT 4(h)




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                             AEP TEXAS CENTRAL COMPANY

                                       TO

                                 BANK ONE, N.A.

                                   AS TRUSTEE







                          FOURTH SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 1, 2003







                                  $100,000,000

                      FLOATING RATE NOTES, SERIES A DUE 2005

                      FLOATING RATE NOTES, SERIES B DUE 2005






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<PAGE>



                               TABLE OF CONTENTS*

                                                                            Page


ARTICLE I Additional Definitions.............................................2

      SECTION 1.01.   Definitions............................................2

ARTICLE II Floating Rate Notes...............................................4

      SECTION 2.01.   Establishment..........................................4
      SECTION 2.02.   Aggregate Principal Amount.............................4
      SECTION 2.03.   Maturity and Interest..................................4
      SECTION 2.04.   Optional Redemption.  The Floating Rate Notes will not
            be subject to optional redemption................................7
      SECTION 2.05.   Limitation on Secured Debt.............................7
      SECTION 2.06.   Global Securities and Certificated Securities..........8
      SECTION 2.07.   Form of Securities....................................10
      SECTION 2.08.   Transfer and Exchange.................................10

ARTICLE III Miscellaneous Provisions........................................15

      SECTION 3.01.   Recitals by Company...................................15
      SECTION 3.02.   Ratification and Incorporation of Original Indenture..15
      SECTION 3.03.   Executed in Counterparts..............................15
      SECTION 3.04.   Legends...............................................15
      SECTION 3.05.   Applicability of Section 4.05 and Article Ten of
                      Original Indenture....................................15


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


<PAGE>



       THIS FOURTH SUPPLEMENTAL INDENTURE is made as of the 1st day of February,
2003, between AEP TEXAS CENTRAL COMPANY, a corporation duly organized and
existing under the laws of the state of Texas (herein called the "Company"),
having its principal office at 1 Riverside Plaza, Columbus, Ohio 43215 and Bank
One, N.A., a national banking association, duly organized and existing under the
laws of the United States, having its principal corporate trust office at 1111
Polaris Parkway, Columbus, Ohio 43240, as Trustee (herein called the "Trustee").

                             W I T N E S S E T H:

      WHEREAS, the Company has heretofore entered into an Indenture, dated as of
February 1, 2003 (the "Original Indenture"), with the Trustee;

      WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as supplemented by this Fourth Supplemental
Indenture and by a First Supplemental Indenture (the "First Supplemental
Indenture"), a Second Supplemental Indenture (the "Second Supplemental
Indenture") and a Third Supplemental Indenture (the "Third Supplemental
Indenture"), all dated as of the date hereof, is herein called the "Indenture";

      WHEREAS, under the Original Indenture, a new series of unsecured notes
(the "Senior Notes") may at any time be established by the Board of Directors of
the Company in accordance with the provisions of the Original Indenture and the
terms of such series may be described by a supplemental indenture executed by
the Company and the Trustee;

      WHEREAS, the Company proposes to create under the Indenture a series of
Senior Notes to be designated the "Floating Rate Notes, Series A due 2005" (the
"Floating Rate Series A Notes") and a series of Senior Notes to be designated
the "Floating Rate Notes, Series B due 2005" (the "Floating Rate Series B Notes"
and, together with the Floating Rate Series A Notes, the "Floating Rate Notes"),
the form and substance of the Floating Rate Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Original Indenture and
this Fourth Supplemental Indenture;

      WHEREAS, concurrently with the issuance of the Floating Rate Series A
Notes, the Company proposes to create under the Indenture a series of Senior
Notes to be designated the "5.50% Senior Notes, Series A due 2013" (the "Series
A Notes") and a series of Senior Notes to be designated the "5.50% Senior Notes,
Series D due 2013" (the "Series D Notes" and, together with the Series A Notes,
the "2013 Notes"); a series of Senior Notes to be designated "6.65% Senior
Notes, Series B due 2033" (the "Series B Notes") and a series of Senior Notes to
be designated the "6.65% Senior Notes, Series E due 2033" (the "Series E Notes"
and, together with the Series B Notes, the "2033 Notes"); a series of Senior
Notes to be designated "3.00% Senior Notes, Series C due 2005" (the "Series C
Notes") and a series of Senior Notes to be designated the "3.00% Senior Notes,
Series F due 2005" (the "Series F Notes" and, together with the Series C Notes,
the "2005 Notes" and, the 2005 Notes, together with the 2013 Notes and the 2033
Notes, the "Additional Notes"), the form and substance of the Additional Notes
and the terms, provisions and conditions thereof to be set forth as provided in
the Original Indenture and the First Supplemental Indenture, the Second
Supplemental Indenture and the Third Supplemental Indenture;

      WHEREAS, additional Senior Notes of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and

      WHEREAS, all conditions necessary to authorize the execution and delivery
of this Fourth Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.

      NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I

                             Additional Definitions

SECTION 1.01.     Definitions.

            The following defined terms used herein shall, unless the context
otherwise requires, have the meanings specified below. Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Original Indenture.

      "Clearstream" means Clearstream Banking, societe anonyme, or any successor
securities clearing agency.

      "Distribution Compliance Period," with respect to the Floating Rate Notes,
means the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Floating Rate Notes are first offered to Persons other
than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S and (ii) the Original Issue Date.

      "DTC" means The Depository Trust Company, the initial Clearing Agency.

      "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System or any successor securities clearing agency.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Exchange Offer Registration Statement" shall have the meaning assigned to
it in the Registration Rights Agreement.

      "Generation-Related" has the meaning set forth in Section 3.05(a).

      "Global Securities" means global certificates representing the Floating
Rate Notes as described in Section 204.

      "Holder" means a registered holder of a Floating Rate Note.

      "Institutional Accredited Investor" has the meaning set forth in Section
2.04(a) hereof.

      "Original Issue Date" means February 18, 2003.

      "Owner" means each Person who is the beneficial owner of a Global Security
as reflected in the records of the Depository or, if a Depository participant is
not the Owner, then as reflected in the records of a Person maintaining an
account with such Depository (directly or indirectly, in accordance with the
rules of such Depository).

      "Permanent Regulation S Global Security" has the meaning set forth in
Section 2.04(b).

      "QIBs" means qualified institutional buyers as defined in Rule 144A.

      "Registered Exchange Offer" shall have the meaning assigned to Exchange
Offer in the Registration Rights Agreement

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of February 1, 2003 among the Company and the Initial Purchasers named
therein, relating to the registration of the 2005 Notes, and the Floating Rate
Notes under the Securities Act.

      "Regulation S" means Regulation S under the Securities Act and any
successor regulation thereto.

      "Rule 144" means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Securities and Exchange Commission.

      "Rule 144A" means Rule 144A under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Securities and Exchange Commission.

      "Rule 144A Global Security" means any Floating Rate Series A Note that is
to be traded pursuant to Rule 144A.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

      "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor Person thereto and
shall initially be the Trustee.

      "Shelf Registration Statement" shall have the meaning assigned to it in
the Registration Rights Agreement.

      "Special Interest Premium" shall have the meaning assigned to it in the
Registration Rights Agreement.

      "Stated Maturity" means February 15, 2005.

      "Subsidiary" means any corporation or other entity of which sufficient
voting stock or other ownership or economic interests having ordinary voting
power to elect a majority of the board of directors (or equivalent body) are at
the time directly or indirectly held by the Company.

      "Temporary Regulation S Global Security" has the meaning set forth in
Section 2.04(b).

      "Transfer Restricted Security" shall have the meaning assigned to
Registrable Note in the Registration Rights Agreement.

                                   ARTICLE II

                               Floating Rate Notes

SECTION 2.01.     Establishment.

            The Floating Rate Series A Notes shall be designated as the
Company's "Floating Rate Notes, Series A due 2005" and the Floating Rate Series
B Notes shall be designated as the Company's "Floating Rate Notes, Series B due
2005". The Floating Rate Series A Notes and the Floating Rate Series B Notes
shall be treated for all purposes under the Indenture as a single class or
series of Senior Notes.

SECTION 2.02.     Aggregate Principal Amount.

            The Trustee shall authenticate and deliver (i) Floating Rate Series
A Notes for original issue on the Original Issue Date in the aggregate principal
amount of $100,000,000 and (ii) Floating Rate Series B Notes from time to time
thereafter for issue only in exchange for Floating Rate Series A Notes pursuant
to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement or pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement, in each case upon a Company Order for
authentication and delivery thereof and satisfaction of Section 2.01 of the
Original Indenture. The aggregate principal amount of the Floating Rate Notes
shall be initially limited to $100,000,000 and shall be subject to Periodic
Offerings pursuant to Article Two of the Original Indenture. All Floating Rate
Notes need not be issued at the same time and such series may be reopened at any
time, without the consent of any Holder, for issuances of additional Floating
Rate Notes. Any such additional Floating Rate Notes will have the same interest
rate, maturity and other terms as those initially issued. The Floating Rate
Series A Notes shall be issued in definitive fully registered form.

SECTION 2.03.     Maturity and Interest.

(i)  The  Floating  Rate  Notes  shall  mature  on,  and the date on  which  the
     principal  of the  Floating  Rate Notes  shall be payable  (unless  earlier
     redeemed) shall be, February 15, 2005;

(ii) the interest on the Notes shall be payable on February  15, May 15,  August
     15 and  November  15 of each  year  (each,  an  "Interest  Payment  Date"),
     commencing  on May 15, 2003 and shall accrue from and including the date of
     authentication of the Notes to, but excluding May 15, 2003, and thereafter,
     from and including each Interest  Payment Date to, but excluding,  the next
     succeeding  Interest Payment Date or Stated  Maturity,  as the case may be;
     the Regular Record Date for the  determination  of holders to whom interest
     is  payable  on any such  Interest  Payment  Date  shall  be the  fifteenth
     calendar day preceding the relevant  Interest  Payment Date;  provided that
     interest  payable  on Stated  Maturity  shall be paid to the Person to whom
     principal shall be paid;

(iii)the Floating Rate Notes will bear  interest at a per annum rate  ("Interest
     Rate") determined by the Calculation Agent, subject to the maximum interest
     rate permitted by New York or other  applicable  state law, as such law may
     be modified by United States law of general application.  The Interest Rate
     for  each  Interest   Period  will  be  equal  to  LIBOR  on  the  Interest
     Determination Date for such Interest Period plus 1.25%; provided,  however,
     that in certain  circumstances  described  below, the Interest Rate will be
     determined  without reference to LIBOR.  Promptly upon such  determination,
     the Calculation  Agent will notify the Trustee for the Floating Rate Notes,
     if the  Trustee  is not  then  serving  as the  Calculation  Agent,  of the
     interest rate for the new Interest Period.  The interest rate determined by
     the  Calculation  Agent,  absent  manifest  error,  shall  be  binding  and
     conclusive  upon the  beneficial  owners and holders of the  Floating  Rate
     Notes, the Company and the Trustee for the Floating Rate Notes.

     If the following  circumstances  exist on any Interest  Determination Date,
     the  Calculation  Agent shall  determine the Interest Rate for the Notes as
     follows:

     (1)  In the event no Reported Rate (as defined  below)  appears on Telerate
          Page 3750 (as defined  below) as of  approximately  11:00 a.m.  London
          time on an Interest  Determination  Date, the Calculation  Agent shall
          request the  principal  London  offices of each of four major banks in
          the London interbank  market selected by the Calculation  Agent (after
          consultation with the Company) to provide a quotation of the rate (the
          "Rate Quotation") at which three month deposits in amounts of not less
          than  $1,0000,000  are  offered  by it to prime  banks  in the  London
          interbank  market,  as of  approximately  11:00 a.m. on such  Interest
          Determination  Date, that is representative of single  transactions at
          such  time  (the  "Representative  Amounts").  If at  least  two  Rate
          Quotations are provided, the interest rate will be the arithmetic mean
          of the Rate Quotations obtained by the Calculation Agent, plus 1.25%.

     (2)  In the event no  Reported  Rate  appears on  Telerate  Page 3750 as of
          approximately 11:00 a.m. London time on an Interest Determination Date
          and there are fewer than two Rate  Quotations,  the interest rate will
          be the arithmetic mean of the rates quoted at approximately 11:00 a.m.
          New York City time on such Interest Determination Date, by three major
          banks  in New York  City  selected  by the  Calculation  Agent  (after
          consultation with the Company), for loans in Representative Amounts in
          U.S.  dollars to leading  European banks,  having an index maturity of
          three months for a period commencing on the second London Business Day
          immediately  following such Interest  Determination  Date, plus 1.25%;
          provided,  however,  that if fewer than three  banks  selected  by the
          Calculation  Agent are quoting such rates,  the interest  rate for the
          applicable  Interest  Period will be the same as the interest  rate in
          effect for the immediately preceding Interest Period.

     (3)  "Business  Day"  means  any  day  that is not a day on  which  banking
          institutions  in New York City are  authorized  or  required by law or
          regulation to close.

          "Calculation  Agent" means Bank One, N.A., or its successor  appointed
          by the Company, acting as calculation agent.

          "Interest  Determination  Date" means the second  London  Business Day
          immediately preceding the first day of the relevant Interest Period.

          "Interest  Period" means the period  commencing on an interest payment
          date for the Floating Rate Notes (or  commencing on the Original Issue
          Date, if no interest has been paid or duly made  available for payment
          since that  date) and  ending on the day  before  the next  succeeding
          interest payment date for the Floating Rate Notes.

          "LIBOR" for any Interest  Determination  Date will be the offered rate
          for deposits in U.S.  dollars having an index maturity of three months
          for a period  commencing on the second London Business Day immediately
          following the Interest  Determination Date in amounts of not less than
          $1,000,000,  as such rate appears on Telerate Page 3750 or a successor
          reporter  of  such  rates  selected  by  the  Calculation   Agent  and
          acceptable to the Company,  at approximately 11:00 a.m. London time on
          the Interest Determination Date (the "Reported Rate").

          "London Business Day" means a day other than a Saturday or Sunday that
          is not a day on which banking institutions in London,  England and New
          York, New York are  authorized or obligated by law or executive  order
          to be closed and a day on which  dealings in deposits in U.S.  dollars
          are transacted,  or with respect to any future date are expected to be
          transacted, in the London interbank market.

          "Telerate Page 3750" means the display  designated on page 3750 on Dow
          Jones Markets Limited (or such other page as may replace the 3750 page
          on that  service or such  other  service  as may be  nominated  by the
          British  Bankers'  Association  for the purpose of  displaying  London
          interbank offered rates for U.S. dollar deposits).

(iv) Upon the request of a holder of the Floating  Rate Notes,  the  Calculation
     Agent will provide to such holder the  interest  rate in effect on the date
     of such request and, if determined, the interest rate for the next Interest
     Period.

(v)  The  accrued  interest  for any period is  calculated  by  multiplying  the
     principal  amount of a note by an  accrued  interest  factor.  The  accrued
     interest  factor is computed by adding the interest  factor  calculated for
     each day in the  period to the date for  which  accrued  interest  is being
     calculated.  The interest factor (expressed as a decimal rounded upwards if
     necessary)  is computed by  dividing  the  interest  rate  (expressed  as a
     decimal rounded upwards if necessary) applicable to such a date by 360.

(vi) All  percentages  resulting  from any  calculation  of the interest rate on
     Floating  Rate  Notes  will  be  rounded,  if  necessary,  to  the  nearest
     one-hundred thousandth of a percentage point, with five one-millionths of a
     percentage  point  rounded  upwards,  and  all  dollar  amounts  used in or
     resulting from such  calculation  will be rounded to the nearest cent (with
     one-half cent being rounded upwards).

(vii)Special   Interest   Premium  shall  accrue  on  the  Transfer   Restricted
     Securities  over and above the interest rate set forth herein in accordance
     with Section 2(e) of the Registration Rights Agreement.

SECTION 2.04. Optional Redemption. The Floating Rate Notes will not be subject
to optional redemption.

SECTION 2.05.     Limitation on Secured Debt.

            So long as any of the Floating Rate Notes are outstanding, the
Company shall not create or suffer to be created or to exist or permit any of
its Subsidiaries to create or suffer to be created or to exist any additional
mortgage, pledge, security interest, or other lien (collectively "Liens") on any
utility properties or tangible assets now owned or hereafter acquired by the
Company or its Subsidiaries to secure any indebtedness for borrowed money
("Secured Debt"), without providing that such Floating Rate Notes will be
similarly secured. Further, this restriction on Secured Debt does not apply to
the Company's existing first mortgage bonds that have previously been issued
under its mortgage indenture or any indenture supplemental thereto; provided
that this restriction will apply to future issuances thereunder (other than
issuances of refunding first mortgage bonds). In addition, this restriction does
not prevent the creation or existence of:

o    Liens on property  existing at the time of acquisition or  construction  of
     such  property  (or  created  within  one  year  after  completion  of such
     acquisition or construction),  whether by purchase, merger, construction or
     otherwise,  or to secure  the  payment  of all or any part of the  purchase
     price or construction cost thereof, including the extension of any Liens to
     repairs, renewals,  replacements,  substitutions,  betterments,  additions,
     extensions and improvements then or thereafter made on the property subject
     thereto;

o    Financing of the Company's accounts receivable for electric service;

o    Any  extensions,   renewals  or  replacements  (or  successive  extensions,
     renewals or  replacements),  in whole or in part, of Liens permitted by the
     foregoing clauses; and

o    The pledge of any bonds or other securities at any time issued under any of
     the Secured Debt permitted by the above clauses.

      In addition to the permitted issuances above, Secured Debt not otherwise
so permitted may be issued in an amount that does not exceed 15% of Net Tangible
Assets as defined below.

      "Net Tangible Assets" means the total of all assets (including
revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the Company's balance sheet, net of
applicable reserves and deductions, but excluding goodwill, trade names,
trademarks, patents, unamortized debt discount, energy trading contracts,
regulatory assets, deferred charges and all other like intangible assets (which
term shall not be construed to include such revaluations), less the aggregate of
the Company's current liabilities appearing on such balance sheet.

      This restriction also will not apply to or prevent the creation or
existence of leases (operating or capital) made, or existing on property
acquired, in the ordinary course of business.

SECTION 2.06.     Global Securities and Certificated Securities.

(a)  General.  The Floating Rate Series A Notes will be resold initially only to
     (i) QIBs in reliance on Rule 144A under the  Securities  Act ("Rule 144A"),
     (ii) institutional  "accredited  investors" as such term is defined in rule
     501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act (each,
     an "Institutional  Accredited  Investor") and (iii) Persons other than U.S.
     Persons (as defined in  Regulation S) in reliance on Regulation S under the
     Securities  Act  ("Regulation   S").  Floating  Rate  Series  A  Notes  may
     thereafter be transferred to, among others, QIBs, purchasers in reliance on
     Regulation S, and Institutional  Accredited Investors in each case, subject
     to the restrictions on transfer set forth herein.

(b)  Global Securities.

     (i)  Form.  Floating Rate Series A Notes initially  resold pursuant to Rule
          144A shall be issued  initially  in the form of one or more  permanent
          Global Securities in definitive,  fully registered form (collectively,
          the "Rule 144A  Global  Security")  and  Floating  Rate Series A Notes
          initially  resold  pursuant  to  Regulation  S  and  shall  be  issued
          initially in the form of one or more  temporary  global  securities in
          definitive,  fully  registered  form  (collectively,   the  "Temporary
          Regulation S Global Security"),  in each case without interest coupons
          and with the global securities legend and restricted securities legend
          set forth in Exhibit A hereto,  which shall be  deposited on behalf of
          the purchasers of the Floating Rate Series A Notes represented thereby
          with  the  Securities  Custodian,  and  registered  in the name of the
          Depository  or a  nominee  of the  Depository,  duly  executed  by the
          Company and authenticated by the Trustee as provided in the Indenture.
          Except  as set  forth  in  this  Section  2.06,  beneficial  ownership
          interests in the Temporary  Regulation S Global  Security (x) will not
          be exchangeable  for interests in the Rule 144A Global  Security,  the
          permanent   global  security  (the  "Permanent   Regulation  S  Global
          Security"),   or  any  other  security  without  a  legend  containing
          restrictions  on transfer of such security  prior to the expiration of
          the Distribution  Compliance  Period and (y) then may be exchanged for
          interests in a Rule 144A Global Security or the Permanent Regulation S
          Global  Security only upon  certification  that  beneficial  ownership
          interests in such  Temporary  Regulation  S Global  Security are owned
          either  by  non-U.S.  persons  or  U.S.  persons  who  purchased  such
          interests in a transaction that did not require registration under the
          Securities Act.

          The Rule 144A  Global  Security,  the  Temporary  Regulation  S Global
          Security  and  the   Permanent   Regulation  S  Global   Security  are
          collectively referred to herein as "Global Securities".  The aggregate
          principal  amount of the  Global  Securities  may from time to time be
          increased  or  decreased  by  adjustments  made on the  records of the
          Trustee and the Depository or its nominee as hereinafter provided.

     (ii) Book-Entry  Provisions.  This  Section  shall  apply  only to a Global
          Security  deposited with or on behalf of the  Depository.  The Company
          shall execute and the Trustee shall,  in accordance  with this Section
          2.05(b)(ii),  authenticate  and deliver  initially  one or more Global
          Securities  that (a) shall be registered in the name of the Depository
          for such Global  Security or Global  Securities or the nominee of such
          Depository  and  (b)  shall  be  delivered  by  the  Trustee  to  such
          Depository or pursuant to such  Depository's  instructions  or held by
          the Trustee as custodian for the Depository.

          Members of, or participants in, the Depository ("Agent Members") shall
          have no  rights  under  this  Indenture  with  respect  to any  Global
          Security  held on their behalf by the  Depository or by the Trustee as
          the custodian of the Depository or under such Global Security, and the
          Company, the Trustee and any agent of the Company or the Trustee shall
          be  entitled to treat the  Depository  as the  absolute  owner of such
          Global  Security  for all  purposes  whatsoever.  Notwithstanding  the
          foregoing,  nothing  herein shall prevent the Company,  the Trustee or
          any agent of the  Company or the  Trustee  from  giving  effect to any
          written certification,  proxy or other authorization  furnished by the
          Depository or impair, as between the Depository and its Agent Members,
          the operation of customary practices of such Depository  governing the
          exercise  of the rights of a holder of a  beneficial  interest  in any
          Global Security.

          To the extent a notice or other communication to the beneficial owners
          of the Floating Rate Notes is required under the Indenture, unless and
          until  Certificated  Securities shall have been issued to such owners,
          the Trustee shall give all such notices and  communications  specified
          herein to be given to such owners to the Depository, and shall have no
          obligations to such Owners.

(c)  Certificated Securities. Floating Rate Series A Notes sold to Institutional
     Accredited  Investors  shall  be  issued  initially  in the form of a fully
     registered,   certificated  Floating  Rate  Series  A  Note  ("Certificated
     Securities"). Except as provided in this Section 2.05, owners of beneficial
     interests in Global  Securities  shall not be entitled to receive  physical
     delivery of Certificated Securities.

      Global Securities shall be exchangeable for Certificated Securities if (i)
the Depository (x) notifies the Company that it is unwilling or unable to
continue as Depository for the Global Securities or (y) shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depository for the Global Securities is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition. Upon surrender to the Trustee of the
typewritten certificate or certificates representing the Global Securities by
the Depository, accompanied by registration instructions, the Trustee shall
execute and authenticate the certificates in accordance with the instructions of
the Depository. Neither the Security Registrar nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Certificated Securities, the Trustee shall recognize the Holders of the
Certificated Securities as Holders. The Certificated Securities shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Company, as evidenced by the execution thereof by
the Company, and shall bear the legend set forth on Exhibit A hereto unless the
Company informs the Trustee that such legend is no longer required.

SECTION 2.07.     Form of Securities.

            The Global Securities and Certificated Securities shall be
substantially in the form attached as Exhibit A thereto.

SECTION 2.08.     Transfer and Exchange.

(a)  General.  The  Floating  Rate  Notes  may  not  be  transferred  except  in
     compliance  with  the  legend  contained  in  Exhibit  A  unless  otherwise
     determined by the Company in  accordance  with  applicable  law. No service
     charge will be made for any  transfer  or exchange of Floating  Rate Notes,
     but payment will be required of a sum  sufficient to cover any tax or other
     governmental charge that may be imposed in connection therewith.

(b)  Transfer and Exchange of Global Securities.

     (i)  If a holder of a beneficial  interest in the Rule 144A Global Security
          wishes at any time to  exchange  its  interest in the Rule 144A Global
          Security  for  an  interest  in  the  Permanent  Regulation  S  Global
          Security, or to transfer its interest in the Rule 144A Global Security
          to a person  who  wishes to take  delivery  thereof  in the form of an
          interest in the Permanent  Regulation S Global  Security,  such holder
          may,  subject to the rules and procedures of the Depository and to the
          requirements  set forth in the following  sentence,  exchange or cause
          the exchange or transfer or cause the transfer of such interest for an
          equivalent  beneficial  interest in the Permanent  Regulation S Global
          Security.  Upon  receipt by the  Trustee,  as transfer  agent,  of (1)
          instructions given in accordance with the Depository's procedures from
          or on  behalf of a holder of a  beneficial  interest  in the Rule 144A
          Global Security,  directing the Trustee,  as transfer agent, to credit
          or  cause  to be  credited  a  beneficial  interest  in the  Permanent
          Regulation  S Global  Security  in an amount  equal to the  beneficial
          interest  in  the  Rule  144A  Global  Security  to  be  exchanged  or
          transferred,  (2)  a  written  order  given  in  accordance  with  the
          Depository's procedures containing information regarding the Euroclear
          or Clearstream  account to be credited with such increase and the name
          of such account, and (3) a certificate in the form of Exhibit C hereto
          given by the  holder  of such  beneficial  interest  stating  that the
          exchange or transfer of such interest has been made pursuant to and in
          accordance  with  Rule  903 or Rule  904 of  Regulation  S  under  the
          Securities Act, the Trustee, as transfer agent, shall promptly deliver
          appropriate  instructions  to  the  Depository,  its  nominee,  or the
          custodian for the Depository, as the case may be, to reduce or reflect
          on its  records a reduction  of the Rule 144A  Global  Security by the
          aggregate  principal  amount of the  beneficial  interest in such Rule
          144A  Global  Security  to be so  exchanged  or  transferred  from the
          relevant  participant,  and the  Trustee,  as  transfer  agent,  shall
          promptly  deliver  appropriate  instructions  to the  Depository,  its
          nominee,  or the  custodian  for the  Depository,  as the case may be,
          concurrently  with such  reduction,  to  increase  or  reflect  on its
          records  an  increase  of  the  principal  amount  of  such  Permanent
          Regulation S Global Security by the aggregate  principal amount of the
          beneficial  interest  in  such  Rule  144A  Global  Security  to be so
          exchanged or transferred, and to credit or cause to be credited to the
          account  of the  person  specified  in such  instructions  (who may be
          Euroclear  or  Clearstream  or another  agent  member of  Euroclear or
          Clearstream  or both,  as the case may be, acting for and on behalf of
          them) a  beneficial  interest in such  Permanent  Regulation  S Global
          Security  equal to the reduction in the principal  amount of such Rule
          144A Global Security.

     (ii) If a holder of a  beneficial  interest in the  Permanent  Regulation S
          Global  Security  wishes at any time to exchange  its  interest in the
          Permanent  Regulation  S Global  Security  for an interest in the Rule
          144A Global  Security,  or to transfer its  interest in the  Permanent
          Regulation S Global  Security to a person who wishes to take  delivery
          thereof in the form of an interest  in the Rule 144A Global  Security,
          such holder may,  subject to the rules and  procedures of Euroclear or
          Clearstream  and  the  Depository,  as the  case  may  be,  and to the
          requirements  set forth in the following  sentence,  exchange or cause
          the exchange or transfer or cause the transfer of such interest for an
          equivalent beneficial interest in such Rule 144A Global Security. Upon
          receipt by the Trustee,  as transfer agent, of (1) instructions  given
          in accordance  with the procedures of Euroclear or Clearstream and the
          Depository,  as the case may be,  from or on  behalf  of a  beneficial
          owner of an interest in the  Permanent  Regulation  S Global  Security
          directing  the Trustee,  as transfer  agent,  to credit or cause to be
          credited a beneficial  interest in the Rule 144A Global Security in an
          amount equal to the beneficial interest in the Permanent  Regulation S
          Global  Security to be exchanged or  transferred,  (2) a written order
          given in accordance  with the  procedures of Euroclear or  Clearstream
          and  the  Depository,  as the  case  may  be,  containing  information
          regarding  the account with the  Depository  to be credited  with such
          increase and the name of such account, and (3) prior to the expiration
          of the  Distribution  Compliance  Period, a certificate in the form of
          Exhibit C hereto given by the holder of such  beneficial  interest and
          stating that the person  transferring  such interest in such Permanent
          Regulation  S Global  Security  reasonably  believes  that the  person
          acquiring such interest in the Rule 144A Global  Security is a QIB and
          is  obtaining  such  beneficial  interest  for its own  account or the
          account of a QIB in a  transaction  meeting the  requirements  of Rule
          144A and any  applicable  securities  laws of any state of the  United
          States or any other  jurisdiction,  the  Trustee,  as transfer  agent,
          shall promptly deliver appropriate instructions to the Depository, its
          nominee,  or the custodian for the Depository,  as the case may be, to
          reduce  or  reflect  on its  records  a  reduction  of  the  Permanent
          Regulation S Global Security by the aggregate  principal amount of the
          beneficial interest in such Permanent  Regulation S Global Security to
          be exchanged or transferred, and the Trustee, as transfer agent, shall
          promptly  deliver  appropriate  instructions  to the  Depository,  its
          nominee,  or the  custodian  for the  Depository,  as the case may be,
          concurrently  with such  reduction,  to  increase  or  reflect  on its
          records an  increase of the  principal  amount of the Rule 144A Global
          Security by the aggregate  principal amount of the beneficial interest
          in the  Permanent  Regulation S Global  Security to be so exchanged or
          transferred,  and to credit or cause to be  credited to the account of
          the person specified in such instructions a beneficial interest in the
          Rule 144A Global  Security  equal to the  reduction  in the  principal
          amount  of the  Permanent  Regulation  S Global  Security.  After  the
          expiration of the Distribution  Compliance  Period,  the certification
          requirement  set forth in clause  (3) of the second  sentence  of this
          Section  2.07(b)(ii)  will  no  longer  apply  to such  exchanges  and
          transfers.

     (iii)Any  beneficial  interest  in one of the  Global  Securities  that  is
          transferred  to a person who takes delivery in the form of an interest
          in the other Global  Securities  will,  upon transfer,  cease to be an
          interest in such Global  Security  and become an interest in the other
          Global Securities and, accordingly,  will thereafter be subject to all
          transfer  restrictions and other  procedures  applicable to beneficial
          interests in such other Global Security Note for as long as it remains
          such an interest.

     (iv) Beneficial  interests in Temporary  Regulation S Global Securities may
          be exchanged for interests in Rule 144A Global Securities or Permanent
          Regulation  S  Global  Securities  if  (1)  such  exchange  occurs  in
          connection with a transfer of securities in compliance with Rule 144A,
          and (2) the  transferor  of the  beneficial  interest in the Temporary
          Regulation S Global  Security  first delivers to the Trustee a written
          certificate (in a form satisfactory to the Trustee) to the effect that
          the beneficial interest in the Temporary  Regulation S Global Security
          is being  transferred  to a Person (a) who the  transferor  reasonably
          believes to be a QIB (b) purchasing for its own account or the account
          of a QIB in a transaction  meeting the  requirements of Rule 144A, and
          (c) in accordance with all applicable securities laws of the states of
          the United States and other jurisdictions.

     (v)  During  the  Distribution  Compliance  Period,   beneficial  ownership
          interests in  Temporary  Regulation  S Global  Securities  may only be
          sold,  pledged or  transferred  through  Euroclear or  Clearstream  in
          accordance   with  the   applicable   procedures   relating   to  such
          institutions  and  only  (i) to the  Company,  (ii)  so  long  as such
          security is  eligible  for resale  pursuant to Rule 144A,  to a Person
          whom the selling  holder  reasonably  believes is a QIB that purchases
          for  its own  account  or for the  account  of a QIB in a  transaction
          meeting  the   requirements  of  Rule  144A,   (iii)  in  an  offshore
          transaction in accordance  with Regulation S (other than a transaction
          resulting  in an exchange  for  interest in a Permanent  Regulation  S
          Global  Security),  (iv)  pursuant to an exemption  from  registration
          under the  Securities Act provided by Rule 144 (if  applicable)  under
          the  Securities  Act  or (v)  pursuant  to an  effective  registration
          statement  under the Securities  Act, in each case in accordance  with
          any applicable securities laws of any state of the United States.

(c)  Transfer and Exchange of Global Securities and Certificated Securities.

     (i)  In the event that a Global  Security is exchanged  for a  Certificated
          Security as provided in Section 2.06(c),  such  Certificated  Security
          may be exchanged or  transferred  for one another,  subject to Section
          2.05  of  the  Original  Indenture,   only  in  accordance  with  such
          procedures  as are  substantially  consistent  with the  provisions of
          clauses   (b)(i)  and  (ii)   above   (including   the   certification
          requirements  intended  to ensure  that such  exchanges  or  transfers
          comply with Rule 144,  Rule 144A or  Regulation S, as the case may be)
          and as may be from time to time reasonably adopted by the Company.

     (ii) Upon receipt by the Trustee of a Certificated Security,  duly endorsed
          or  accompanied by  appropriate  instruments of transfer,  the Trustee
          shall  cancel  such  Certificated  Security  and cause,  or direct the
          Securities  Custodian  to  cause,  in  accordance  with  the  standing
          instructions  and  procedures  existing  of  the  Depository  and  the
          Securities Custodian,  the aggregate principal amount of Floating Rate
          Notes  represented  by the Rule  144A  Global  Security  or  Permanent
          Regulation S Global  Security,  as applicable,  to be increased by the
          aggregate  principal  amount  of  the  Certificated   Security  to  be
          exchanged  and shall  credit or cause to be credited to the account of
          the Person specified in such instructions a beneficial interest in the
          Rule 144A Global Security or Permanent  Regulation S Global  Security,
          as  applicable,  equal to the  principal  amount  of the  Certificated
          Security so canceled.  If no Rule 144A Global  Securities or Permanent
          Regulation S Global Securities,  as applicable,  are then outstanding,
          the  Company  shall  issue and the Trustee  shall  authenticate,  upon
          written order of the Company in the form of an Officers'  Certificate,
          a new Rule 144A  Global  Security  or  Permanent  Regulation  S Global
          Security, as applicable, in the appropriate principal amount.

(d)  Certificates.  In connection with any transfer  described in paragraphs (b)
     and (c) of this Section 2.07,  the Trustee  shall receive a certificate  of
     transfer in the form attached as Exhibit C hereto.  Additionally,  upon any
     transfer or exchange to an Institutional  Accredited Investor,  the Company
     and the Trustee shall receive a certificate in the form attached as Exhibit
     D hereto.

(e)  Transfer  Restricted  Security.  Upon any sale or  transfer  of a  Transfer
     Restricted Security (including any Transfer Restricted Security represented
     by a Global  Security)  pursuant to Rule 144 under the Securities Act or an
     effective  registration  statement under the Securities Act, which shall be
     certified  to the  Trustee  and  Security  Registrar  upon  which  each may
     conclusively rely:

     (i)  in the  case of any  Transfer  Restricted  Security  represented  by a
          Certificated  Security, the Security Registrar shall permit the Holder
          thereof  to  exchange   such  Transfer   Restricted   Security  for  a
          Certificated  Security  that  does not bear the  legend  set  forth in
          Exhibit A hereto and rescind any  restriction  on the transfer of such
          Transfer Restricted Security; and

     (ii) in the  case of any  Transfer  Restricted  Security  represented  by a
          Global  Security,  such  Transfer  Restricted  Security  shall  not be
          required to bear the legend set forth in Exhibit A hereto if all other
          interests in such Global Note have been or are concurrently being sold
          or  transferred  pursuant  to Rule 144  under  the  Securities  Act or
          pursuant to an effective  registration  statement under the Securities
          Act.

(f)  Registered Exchange Offer. Notwithstanding the foregoing, upon consummation
     of the Registered Exchange Offer, the Company shall issue and, upon receipt
     of a  Company  Order  in  accordance  with  Section  2.05  of the  Original
     Indenture,  the Trustee shall authenticate  Floating Rate Series B Notes in
     exchange  for  Floating  Rate Series A Notes  accepted  for exchange in the
     Registered  Exchange  Offer,  which  Floating Rate Series B Notes shall not
     bear the  transfer  restriction  legend  set forth in  Exhibit A hereto and
     shall not provide for Special Interest  Premium and the Security  Registrar
     shall rescind any  restriction on the transfer of such Floating Rate Series
     B Notes,  in each case  unless the Holder of such  Floating  Rate  Series A
     Notes  (A) is a  broker-dealer  tendering  Floating  Rate  Series  A  Notes
     acquired  directly from the Company or an  "affiliate"  (as defined in Rule
     144 under the Securities Act) of the Company for its own account,  (B) is a
     Person  who  has  an  arrangement  or  understanding  with  any  Person  to
     participate  in the  "distribution"  (within the meaning of the  Securities
     Act) of the  Floating  Rate  Series  B  Notes,  (C) is a  Person  who is an
     "affiliate"  (as  defined  in Rule 144  under  the  Securities  Act) of the
     Company or (D) will not be acquiring  the  Floating  Rate Series B Notes in
     the ordinary course of such Holder's  business.  The Company shall identify
     to the Trustee such Holders in a written certification signed by an Officer
     of the Company and, absent  certification  from the Company to such effect,
     the Trustee shall assume that there are no such Holders.


                                  ARTICLE III

                            Miscellaneous Provisions

SECTION 3.01.     Recitals by Company.

            The recitals in this Fourth Supplemental Indenture are made by the
Company only and not by the Trustee, and all of the provisions contained in the
Original Indenture in respect of the rights, privileges, immunities, powers and
duties of the Trustee shall be applicable in respect of Floating Rate Notes and
of this Fourth Supplemental Indenture as fully and with like effect as if set
forth herein in full.

SECTION 3.02.     Ratification and Incorporation of Original Indenture.

            As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Fourth Supplemental
Indenture shall be read, taken and construed as one and the same instrument.

SECTION 3.03.     Executed in Counterparts.

            This Fourth Supplemental Indenture may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.

SECTION 3.04.     Legends.

            Except as determined by the Company in accordance with applicable
law, each 2013 Note shall bear the applicable legends relating to restrictions
on transfer pursuant to the securities laws in substantially the form set forth
on Exhibit A hereto.

SECTION 3.05.     Applicability of Section 4.05 and Article Ten of Original
Indenture.

            As long as the Floating Rate Notes are outstanding, Section 4.05 and
Article Ten of the Original Indenture shall be applicable thereto; provided,
however, that if the Company's generation-related assets ("Generation-Related
Business") are transferred or sold (whether or not the Generation-Related
Business constitutes "substantially all" of the Company's total assets), the
Floating Rate Notes will continue to be obligations of the Company.


            IN WITNESS WHEREOF, each party hereto has caused this instrument to
be signed in its name and behalf by its duly authorized signatories, all as of
the day and year first above written.

                                    AEP TEXAS CENTRAL COMPANY

                                    By /s/ Susan Tomasky
                                       Vice President
Attest:

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

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

By /s/ David B. Knox
   Trust Officer



<PAGE>

                                    EXHIBIT A

                            FORM OF SERIES [A/B] NOTE



                                                   [Rule 144A Global Security]
                                                [Regulation S Global Security]
                                                       [Certificated Security]



                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]


            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

            [FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE
COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED STATES
BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE
THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.

                         [Restricted Securities Legend]

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A)(1) TO THE COMPANY, (2)
IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (4) OUTSIDE THE UNITED
STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE
SECURITIES ACT, (5) IN ACCORDANCE WITH ANOTHER APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY) OR (6) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND (B) IN EACH CASE
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF EACH STATE OF THE UNITED
STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES IT
WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF
THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A)(1), (2),(3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S.
PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT.

               [Temporary Regulation S Global Security Legend]

            EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTEREST IN THIS
TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN
THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN
INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY
DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(d)(3) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM
REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED
EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A
TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTEREST IN
THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR
TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR
SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND ONLY (I) TO THE COMPANY, (II)
IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A , (III) OUTSIDE THE
UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASE (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY
PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN
APPLICABLE.

            BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATIONS S GLOBAL SECURITY
MAY BE EXCHANGED FOR INTEREST IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH
EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH
RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST
DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS
CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY BEING
TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A
QUALIFIED INSTITUTIONAL BUYER WHEN THE MEANING OF RULE 144A (B) PURCHASING FOR
ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

            BENEFICIAL INTEREST IN A RULE 144A GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR
904 OF REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS
PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE
INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK
S.A./N.A. OR CLEARSTREAM BANKING SOCIETE ANONYME.

                        [Certificated Securities Legend]

            IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.


<PAGE>

                            AEP TEXAS CENTRAL COMPANY
                              Floating Rate Notes,
                                Series [A/B] due
                                      2005

CUSIP: 0010EPAK4/144A][U00804AD3/Reg S] Original Issue Date: February 18, 2003

Stated Maturity:  February 15, 2005

Principal Amount: $100,000,000 (or such other amount as is indicated on
Schedule A)

Redeemable:       Yes               No    X
In Whole:         Yes               No    X
In Part:          Yes               No    X

            AEP TEXAS CENTRAL COMPANY, a corporation duly organized and existing
under the laws of the State of Texas (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 ($_____) [or such other amount as is
indicated on Schedule A hereto]* on the Stated Maturity specified above (or upon
earlier redemption); and to pay interest on said Principal Amount from the
Original Issue Date specified above 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 in arrears on February 15, May 15, August
15 and November 15 in each year, commencing on May 15, 2003, at the per annum
interest rate determined by the Calculation Agent on each Interest Determination
Date, as such terms are defined herein, until the Principal Amount shall have
been paid or duly provided for. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of the actual number of days for
which interest is payable in the relevant Interest Period, divided by 360.

            The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date, as provided in the Indenture, as hereinafter
defined, shall be paid to the Person in whose name this Note (or one or more
Predecessor Securities) shall have been registered at the close of business on
the fifteenth calendar day before each Interest Payment Date (the "Regular
Record Date"), provided that interest payable on the Stated Maturity shall be
paid to the Person to whom principal is paid. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and shall be paid as provided in said
Indenture.

            If any Interest Payment Date (other than at the Stated Maturity) is
not a Business Day, then such Interest Payment Date shall be the next succeeding
Business Day, except that if such Business Day is in the next calendar month,
such Interest Payment Date shall be the immediately preceding Business Day. If
the Stated Maturity of this Note falls on day that is not a Business Day, the
payment of principal and interest will be made on the next succeeding Business
Day, and no interest shall accrue on such amounts for the period from and after
such Stated Maturity. The principal of and the interest on this Note shall be
payable at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, the City of New York, New York, 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 (other than interest payable on the Stated Maturity) may be made at
the option of the Company by check mailed to the registered holder at such
address as shall appear in the Security Register or by wire transfer to the
account designated by the person entitled thereto.

            This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture
(defined below), all issued or to be issued in one or more series under and
pursuant to an Indenture dated as of February 1, 2003 duly executed and
delivered between the Company and Bank One, N. A., a national banking
association organized and existing under the laws of the United States, as
Trustee (herein referred to as the "Trustee") (such Indenture, as originally
executed and delivered and as thereafter supplemented and amended 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 Notes. By the terms of the
Indenture, the Notes 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 Note is one of the series of Notes designated on the face hereof as
Floating Rate Notes, Series [A/B] due 2005 initially issued in the aggregate
principal amount of $100,000,000.

            This Note may not be redeemed prior to its maturity.

            This Note will bear interest at a per annum rate ("Interest Rate")
determined by the Calculation Agent, subject to the maximum interest rate
permitted by New York or other applicable state law, as such law may be modified
by United States law of general application. The Interest Rate for each Interest
Period will be equal to LIBOR on the Interest Determination Date for such
Interest Period plus 1.25%; provided, however, that in certain circumstances
described below, the Interest Rate will be determined without reference to
LIBOR. Promptly upon such determination, the Calculation Agent will notify the
Trustee for the Notes, if the Trustee is not then serving as the Calculation
Agent, of the Interest Rate for the new Interest Period. The Interest Rate
determined by the Calculation Agent, absent manifest error, shall be binding and
conclusive upon the beneficial owners and holders of this Note, the Company and
the Trustee for the Notes.

            Interest on this Note will accrue from and including the Original
Issue Date specified above to, but excluding, May 15, 2003, and thereafter, from
and including each Interest Payment Date to, but excluding, the next succeeding
Interest Payment Date or Stated Maturity, as the case may be.

            If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the Interest Rate for the Notes as
follows:

(1) In the event no Reported Rate (as defined below) appears on Telerate Page
3750 (as defined below) as of approximately 11:00 a.m. London time on an
Interest Determination Date, the Calculation Agent shall request the principal
London offices of each of four major banks in the London interbank market
selected by the Calculation Agent (after consultation with the Company) to
provide a quotation of the rate (the "Rate Quotation") at which three month
deposits in amounts of not less than $1,000,000 are offered by it to prime banks
in the London interbank market, as of approximately 11:00 a.m. on such Interest
Determination Date, that is representative of single transactions at such time
(the "Representative Amounts"). If at least two rate Quotations are provided,
the interest rate will be the arithmetic mean of the Rate Quotations obtained by
the Calculation Agent, plus 1.25%.

(2) In the event no Reported Rate appears on Telerate Page 3750 as of
approximately 11:00 a.m. London time on an Interest Determination Date and there
are fewer than two Rate Quotations, the interest rate will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m. New York City time on such
Interest Determination Date, by three major banks in New York City selected by
the Calculation Agent (after consultation with the Company), for loans in
Representative Amounts in U.S. dollars to leading European banks, having an
index maturity of three months for a period commencing on the second London
Business Day immediately following such Interest Determination Date, plus 1.25
%; provided, however, that if fewer than three banks selected by the Calculation
Agent are quoting such rates, the interest rate for the applicable Interest
Period will be the same as the interest rate in effect for the immediately
preceding Interest Period.

            "Business Day" means, with respect to this Note, any day that is not
a day on which banking institutions in New York City are authorized or required
by law or regulation to close.

            "Calculation Agent" means Bank One, N.A., or its successor
appointed by the Company, acting as calculation agent.

            "Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.

            "Interest Period" means the period commencing on the Interest
Payment Date (or commencing on the Original Issue Date, if no interest has been
paid or duly made available for payment since that date) and ending on the day
before the next succeeding Interest Payment Date.

            "LIBOR" for any Interest Determination Date will be the offered rate
for deposits in U.S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date in amounts of not less than $1,000,000, as such rate
appears on Telerate Page 3750 or a successor reporter of such rates selected by
the Calculation Agent and acceptable to the Company, at approximately 11:00 a.m.
London time on the Interest Determination Date (the "Reported Rate").

            "London Business Day" means a day other than a Saturday or Sunday
that is not a day on which banking institutions in London, England and New York,
New York are authorized or obligated by law or executive order to be closed and
on a day on which dealings in deposits in U.S. dollars are transacted, or with
respect to any future date are expected to be transacted, in the London
interbank market.

            "Telerate Page 3750" means the display designated on page 3750 on
Dow Jones Markets Limited (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).

            Upon request, the Calculation Agent will provide the current
Interest Rate and, if determined, the Interest Rate which will become effective
for the next Interest Period.

            The accrued interest for any period is calculated by multiplying the
Principal Amount by an accrued interest factor. The accrued interest factor is
computed by adding the interest factor calculated for each day in the period to
the date for which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards if necessary) is computed by dividing
the interest rate (expressed as a decimal rounded upwards if necessary)
applicable to such date by 360.

            All percentages resulting from any calculation of the Interest Rate
will be rounded, if necessary, to the nearest one-hundred thousandth of a
percentage point, with five one-millionths of a percentage point rounded
upwards, and all dollar amounts used in or resulting from such calculation will
be rounded to the nearest cent (with one-half cent being rounded upwards).

            In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes 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 Note upon compliance by the Company with certain
conditions set forth therein. This Note will not have a sinking fund.

            As described in the supplemental indenture relating to the Notes, so
long as this Note is outstanding, the Company is subject to a limitation on
issuance of Secured Debt as described 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 Notes 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 Notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Notes of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to the Indenture,
without the consent of the holder of each Note then outstanding and affected;
(ii) reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such supplemental indenture, or reduce the percentage of
Notes, the holders of which are required to waive any default and its
consequences, without the consent of the holder of each Note then outstanding
and affected thereby; or (iii) modify any provision of Section 6.01(c) of the
Indenture (except to increase the percentage of principal amount of securities
required to rescind and annul any declaration of amounts due and payable under
the Notes), without the consent of the holder of each Note then outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority in aggregate principal amount of the Notes of all series at the
time outstanding affected thereby, on behalf of the Holders of the Notes 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 Notes of such
series. Any such consent or waiver by the registered Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and of any Note
issued in exchange herefor or in place hereof (whether by registration or
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Note.

            No reference herein to the Indenture and no provision of this Note
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 Note at the time and place and at the rate and in the money
herein prescribed.

            As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered holder hereof on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company as may be
designated by 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 Notes 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 Note,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the registered Holder hereof as the absolute owner hereof (whether or
not this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Note 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 Security 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 Note, 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 released waived and
released.

            The Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof
except that a Note issued to an Institutional Accredited Investor will be in
denominations of at $250,000. As provided in the Indenture and subject to
certain limitations, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of a different authorized denomination,
as requested by the Holder surrendering the same.

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

            This Note 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.

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

                                    AEP TEXAS CENTRAL COMPANY


                                       By: -------------------------


Attest:

By:  ____________________________

----------------
*    Insert  in the  Rule  144A  Global  Security  and the  Regulation  S Global
     Security only.



<PAGE>


                                   ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM-as tenants in     UNIF GIFT MIN ACT-_______    Custodian ________
        common                                           (Cust)      (Minor)
TEN ENT-as tenants by                          under Uniform Gifts to
        the entireties                         Minors Act
JT TEN-As joint tenants
       with right of                            -------------------------
       survivorship and                                 (State)
       not as tenants
       in common


                  Additional abbreviations may also be used though not on the
                        above list.

      FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
___________________ (please insert Social Security or other identifying number
of assignee)


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE




the within Note and all rights thereunder, hereby irrevocably constituting
and appointing


agent to transfer said Note on the books of the Company, 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
                       instrument in every particular without alteration or
                       enlargement, or any change whatever.



<PAGE>


      In connection with any transfer of any of the Floating Rate Series A Notes
evidenced by this certificate, the undersigned confirms that such Floating Rate
Series A Notes are being:

CHECK ONE BOX BELOW

      (1)          exchanged for the undersigned's own account without
                   transfer; or

      (2)          transferred to a person whom the undersigned reasonably
                   believes to be a "qualified institutional buyer" as defined
                   in Rule 144A under the Securities Act of 1933 who is
                   purchasing such Floating Rate Series A Notes for such buyer's
                   own account or the account of a "qualified institutional
                   buyer" in a transaction meeting the requirements of Rule 144A
                   under the Securities Act of 1933 and any applicable
                   securities laws of any state of the United States or any
                   other jurisdiction; or

      (3)          exchanged or transferred pursuant to and in compliance with
                   Rule 903 or 904 of Regulation S under the Securities Act of
                   1933; or

      (4)          exchanged or transferred to an institutional "accredited
                   investor" within the meaning of Rule 501(a)(1), (2), (3) or
                   (7) of Regulation D under the Securities Act pursuant to Rule
                   144A (and based upon an opinion of counsel if the Company or
                   the Trustee so requests) and, to the knowledge of the
                   transferor of the Floating Rate Series A Notes, such
                   institutional accredited investor to whom such Note is to be
                   transferred is not an "affiliate" (as defined in Rule 144
                   under the Securities Act) of the Company; or

      (5)          transferred pursuant to another available exemption from the
                   registration requirements of the Securities Act of 1933.

      Unless one of the boxes is checked, the Trustee will refuse to register
any of the Floating Rate Series A Notes evidenced by this certificate in the
name of any person other than the registered Holder thereof; provided, however,
that if box (3), (4) or (5) is checked, the Company may require, prior to
registering any such transfer of the Floating Rate Series A Notes, such legal
opinions, certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933, such as the exemption provided by Rule 144 under such
Act; provided, further, that if box (2) is checked, the transferee must also
certify that it is a qualified institutional buyer as defined in Rule 144A.

                                    ----------------------------------------
                                                   Signature


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



<PAGE>


            TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

      The undersigned represents and warrants that it is purchasing this
Floating Rate Series A Note for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a "qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Date: _________________

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



               NOTICE: To be executed by an executive officer.



<PAGE>


                                   SCHEDULE A

      The initial aggregate principal amount of Floating Rate Series A Notes
evidenced by the Certificate to which this Schedule is attached is $___________.
The notations on the following table evidence decreases and increases in the
aggregate principal amount of Floating Rate Series A Notes evidenced by such
Certificate.

                                         Principal Amount
                                         of Floating Rate
    Decrease in         Increase in       Series A Notes
Principal Amount of   Principal Amount    Remaining After
   Floating Rate      of Floating Rate   Such Decrease or      Notation by
   Series A Notes      Series A Notes        Increase       Security Registrar








<PAGE>


                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Notes referred to in the within-mentioned Indenture.

                                    BANK ONE, N. A.,
                                   as Trustee


                                    By:
                                       ---------------------------------------
                                                Authorized Signatory


<PAGE>

                                    EXHIBIT C

                          FORM OF TRANSFER CERTIFICATE

      In connection with any transfer of any of the Floating Rate Series A Notes
evidenced by this certificate, the undersigned confirms that such Floating Rate
Series A Notes are being:

CHECK ONE BOX BELOW

   (1)             exchanged for the undersigned's own account without
                   transfer; or

   (2)             transferred to a person whom the undersigned reasonably
                   believes to be a "qualified institutional buyer" as defined
                   in Rule 144A under the Securities Act of 1933 who is
                   purchasing such Floating Rate Series A Notes for such buyer's
                   own account or the account of a "qualified institutional
                   buyer" in a transaction meeting the requirements of Rule 144A
                   under the Securities Act of 1933 and any applicable
                   securities laws of any state of the United States or any
                   other jurisdiction; or

   (3)             exchanged or transferred pursuant to and in compliance with
                   Rule 903 or 904 of Regulation S under the Securities Act of
                   1933; or

   (4)             exchanged or transferred to an institutional "accredited
                   investor" within the meaning of Rule 501(a)(1), (2), (3) or
                   (7) of Regulation D under the Securities Act pursuant to Rule
                   144A (and based upon an opinion of counsel if the Company or
                   the Trustee so requests) and, to the knowledge of the
                   transferor of the Floating Rate Series A Notes, such
                   institutional accredited investor to whom such Note is to be
                   transferred is not an "affiliate" (as defined in Rule 144
                   under the Securities Act) of the Company; or

   (5)             transferred pursuant to another available exemption from the
                   registration requirements of the Securities Act of 1933.

      Unless one of the boxes is checked, the Trustee will refuse to register
any of the Floating Rate Series A Notes evidenced by this certificate in the
name of any person other than the registered Holder thereof; provided, however,
that if box (3) or (4) is checked, the Company may require, prior to registering
any such transfer of the Floating Rate Series A Notes, such legal opinions,
certifications and other information as the Company has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933, such as the exemption provided by Rule 144 under such Act; provided,
further, that if box (2) is checked, the transferee must also certify that it is
a qualified institutional buyer as defined in Rule 144A.


                                                    Signature




<PAGE>


            TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

      The undersigned represents and warrants that it is purchasing this
Floating Rate Series A Note for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a "qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.



Date: _______________

      ______________
------



               NOTICE: To be executed by an executive officer.



<PAGE>

                                    EXHIBIT D

                        FORM OF LETTER TO BE DELIVERED BY
                       INSTITUTIONAL ACCREDITED INVESTORS



Ladies and Gentlemen:

      In connection with our proposed purchase of the Floating Rate Notes,
Series A due 2005 (the Notes) issued by AEP Texas Central Company, a Texas
corporation (Issuer), we confirm that:

      1.    We are purchasing the Notes for our own account, or for one or
            more investor accounts for which we are acting as a fiduciary or
            agent, in each case for investment, and not with a view to, or
            for offer or sale in connection with, any distribution in
            violation of the Securities Act, subject to any requirement of
            law that the disposition of our property or the property of such
            investor account or accounts be at all times within our or their
            control and subject to our or their ability to resell the Notes
            pursuant to Rule 144A, Regulation S or any exemption from
            registration available under the Securities Act.

      2.    We are an institutional "accredited investor" within the meaning
            of Rule 50l(a)(l), (2), (3) or (7) under the Securities Act who
            is purchasing Notes with a principal amount of at least $250,000
            and, if the Notes are to be purchased for one or more accounts
            (the "investor accounts") for which we are acting as fiduciary or
            agent, each such account is an institutional accredited investor
            who is purchasing Notes with a principal amount of at least
            $250,000.  In the normal course of business or our investing
            activities, we invest in or purchase securities similar to the
            Notes and we have such knowledge and experience in financial
            business matters that we are capable of evaluating the merits and
            risks of purchasing the Notes.  We are aware that we (or any
            investor account) may be required to bear the economic risk of an
            investment in the Notes for an indefinite period of time and we
            (or such investor account) are able to bear such risk for an
            indefinite period.

      3.    We acknowledge that none of the Issuer, the initial purchasers or
            any persons representing any of them has made any representation
            to us with respect to any such entity or the offering or sale of
            any Notes, other than the information contained in the Issuer's
            offering memorandum dated February 12, 2003, related to the
            Notes, which offering memorandum has been delivered to it and
            upon which it is relying in making its investment decision with
            respect to the Notes.  Accordingly, we acknowledge that no
            representation or warranty is made by the initial purchasers as
            to the accuracy or completeness of such materials.  We have had
            access to such financial and other information concerning the
            Issuer and the Notes as we have deemed necessary in connection
            with our decision to purchase any of the Notes including an
            opportunity to ask questions of, and request information from,
            the Issuer and the initial purchasers.

      4.    We understand and agree that the offer and sale of the Notes have
            not been registered under the Securities Act and that such Notes
            are being offered only in a transaction not involving any public
            offering within the meaning of the Securities Act, and that (A)
            if we decide to resell, pledge or otherwise transfer such Notes
            on which a legend setting forth these restrictions appears, such
            Notes may be resold, pledged or otherwise transferred only (i) to
            the Issuer, (ii) in a transaction entitled to an exemption from
            registration provided by Rule 144 under the Securities Act, (iii)
            so long as such Notes are eligible for resale pursuant to Rule
            144A, to a person whom we reasonably believe is a qualified
            institutional buyer that purchases for its own account or for the
            account of a qualified institutional buyer to whom notice is
            given that the resale, pledge or other transfer is being made in
            reliance on Rule 144A, (iv) outside the United States in a
            transaction meeting the requirements of Regulation S, (v) in
            accordance with another exemption from the registration
            requirements of the Securities Act (and based upon an opinion of
            counsel acceptable to the Issuer), in each case in accordance
            with any applicable securities laws of any state of the United
            States or (vi) pursuant to a registration statement which has
            been declared effective under the Securities Act and (B) we will,
            and each subsequent holder is required to, notify any purchaser
            of Notes from us or it of the resale restrictions referred to in
            (A) above, if then applicable.  We acknowledge that the foregoing
            restrictions apply to holders of beneficial interest in the
            Notes, as well as to holders of the Notes.

      5.    We understand that, on any proposed resale of any Notes, we will be
            required to furnish to the trustee and the Issuer such
            certifications, legal opinions and other information as the trustee
            and the Issuer may reasonably require to confirm that the proposed
            sale complies with the foregoing restrictions. We further understand
            that the Notes purchased by us will bear a legend to the foregoing
            effect.

      6.    We acknowledge that the Issuer, the trustee, the initial
            purchasers and others will rely upon the truth and accuracy of
            the foregoing acknowledgements, representations and agreements
            and agree that if any of the foregoing acknowledgements,
            representations or agreements are no longer accurate, we shall
            promptly notify the Issuer, the trustee and the initial
            purchasers.  If we are acquiring the Notes as a fiduciary or
            agent for one or more investor accounts, we represent that we
            have sole investment discretion with respect to each such account
            and we have full power to make the foregoing acknowledgements,
            representations and agreements on behalf of each account and that
            each such investor account is eligible to purchase the Notes.

      7.    The Issuer, the trustee and the initial purchasers are entitled to
            rely upon this letter and are irrevocably authorized to produce this
            letter or a copy hereof to any interested party in any
            administrative or legal proceeding or official inquiry with respect
            to the matters covered hereby.

                                    Very truly yours,


                                       By:
                                      Name:
                                     Title: